/raid1/www/Hosts/bankrupt/TCRLA

/raid1/www/Hosts/bankrupt/TCRLA_Public/110720.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, July 20, 2011, Vol. 12, No. 142 Headlines A N T I G U A & B A R B U D A * ANTIGUA & BARBUDA: Gets US$4.1MM Grant From European Commission A R G E N T I N A METROGAS SA: Plans to Swap Up to US$250 Million in Debt B E R M U D A ZEBRA EQUITY MASTER: Creditors' Proofs of Debt Due August 3 ZEBRA EQUITY MASTER: Members' Final Meeting Set for August 17 ZEBRA EQUITY NEUTRAL: Creditors' Proofs of Debt Due August 3 ZEBRA EQUITY NEUTRAL: Members' Final Meeting Set for August 17 B R A Z I L USINA VISTA: S&P Assigns 'B-' Global Scale Rating; Outlook Stable C A Y M A N I S L A N D S AALL STAR: Shareholders' Final Meeting Set for August 16 ALLIANCEBERSTEIN GLOBAL: Shareholders' Meeting Set for August 12 BDI GLOBAL: Shareholders' Final Meeting Set for August 19 BDI MASTER: Shareholders' Final Meeting Set for August 19 BT CAYMAN: Shareholders' Final Meeting Set for August 19 CAPSELLA INVESTMENTS: Shareholders' Final Meeting Set for August 5 CDG COMPANY: Shareholders' Final Meeting Set for August 19 IAM SELECT: Shareholder to Receive Wind-Up Report on August 5 ICE CAPS: Shareholders' Final Meeting Set for August 19 KINGDOM 5-KR-197: Shareholders' Final Meeting Set for August 8 LIFE SETTLEMENTS: Members' Final Meeting Set for August 2 M&G MANAGED: Shareholders' Final Meeting Set for August 19 MARINA PARTNERS: Shareholders' Final Meeting Set for July 27 MEGA BUSINESS: Shareholders' Final Meeting Set for July 27 TIVOLI FINANCE: Shareholders' Final Meeting Set for August 19 M E X I C O METROFINANCIERA: Moody's Cuts LC Rating on 08U Certificate to Caa1 P U E R T O R I C O GP WEST: U.S. Court Okays Retention of Bufete Roberto as Attorneys GP WEST: Has Deal for Cash Collateral Access Until Nov. 30 T R I N I D A D & T O B A G O CL FINANCIAL: Touchstone Exploration Acquires Primera Group - - - - - =============================== A N T I G U A & B A R B U D A =============================== * ANTIGUA & BARBUDA: Gets US$4.1MM Grant From European Commission ----------------------------------------------------------------- Caribbean360.com reports that the European Commission has approved a grant of US$4.1 million to further initiatives aimed at strengthening revenue administration and public financial management in Antigua and Barbuda. The grant will largely be used to continue the technical assistance and capacity building which are integral to both areas of reform, according to Caribbean360.com. The country, Caribbean360.com notes, will have to meet specific timelines and reporting requirements for the continuation of the initiatives, when the funding becomes available at the end of August. During the week under review, the report says, senior officials of the Ministry of Finance participated in a video conference with the European Commission's Barbados Office. Also involved in the exchange were the Caribbean Regional Technical Assistance Centre, the Office of Technical Management at the International Monetary Fund, and the IMF's Fiscal Affairs Department, Caribbean360.com relates. ================= A R G E N T I N A ================= METROGAS SA: Plans to Swap Up to US$250 Million in Debt ------------------------------------------------------- Bloomberg News reports that MetroGas SA plans to swap as much as US$250 million in existing debt for new dollar-denominated bonds as it seeks to emerge from bankruptcy protection. The 14-year bonds will have a coupon of 4%, Financial Director Eduardo Villegas Conte told Bloomberg in a telephone interview. The company has about US$225 million worth in bonds due in 2014 and about ARS$102 million (US$24.8 million) in additional outstanding debt, Mr. Conte said, according to Bloomberg. As reported in the Troubled Company Reporter-Latin America on June 22, 2010, The Financial Times related that Argentina Planning Ministry said the government will take over administration of MetroGas SA after the company said it could not meet US$20 million in debts. According to Dow Jones Newswires, MetroGas SA filed for bankruptcy protection in an Argentine court after it been plagued with debt problems, citing "an urgent need" to for the government to increase the rates it charges to customers. MetroGas SA described the bankruptcy filing as similar to a Chapter 11 filing in the U.S. Meanwhile, Dow Jones Newswires related that the government rejects MetroGas SA' claim that frozen tariffs have caused its financial problems. The company's debt has nothing to do with investments and its problems date back to the country's default in 2001, the government added, the report related. About MetroGas SA MetroGas SA is an Argentinean gas distribution utility, with operations in the capital city and the southern area of Buenos Aires Province, which is one of the biggest concession areas in terms of number of clients and annual revenues of ARS$780 million. MetroGas is controlled by GASA, a holding company that is controlled by BG (54.7%; A2 Stable) and YPF (45.3; Ba1, Sta.). * * * As reported in the Troubled Company Reporter-Latin America on March 16, 2010, Moody's assigned Caa3 global scale ratings and Caa3.ar national scales ratings to MetroGas S.A. up to US$600 million MTM Program. The outlook for all the ratings is negative. ============= B E R M U D A ============= ZEBRA EQUITY MASTER: Creditors' Proofs of Debt Due August 3 ----------------------------------------------------------- The creditors of Zebra Equity Market Neutral Master Fund, Ltd. are required to file their proofs of debt by August 3, 2011, to be included in the company's dividend distribution. The company commenced wind-up proceedings on July 14, 2011. The company's liquidator is: Nicholas Hoskins Victoria Place, 31 Victoria Street Hamilton HM 10 Bermuda ZEBRA EQUITY MASTER: Members' Final Meeting Set for August 17 ------------------------------------------------------------- The members of Zebra Equity Market Neutral Master Fund, Ltd. will hold their final meeting on August 17, 2011, at 10:00 a.m., to receive the liquidator's report on the company's wind-up proceedings and property disposal. The company commenced wind-up proceedings on July 14, 2011. The company's liquidator is: Nicholas Hoskins Victoria Place, 31 Victoria Street Hamilton HM 10 Bermuda ZEBRA EQUITY NEUTRAL: Creditors' Proofs of Debt Due August 3 ------------------------------------------------------------ The creditors of Zebra Equity Market Neutral Fund, Ltd. are required to file their proofs of debt by August 3, 2011, to be included in the company's dividend distribution. The company commenced wind-up proceedings on July 14, 2011. The company's liquidator is: Nicholas Hoskins Victoria Place, 31 Victoria Street Hamilton HM 10 Bermuda ZEBRA EQUITY NEUTRAL: Members' Final Meeting Set for August 17 -------------------------------------------------------------- The members of Zebra Equity Market Neutral Fund, Ltd. will hold their final meeting on August 17, 2011, at 10:00 a.m., to receive the liquidator's report on the company's wind-up proceedings and property disposal. The company commenced wind-up proceedings on July 14, 2011. The company's liquidator is: Nicholas Hoskins Victoria Place, 31 Victoria Street Hamilton HM 10 Bermuda =========== B R A Z I L =========== USINA VISTA: S&P Assigns 'B-' Global Scale Rating; Outlook Stable ----------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B-' global scale and 'brBB' Brazilian national scale corporate credit ratings to Brazil-based sugar and ethanol producer Usina Vista Alegre Ltda. (UVA; legally named Agro Industrial Vista Alegre Ltda.). "At the same time, we assigned our 'B-' rating to the forthcoming senior unsecured notes to be issued by UVA Overseas Ltd. I. The senior notes are to be unconditionally guaranteed by UVA and its sister company, Agricola Almeida Ltda. (AAL; not rated). UVA Overseas is a wholly owned subsidiary of the guarantors," S&P related. The outlook is stable. "The ratings on UVA reflect its limited size and low product diversification in the highly volatile agricultural sugar and ethanol business," said Standard & Poor's credit analyst Alexandre Menezes. "The company's high financial leverage resulting from investments in production expansion, biomass energy cogeneration, and a sugarcane greenfield project through an affiliated company is also a significant risk, and it has sizable short-term debt maturities." "Liquidity is weak, in our opinion, considering the company's need to roll over short-term debt and even assuming, as we do in our baseline projections, that it is successful in issuing long-term notes," S&P said. These risks are partially mitigated by UVA's competitive logistics cost, given its privileged location very close to domestic end markets and export ports; additional cash generation from a new biomass cogeneration energy plant; and positive trends for the sugar and ethanol industry in the intermediate term. Favorable supply-demand market fundamentals point toward firm prices in the next two crops--2011/2012 and 2013/2014. The rating on UVA Overseas' senior notes is the same as the corporate credit rating. This reflects the low debt and unencumbered assets of AAL, one of the guarantors, which mitigates the noteholders' subordination to senior secured creditors of UVA, especially the Brazilian development bank, Banco Nacional de Desenvolvimento Economico e Social (BNDES; foreign currency: BBB-/Positive/--; local currency: BBB+/Stable/--). "The stable outlook reflects our expectations that UVA will improve its credit metrics based on the positive price scenario for sugar and ethanol in the intermediate term, but remain exposed to weak liquidity in the next few years," S&P related. =========================== C A Y M A N I S L A N D S =========================== AALL STAR: Shareholders' Final Meeting Set for August 16 -------------------------------------------------------- The shareholders of AALL Star Financial Group Ltd. will hold their final meeting on August 16, 2011, at 10:00 a.m., to receive the liquidator's report on the company's wind-up proceedings and property disposal. The company's liquidator is: Patrick Shaunessy The Crighton Building, Suite 201 256 Crewe Road P.O. Box 1166 Grand Cayman, KY1-1102 Cayman Islands ALLIANCEBERSTEIN GLOBAL: Shareholders' Meeting Set for August 12 ---------------------------------------------------------------- The shareholders of Allianceberstein Global Opportunities (Sterling Managed) Hedge Fund Ltd. will hold their final meeting on August 12, 2011, at 9:00 a.m., to receive the liquidator's report on the company's wind-up proceedings and property disposal. The company's liquidator is: John Sutlic Close Brothers (Cayman) Limited Harbour Place, Fourth Floor P.O. Box 1034, Grand Cayman, KYI-1102 Cayman Islands BDI GLOBAL: Shareholders' Final Meeting Set for August 19 --------------------------------------------------------- The shareholders of BDI Global Feeder Fund Ltd. will hold their final meeting on August 19, 2011, to receive the liquidators' report on the company's wind-up proceedings and property disposal. The company's liquidators are: David Dyer Alan Corkish Telephone: (345)949-8244 Facsimile: (345)949-5223 P.O. Box 1984 Grand Cayman KY1-1104 Cayman Islands BDI MASTER: Shareholders' Final Meeting Set for August 19 --------------------------------------------------------- The shareholders of BDI Master Fund Ltd. will hold their final meeting on August 19, 2011, to receive the liquidators' report on the company's wind-up proceedings and property disposal. The company's liquidators are: David Dyer Alan Corkish Telephone: (345)949-8244 Facsimile: (345)949-5223 P.O. Box 1984 Grand Cayman KY1-1104 Cayman Islands BT CAYMAN: Shareholders' Final Meeting Set for August 19 -------------------------------------------------------- The shareholders of BT Cayman Income No.1 will hold their final meeting on August 19, 2011, to receive the liquidator's report on the company's wind-up proceedings and property disposal. The company's liquidator is: David Dyer Telephone: (345)949-8244 Facsimile: (345)949-5223 P.O. Box 1984 Grand Cayman KY1-1104 Cayman Islands CAPSELLA INVESTMENTS: Shareholders' Final Meeting Set for August 5 ------------------------------------------------------------------ The shareholders of Capsella Investments Limited will hold their final meeting on August 5, 2011, at 9:00 a.m., to receive the liquidator's report on the company's wind-up proceedings and property disposal. The company's liquidator is: Raymond E. Whittaker c/o FCM LTD. Telephone: 345-946-5125 Facsimile: 345-946-5126 P.O. Box 1982 Grand Cayman KY-1104 Cayman Islands CDG COMPANY: Shareholders' Final Meeting Set for August 19 ---------------------------------------------------------- The shareholders of CDG Company Limited will hold their final meeting on August 19, 2011, to receive the liquidator's report on the company's wind-up proceedings and property disposal. The company's liquidator is: David Dyer Telephone: (345)949-8244 Facsimile: (345)949-5223 P.O. Box 1984 Grand Cayman KY1-1104 Cayman Islands IAM SELECT: Shareholder to Receive Wind-Up Report on August 5 ------------------------------------------------------------- The sole shareholder of IAM Select Strategies Liquidation Vehicle will receive on August 5, 2011, at 11:00 a.m., the liquidator's report on the company's wind-up proceedings and property disposal. The company's liquidator is: K.D. Blake c/o Corinne Bateman Telephone: 345-815-2606 / 345-949-4800 Facsimile: 345-949-7164 e-mail: corinnebateman@kpmg.ky P.O. Box 493 Grand Cayman KY1-1106 Cayman Islands ICE CAPS: Shareholders' Final Meeting Set for August 19 ------------------------------------------------------- The shareholders of Ice Caps Limited will hold their final meeting on August 19, 2011, to receive the liquidator's report on the company's wind-up proceedings and property disposal. The company's liquidator is: David Dyer Telephone: (345)949-8244 Facsimile: (345)949-5223 P.O. Box 1984 Grand Cayman KY1-1104 Cayman Islands KINGDOM 5-KR-197: Shareholders' Final Meeting Set for August 8 -------------------------------------------------------------- The shareholders of Kingdom 5-KR-197, Ltd. will hold their final meeting on August 8, 2011, to receive the liquidator's report on the company's wind-up proceedings and property disposal. The company's liquidator is: HRH Prince Alwaleed Bin Talal Bin Abdulaziz Alsaud c/o Kingdom Holding Company Kingdom Center-Floor 66 P.O. Box 1 Riyadh 11321 Saudi Arabia Telephone: +966 1 211 1111 (ext. 1211) e-mail: alwaleed@kingdom.net LIFE SETTLEMENTS: Members' Final Meeting Set for August 2 --------------------------------------------------------- The members of Life Settlements I Limited will hold their final meeting on August 2, 2011, to receive the liquidator's report on the company's wind-up proceedings and property disposal. The company's liquidator is: CDL Company Ltd. P.O. Box 31106 Grand Cayman KY1-1205 Cayman Islands M&G MANAGED: Shareholders' Final Meeting Set for August 19 ---------------------------------------------------------- The shareholders of M&G Managed CSO Limited will hold their final meeting on August 19, 2011, to receive the liquidator's report on the company's wind-up proceedings and property disposal. The company's liquidator is: David Dyer Telephone: (345)949-8244 Facsimile: (345)949-5223 P.O. Box 1984 Grand Cayman KY1-1104 Cayman Islands MARINA PARTNERS: Shareholders' Final Meeting Set for July 27 ------------------------------------------------------------ The shareholders of Marina Partners will hold their final meeting on July 27, 2011, at 9:00 a.m., to receive the liquidator's report on the company's wind-up proceedings and property disposal. The company's liquidator is: Richard Finlay c/o Krysten Lumsden Telephone: (345) 814 7366 Facsimile: (345) 945 3902 P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands MEGA BUSINESS: Shareholders' Final Meeting Set for July 27 ---------------------------------------------------------- The shareholders of Mega Business Fund (Taiwan) II Limited will hold their final meeting on July 27, 2011, at 9:00 a.m., to receive the liquidator's report on the company's wind-up proceedings and property disposal. The company's liquidator is: Richard Finlay c/o Krysten Lumsden Telephone: (345) 814 7366 Facsimile: (345) 945 3902 P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands TIVOLI FINANCE: Shareholders' Final Meeting Set for August 19 ------------------------------------------------------------- The shareholders of Tivoli Finance Limited will hold their final meeting on August 19, 2011, to receive the liquidator's report on the company's wind-up proceedings and property disposal. The company's liquidator is: David Dyer Telephone: (345)949-8244 Facsimile: (345)949-5223 P.O. Box 1984 Grand Cayman KY1-1104 Cayman Islands =========== M E X I C O =========== METROFINANCIERA: Moody's Cuts LC Rating on 08U Certificate to Caa1 ------------------------------------------------------------------ Moody's de Mexico has downgraded two certificates from two Mexican RMBS issued by Metrofinanciera, S.A.P.I. de C.V., Sociedad Financiera de Objeto Multiple, Entidad No Regulada. The underlying collateral consists of first-lien, fixed-rate mortgage loans denominated in UDIS and granted primarily to low-income borrowers in Mexico. Originator and Servicer: Metrofinanciera S.A.P.I. de C.V., Sociedad Financiera de Objeto Multiple, Entidad No Regulada. Issuer: Bank of America (Mexico), S.A., Institucion de Banca Multiple, Grupo Financiero Bank of America, S.A., only in its capacity as trustee. -- MTROCB 07U Class A Certificates, ratings downgraded to Baa3.mx (sf) from A2.mx (sf) (National Scale Rating) and to B2 (sf) from Ba2 (sf) (Global Scale, Local Currency). -- MTROCB 08U Class A Certificates, ratings downgraded to Caa1.mx (sf) from A2.mx (sf) (National Scale Rating) and to Caa1 (sf) from Ba2 (sf) (Global Scale, Local Currency). Ratings Rationale The downgrades were based in part on the weak performance of the underlying pools and Moody's updated projection of lifetime cumulative gross defaults and expected losses on the pools. The downgrades also reflect a correction to the calculation of excess spread to reflect all securitization trust expenses. As of May 31, 2011, delinquencies greater than 90 days, including accumulated real estate owned (REO), as a percent of the original pool balance were: -- MTROCB 07U: 24.0% after 48 months since closing, versus 18.2% as of 12 months ago and 8.4% as of 24 months ago. -- MTROCB 08U: 21.9% after 41 months since closing, versus 15.1% as of 12 months ago and 5.8% as of 24 months ago. The transactions have relatively high pool factors (current pool balance including REOs as a percent of original pool balance), as follows: MTROCB 07U: 75% and MTROCB 08U: 81%. Given the transactions' weak performance trends to date and their high pool factors, Moody's expects significantly higher lifetime cumulative gross defaults as a percent of the original pools as compared to the level of defaults observed to date. Moody's projected lifetime cumulative gross defaults are: -- MTROCB 07U: 37% of original pool balance, or 49% of current balance. -- MTROCB 08U: 39% of original pool balance, or 48% of current balance. Moody's then applied a severity of loss assumption of 47% in both transactions (which considers the availability of mortgage insurance) to determine the pool expected losses, which are: -- MTROCB 07U: 23% of current pool balance. -- MTROCB 08U: 22% of current pool balance. Moody's then calculated the estimated lifetime available credit enhancement by certificate and compared it to the pool expected loss. The lifetime available credit enhancement considers overcollateralization and remaining excess spread, and is: -- MTROCB 07U: 23% of current pool balance. -- MTROCB 08U: 16% of current pool balance. In estimating the lifetime available credit enhancement for this rating action, Moody's has also adjusted its projection of remaining excess spread. When projecting remaining excess spread, Moody's uses the historical excess spread -- that is, the average annualized excess spread observed over the last six months -- as a proxy for future levels of excess spread (although subject to a haircut to consider that further defaults will likely erode current levels of excess spread). In a previous rating action on these certificates announced on February 2, 2011, Moody's inadvertently excluded certain expenses when calculating the historical excess spread. This has been corrected, and today's rating action reflects the adjusted calculation. Regarding the variability of the ratings, if Moody's were to assume these cumulative gross defaults as a percent of the current pool balance, the certificates would likely experience a one-notch downgrade in the global scale: -- MTROCB 07U, 61% (instead of 49%). -- MTROCB 08U, 68% (instead of 48%). The primary sources of assumption uncertainty are related to the macroeconomic environment, the timing of recovery of the Mexican economy and labor market and the severity of loss assumption given the limited market data related to historical recoveries for REOs. The principal methodology used in this rating was "Moody's Approach to Monitoring Residential Mortgage-Backed Securitizations in Mexico" published in August 2009. Other methodologies and factors that may have been considered can also be found on Moody's website. Moody's National Scale Ratings (NSRs) are intended as relative measures of creditworthiness among debt issues and issuers within a country, enabling market participants to better differentiate relative risks. NSRs differ from Moody's global scale ratings in that they are not globally comparable to the full universe of Moody's rated entities, but only with NSRs for other rated debt issues and issuers within the same country. NSRs are designated by a ".nn" country modifier signifying the relevant country, as in ".mx" for Mexico. ===================== P U E R T O R I C O ===================== GP WEST: U.S. Court Okays Retention of Bufete Roberto as Attorneys ------------------------------------------------------------------ The Hon. Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court for the District of Puerto Rico authorized GP West, Inc., to employ Bufete Roberto Corretjer Piquer as its bankruptcy lawyers. As reported in the Troubled Company Reporter on July 5, 2011, the Debtor said that it is not sufficiently familiar with the law to be able to plan and conduct the Chapter 11 proceedings without competent legal counsel. The Debtor has provided BRCP a US$50,000 retainer, against which the law firm will bill on the basis of US$175 per hour, plus expenses, for work performed or to be performed by Roberto Corretjer Piquer, Eduardo J. Corretjer Reyes, and any associates and US$75 for paralegals. BRCP served as pre-bankruptcy outside general counsel for GP West, its affiliate Swiss Chalet Inc., GP West's shareholder, Camape S.E., and GP West's director, Pedro Feliciano Benitez. Eduardo J. Corretjer Reyes, Esq., an associate at BRCP, assured the Court that his firm is a "disinterested person" as the term is defined under 11 U.S.C. Sec. 101(14). About GP West GP West, Inc., based in San Juan, Puerto Rico, filed for Chapter 11 bankruptcy (Bankr. D. P.R. Case No. 11-04954) on June 9, 2011. CPA Luis R. Carrasquillo & Co., P.S.C., serves as financial consultant. In its schedules, the Debtor disclosed US$13,384,251 in assets and US$132,825,590 in debts. The petition was signed by Jose Teixidor Mendez, president. GP WEST: Has Deal for Cash Collateral Access Until Nov. 30 ---------------------------------------------------------- GP West, Inc., asks the U.S. Bankruptcy Court for the District of Puerto Rico to approve a stipulation with CPG/GS PR NPL LLC, as purchaser and successor-in-interest of certain assets of First Bank Puerto Rico including, among others, credit facilities pursuant to the loans of approximately US$10 million made by FBPR to Debtor. The Debtor requires the use of cash collateral to satisfy operating expenses pending the approval and consummation of the sale of certain assets and other approved expenses until Nov. 30, 2011. As of June 9, 2011, the outstanding principal balance claimed by CPG/GS under the loan agreements was approximately US$8,272,539 (pending reconciliation) plus accrued and unpaid interest. To secure certain of Debtor's obligations to FBPR, on Dec. 19, 2007, the Debtor subscribed certain Deed of Mortgage, deed number 105 of Michele Rachid Pineiro, granting FBPR, the right to receive the proceeds and rents generated by Debtor's non-residential real property. The stipulation provides for these terms: 1. CPG/GS consents to the Debtor's limited use of certain of CPG/GS's cash collateral to satisfy certain operating expenses. 2. The Debtor is not authorized to use cash collateral for any expenditure other than the permitted expenditures, nor beyond the stipulation end date, with a variance of 10% of the budgeted amounts, in the aggregate. 3. The monthly payments to CPG/GS, from the cash, receivables collections, and other revenues received by Debtor during the previous month from Debtor's operations, in excess of its operating costs. Therefore, the monthly payments to be made by Debtor to CPG/GS as adequate protection will be (i) an initial payment of US$85,000 on Aug. 1; and thereafter (ii) any cash on hand in the accounts of the Debtor in excess of US$12,000 as of the last day of each month. The payments will be applied to the principal balance of CPG/GS secured claim. 4. The Debtor also grants CPG/GS a replacement lien and a postpetition security interest on all of the assets and collateral acquired by Debtor after the Petition Date, as entered into prepetition, to the same extent and priority, and on the same types of property, as CPG/GS's liens and security interests in the prepetition Collateral and a superpriority administrative claim status. 5. As additional adequate protection: -- The Debtor agrees that upon the consummation of any sale of its current real property or future real property acquired with the proceeds of the sale of it current real property, all of the net proceeds of such sale will be paid immediately and indefeasibly to CPG/GS for CPG/GS' benefit at the closing of the sale(s) in an amount equivalent to the outstanding balance of the loans, plus any postpetition interest and charges that may have accrued to the extent permitted by the Bankruptcy Code, after deducting all and any sales related costs previously approved by CPG/GS; -- The Debtor will grant CPG/GS access to monitor its debtor-in-possession accounts and the payments and deposits made therein or therefrom; -- The postpetition collateral under the replacement liens and the prepetition collateral will all serve as cross- collateral for the loans and any and all other amounts disbursed by CPG/GS to the Debtor under the financing agreements. CPG/GS is represented by: David P. Freedman, Esq. Hermann D. Bauer, Esq. O'NEILL & BORGES American International Plaza 250 Munoz Rivera Avenue, Suite 800 San Juan, Puerto Rico 00918-1813 Tel: (787) 764-8181 Fax: (787) 753-8944 E-mail: David.Freedman@oneillborges.com Hermann.bauer@oneillborges.com About GP West GP West, Inc., based in San Juan, Puerto Rico, filed for Chapter 11 bankruptcy (Bankr. D. P.R. Case No. 11-04954) on June 9, 2011. CPA Luis R. Carrasquillo & Co., P.S.C., serves as financial consultant. In its schedules, the Debtor disclosed US$13,384,251 in assets and US$132,825,590 in debts. The petition was signed by Jose Teixidor Mendez, president. No trustee or examiner has been appointed in this Chapter 11 case, and no official committee of creditors or otherwise has been appointed or designated. =============================== T R I N I D A D & T O B A G O =============================== CL FINANCIAL: Touchstone Exploration Acquires Primera Group ----------------------------------------------------------- Touchstone Exploration Inc., through its indirect wholly owned subsidiary, Territorial Services Limited, concluded negotiations and has entered into a definitive share purchase agreement with respect to the previously announced acquisition of all of the issued and outstanding shares of Primera Oil & Gas Ltd., Primera Oilfield Management Services Ltd., and Primera East Brighton Ltd. from CL Financial Ltd. The Primera Group consists of equity interests in three privately owned Trinidad-based companies engaged in the exploration for and development and production of oil and gas reserves in Trinidad and Tobago. The underlying assets associated with the Primera Group consists of 16 oil and gas properties comprising 7 on-shore producing oil and gas properties, 1 on-shore exploration property, 1 offshore exploration property and 7 undeveloped properties. All of the properties are located within the Southern Sedimentary and Columbus Basins of Trinidad and Tobago which have a long production history. Touchstone will also acquire technical support, equipment and equipment rentals as well as various administrative and management services with respect to the exploration, development and production of crude oil and natural gas resources in the Trinidad & Tobago region. The total purchase price, net of liabilities assumed, is US$50,700,000. A deposit of US$1,000,000.00 has been paid into escrow concurrent with the execution of the share purchase agreement, and the balance of US$4,070,000.00 will be paid within seven days of the execution of the share purchase agreement. The cash consideration payable will be paid by the Company from proceeds from the recently completed debenture unit offering and subscription receipt offering. An aggregate of US$23.3 million of the purchase price will be financed by way of vendor take-back notes due two years from closing bearing coupon interest at a rate of 8% per annum and secured exclusively against the Primera Group assets to be acquired. Certain assets of the Primera Group are subject to contractual rights of first refusal or non-binding post-completion arrangements for sale, the proceeds from which will be used to firstly pay-down the vender take-back notes, and any amount in excess of the vendor take back notes will be paid to the benefit of the vendor. The parties are seeking to close the Primera Acquisition prior to August 15. However, completion of the transactions described above remains subject to a number of conditions, including but not limited to Trinidad regulatory consents and the filing and acceptance of all required documentation from the TSX Venture Exchange. There can be no assurance that the proposed transactions will be completed as proposed or at all. Investors are referred to the specific risks and uncertainties applicable to the oil and gas industry generally, and Touchstone's operations in Trinidad and its securities specifically, as set out in Touchstone's Annual Information Form and the most recent management discussion and analysis, which may be viewed with other Touchstone disclosure documents through the Internet on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) at http://www.sedar.com/ About CL Financial CL Financial Group Limited is a privately held conglomerate in Trinidad and Tobago. Founded as an insurance company by Cyril Duprey, Colonial Life Insurance Company was expanded into a diversified company by his nephew, Lawrence Duprey. CL Financial is now one of the largest local conglomerates in the region, encompassing over 65 companies in 32 countries worldwide with total assets standing at roughly US$100 billion. * * * As reported in the Troubled Company Reporter-Latin America on August 10, 2009, A.M. Best Co. downgraded the financial strength rating to C (Weak) from B (Fair) and issuer credit rating to "ccc" from "bb" of Colonial Life Insurance Company (Trinidad) Limited (CLICO) (Trinidad & Tobago). The ratings remain under review with negative implications. CLICO is an insurance member company of CL Financial Limited (CL Financial), a diversified holding company based in Trinidad & Tobago. According to a TCR-LA report on Feb. 20, 2009, citing Trinidad and Tobago Express, Tobago President George Maxwell Richards signed bailout bills for CL Financial, giving the government the authority to control the company's unit, Colonial Life Insurance Company, and giving the central bank extensive powers to treat with CL Financial's collapse and the consequent systemic crisis. *********** Monday's edition of the TCR-LA delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR-LA editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR-LA constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR-LA editor holds some position in the issuers' public debt and equity securities about which we report. Tuesday's edition of the TCR-LA features a list of companies with insolvent balance sheets obtained by our editors based on the latest balance sheets publicly available a day prior to publication. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Thursday's edition of the TCR-LA. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com *********** 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, Marites O. Claro, Joy A. Agravante, Rousel Elaine T. Fernandez, Valerie U. Pascual, Psyche A. Castillon, Ivy B. Magdadaro, Frauline S. Abangan, and Peter A. Chapman, Editors. Copyright 2011. 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$625 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 * * *