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/raid1/www/Hosts/bankrupt/TCRLA_Public/140307.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 Friday, March 7, 2014, Vol. 15, No. 47 Headlines A R G E N T I N A YPF SA: Discloses Exchange Offer for 10% Notes Due 2028 YPF SA: Fitch Puts 'B-/RR4' Rating to US$100M 2018 Notes Reopening B R A Z I L BR PROPERTIES: To Sell Warehouses to GLP for US$1.36 Billion C A Y M A N I S L A N D S ARVIN CAYMAN: Creditors' Proofs of Debt Due April 17 BELVEDERE MALACCA: Creditors' Proofs of Debt Due March 26 CHARLES LIMITED: Creditors' Proofs of Debt Due March 25 CORRIENTES STRATEGY: Creditors' Proofs of Debt Due March 17 GG CURRENCY: Commences Liquidation Proceedings GOMA: Creditors' Proofs of Debt Due March 17 HOOP INVESTMENT: Commences Liquidation Proceedings LUFT 476: Creditors' Proofs of Debt Due March 26 MIZU RYU: Commences Liquidation Proceedings QCON CAYMAN: Creditors' Proofs of Debt Due March 16 SCM PRIVATE: Commences Liquidation Proceedings C H I L E SMU S.A. Y SUBSIDIARIAS: S&P Affirms 'CCC+' Corp. Credit Rating D O M I N I C A N R E P U B L I C DOMINICAN REPUBLIC: To Grow 4.5% in 2014, Central Banker Says M E X I C O CREDITO REAL: S&P Affirms 'BB' ICR & Rates $300MM Sr. Notes 'BB' - - - - - ================= A R G E N T I N A ================= YPF SA: Discloses Exchange Offer for 10% Notes Due 2028 ------------------------------------------------------- YPF S.A. disclosed an offer to exchange any and all of its outstanding 10% Medium-Term Notes (Series C) due 2028 (the Old Notes) for 8.875% Senior Notes due 2028 (the New Notes). The terms of the exchange offer are described in YPF's Pricing Supplement, dated March 4, 2014 (the Pricing Supplement). The exchange offer will expire at 5:00 p.m. on April 1, 2014, unless extended or terminated earlier by YPF. YPF is offering the New Notes only to holders of the Old Notes, and will accept for exchange any and all validly tendered and not validly withdrawn Old Notes. The exchange offer is subject to certain conditions set forth in the Pricing Supplement. Tenders of Old Notes may be validly withdrawn at any time prior to the Expiration Date. YPF SA is Argentina's leading energy company, operating a fully integrated oil and gas chain with leading market positions across the domestic upstream and downstream segments. YPF's upstream operations consist of the exploration, development and production of crude oil, natural gas and LPG. YPF's downstream operations include the refining, marketing, transportation and distribution of oil and a wide range of petroleum products, petroleum derivatives, petrochemicals, LPG and bio-fuels. YPF SA: Fitch Puts 'B-/RR4' Rating to US$100M 2018 Notes Reopening ------------------------------------------------------------------ Fitch rates YPF S.A.'s (YPF) US$100 million reopening of the company's 2018 notes 'B-/RR4.' The reopening of the 2018 notes is available only to holders of the company's US$100 million senior unsecured notes due in November 2028. An exchange of debt instruments by these holders would not result in an increase in the company's debt. If successful, the 2018 notes outstanding would be increased to US$600 million. Key Rating Drivers YPF's ratings reflect its strong linkage with the credit quality of the Republic of Argentina (Fitch local and foreign currency Issuer Default Ratings [IDRs] of 'B-', Outlook Negative, and 'CC', respectively)and the company's low reserve life. Linkage to Sovereign: YPF's ratings reflect the close linkage with the Republic of Argentina resulting from the company's ownership structure as well as recent government interventions. The Republic of Argentina controls the company through its 51% participation after it nationalized the company on April 2012. Following this action, the company's strategy and business decisions are governed by the Republic of Argentina. Low Hydrocarbon Reserve Life: The ratings consider the company's relatively weak operating metrics characterized by low reserve life and historically declining production levels. As of year-end 2012, YPF reported proved reserves of 979 million barrels of oil equivalent (boe) and average production of 485,000 boe per day. Year-to-date September 2013, the company's average production of 485,000 boe per day is consistent with 2012 trends. Production has been relatively stable, though with a slight upturn during 2013, especially in 3Q'13, reaching 496,500 boe per day. This translates into a reserve life of approximately 5.5 years, which is significantly below optimal levels and has the potential to create significant operational challenges in the medium-to long- term. During 2012, the company's reserve replacement ratio was approximately 85%. Strong Business Position: YPF benefits from a strong business position supported by its vertically integrated operations and dominant market presence in the Argentine hydrocarbons' market. Fitch anticipates that YPF will continue to exercise an active role in domestic fuel and gas supply. Adequate Credit Protection Metrics: YPF has relatively solid credit protection metrics, characterized by moderate leverage and a manageable debt amortization schedule. As of the last 12 months (LTM) ended Sept. 30, 2013, total financial leverage, as measured by total debt-to-EBITDA, reached 1.2x, which is considered low for the assigned rating. As of year-end 2012, YPF's total debt-to- total proved reserves ratio was average at USD3.5 per boe. Total debt as of Sept. 30, 2013 amounted to approximately USD4.5 billion, of which approximately USD1.1 billion was short-term. Total cash and equivalents amounted to approximately USD1.2 billion as of Sept. 30, 2013. EBITDA for the LTM ended September 2013 was approximately USD3.7 billion. During recent years, the company's leverage has been increasing, mostly as a result of increases in debt. The company's stated strategy is to maintain its net leverage below 1.5x. The 'RR4' Recovery Rating for the company's senior unsecured notes outstanding reflects an average expected recovery given default and is in line with the RR soft cap established for Argentina. Rating Sensitivity YPF's ratings could be negatively affected by a combination of the following: a downgrade of the Republic of Argentina's ratings; a significant deterioration of credit metrics; and/or the adoption of adverse public policies that can affect the company's business performance in any of its business segments. A positive rating action in the short- to medium-term is considered unlikely given the linkage with sovereign credit quality and the Negative Outlook for all foreign and local currency IDRs. =========== B R A Z I L =========== BR PROPERTIES: To Sell Warehouses to GLP for US$1.36 Billion ------------------------------------------------------------ Reuters reports that BR Properties SA will sell most of its industrial warehouses and logistics facilities to Singapore-listed Global Logistic Properties Limited for BRL3.18 billion (US$1.36 billion), according to a securities filing. The sale reflects a recent trend across Brazil's corporate landscape, as the country's biggest companies cut back operations and sells assets to shore up balance sheets amid tougher economic conditions, according to Reuters. The report relates that the commercial real estate sector has been particularly hard-hit, with skittish potential tenants and abundant supply leading to stubbornly high vacancy rates. In November, the report recalls, BR Properties said it would sell the properties to WTGoodman IBP Participacoes, a joint venture between Australia's Goodman Group Pty Ltd (GMG.AX) and local developer WTorre, pending a due diligence period. In March 5's filing, however, BR Properties said the deal was now being carried out with GLP's LPP Empreendimentos e Participacoes unit after WTGoodman IBP's exclusivity agreement expired, the report notes. Reuters discloses that cash generated by the asset sale will be used to cut debt, buy back shares and pay dividends, BR Properties said. Nearly 25 percent of BR Properties' debt is denominated in U.S. dollars, according to Thomson Reuters data. Brazil's currency weakened about 6.6 percent against the dollar in the fourth quarter, contributing to a 32 percent jump in financial expenses in the quarter from the same period in 2013, the report says. While the company has tried to reduce its debt burden since early 2012, net debt at the end of December was up slightly from the previous quarter at BRL4.6 billion, the report notes. * * * As reported in the Troubled Company Reporter-Latin America on July 5, 2013, Standard & Poor's Ratings Services affirmed its 'BB' global scale and 'brAA' national scale ratings on BR Properties S.A. At the same time S&P revised the outlook to positive from stable. ========================== C A Y M A N I S L A N D S ========================== ARVIN CAYMAN: Creditors' Proofs of Debt Due April 17 ---------------------------------------------------- The creditors of Arvin Cayman Islands, Ltd. are required to file their proofs of debt by April 17, 2014, to be included in the company's dividend distribution. The company commenced liquidation proceedings on Jan. 16, 2014. The company's liquidator is: Paget-Brown Trust Company Ltd. c/o Ica Eden Telephone: (345)-949-5122 Facsimile: (345)-949-7920 P.O. Box 1111 Grand Cayman KY1-1102 Cayman Islands BELVEDERE MALACCA: Creditors' Proofs of Debt Due March 26 --------------------------------------------------------- The creditors of Belvedere Malacca Master Fund are required to file their proofs of debt by March 26, 2014, to be included in the company's dividend distribution. The company commenced liquidation proceedings on Feb. 5, 2014. The company's liquidator is: Mourant Ozannes Cayman Liquidators Limited c/o Mourant Ozannes Attorneys-at-Law for the Company Reference: Tracy Hylton Telephone: (+1) 345 949 4123 Facsimile: (+1) 345 949 4647; or Mourant Ozannes Cayman Liquidators Limited Reference: Peter Goulden Telephone: (+1) 345 949 4123 Facsimile: (+1) 345 949 4647 94 Solaris Avenue, Camana Bay P.O. Box 1348, George Town Grand Cayman KY1-1108 Cayman Islands CHARLES LIMITED: Creditors' Proofs of Debt Due March 25 ------------------------------------------------------- The creditors of Charles Limited are required to file their proofs of debt by March 25, 2014, to be included in the company's dividend distribution. The company commenced wind-up proceedings on Feb. 6, 2014. The company's liquidator is: Buchanan Limited c/o Allison Kelly Telephone: (345) 949-0355 Facsimile: (345) 949-0360 P.O. Box 1170, George Town Grand Cayman KY1-1102 Cayman Islands CORRIENTES STRATEGY: Creditors' Proofs of Debt Due March 17 ----------------------------------------------------------- The creditors of Corrientes Strategy Fund are required to file their proofs of debt by March 17, 2014, to be included in the company's dividend distribution. The company commenced liquidation proceedings on Feb. 4, 2014. The company's liquidator is: Appleby Trust (Cayman) Ltd. c/o George Bashforth Telephone: +1 (345) 949 4900 75 Fort Street P.O. Box 1350, George Town Grand Cayman KY1-1108 Cayman Islands GG CURRENCY: Commences Liquidation Proceedings ---------------------------------------------- On Jan. 31, 2014, the sole shareholder of GG Currency Partners Limited resolved to voluntarily liquidate the company's business. Creditors are required to file their proofs of debt to be included in the company's dividend distribution. The company's liquidator is: Summit Management Limited c/o David Egglishaw Telephone: (345) 945 7676 Suite # 4-210, Governors Square P.O. Box 32311 Grand Cayman KY1-1209 Cayman Islands GOMA: Creditors' Proofs of Debt Due March 17 -------------------------------------------- The creditors of Goma are required to file their proofs of debt by March 17, 2014, to be included in the company's dividend distribution. The company commenced liquidation proceedings on Jan. 30, 2014. The company's liquidator is: Appleby Trust (Cayman) Ltd c/o George Bashforth Telephone: +1 (345) 949 4900 75 Fort Street P.O. Box 1350, George Town Grand Cayman KY1-1108 Cayman Islands HOOP INVESTMENT: Commences Liquidation Proceedings -------------------------------------------------- On Feb. 3, 2014, the shareholders of Hoop Investment Ltd. resolved to voluntarily liquidate the company's business. The company's liquidator is: Harry Thompson Harbour House P.O. Box 4428, Road Town, Tortola British Virgin Islands LUFT 476: Creditors' Proofs of Debt Due March 26 ------------------------------------------------ The creditors of Luft 476 Limited are required to file their proofs of debt by March 26, 2014, to be included in the company's dividend distribution. The company commenced liquidation proceedings on Feb. 7, 2014. The company's liquidator is: Intertrust SPV (Cayman) Limited 190 Elgin Avenue, George Town Grand Cayman KY1-9005 Cayman Islands c/o Kim Charaman/Jennifer Chailler Telephone: (345) 943-3100 MIZU RYU: Commences Liquidation Proceedings ------------------------------------------- On Feb. 10, 2014, the shareholder of Mizu Ryu Investment, Ltd. resolved to voluntarily liquidate the company's business. Creditors are required to file their proofs of debt to be included in the company's dividend distribution. The company's liquidator is: Stanley Emmett Thomas III 2710 The Centre 99 Queen's Road Central Hong Kong QCON CAYMAN: Creditors' Proofs of Debt Due March 16 --------------------------------------------------- The creditors of QCON Cayman Ltd. are required to file their proofs of debt by March 16, 2014, to be included in the company's dividend distribution. The company commenced wind-up proceedings on Jan. 7, 2014. The company's liquidator is: Gene Dacosta Telephone: (345) 814 7765 Facsimile: (345) 945 3902 P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands SCM PRIVATE: Commences Liquidation Proceedings ---------------------------------------------- On Feb. 10, 2014, the shareholders of SCM Private Equity Company Limited resolved to voluntarily liquidate the company's business. Creditors are required to file their proofs of debt to be included in the company's dividend distribution. The company's liquidator is: Delta FS Limited c/o Janeen Aljadir Telephone: +1 (345) 743 6626 P.O. Box 11820 Grand Cayman Cayman Islands ========= C H I L E ========= SMU S.A. Y SUBSIDIARIAS: S&P Affirms 'CCC+' Corp. Credit Rating --------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'CCC+' corporate credit and issue-level ratings on SMU S.A. y Subsidiarias (SMU). The outlook on the corporate credit rating is negative. "The ratings on SMU reflect its deteriorated profitability with low EBITDA margins compared to peers', limited geographic and format diversification, high leverage levels that are reflected in a negative capital structure, 'weak' liquidity and our expectations for negative free operating cash flow in the next three years," said Standard & Poor's credit analyst Sandra Tinoco. Somewhat mitigating these factors are the company's still favorable market position in the supermarket industry in Chile, and that the company will meet its debt maturities in 2014 and 2015 from the ongoing support from its shareholders through capital injections and the sale of non-core assets. In December 2013, SMU injected the remaining $187 million (Chilean peso [CLP] 100 billion) from a total commitment of $300 million (CLP164 billion) as per an agreement with its local bondholders, which SMU's lenders required to maintain the company's waivers until the release of its financial statements from Dec. 31, 2016. The company paid down more bank debt with these funds and, a month later, reached a final agreement with its banks. =================================== D O M I N I C A N R E P U B L I C =================================== DOMINICAN REPUBLIC: To Grow 4.5% in 2014, Central Banker Says ------------------------------------------------------------- Dominican Today reports that the International Monetary Fund (IMF) mission met with Central banker Hector Valdez Albizu to analyze the performance of Dominican Republic's economy and evaluate the post-monitoring program (PPM) approved by its Executive Board. During the meeting Mr. Valdez said the economic behavior in 2013 highlighted a 4.1% above-estimate growth of GDP and inflation of 3.9%, "below the target set in the monetary program," according to Dominican Today. IMF Mission leader Przemek Gajdeczka said the visit's main objective is to develop key economic sectors, budget execution and the energy sector's performance, the report notes. In a statement, the report relates that Mr. Valdez explained other aspects such as decrease in the current account deficit from 6.7% to 4.2%, and the significant increase in international reserves. "The growth outlook for this year 2014 is around 4.5%," the report quoted Mr. Valdez as saying. =========== M E X I C O =========== CREDITO REAL: S&P Affirms 'BB' ICR & Rates $300MM Sr. Notes 'BB' ---------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'BB' global scale issuer credit and issue-level ratings, on Credito Real, S.A.B. de C.V., SOFOM, E.N.R. (Credito Real). S&P also affirmed its 'mxA/mxA-2' Mexican national scale counterparty credit and debt ratings on the company. The outlook is stable. At the same time, S&P assigned its 'BB' debt rating to Credito Real's proposed five- year senior unsecured notes for up to $300 million. S&P also withdrew the 'mxA' rating it assigned to the company's medium-term notes, CREAL 14, because the company did not proceed with the issuance. *********** 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. 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., Washington, D.C., USA, Marites O. Claro, Joy A. Agravante, Rousel Elaine T. Fernandez, Valerie U. Pascual, Julie Anne L. Toledo, and Peter A. Chapman, Editors. Copyright 2014. 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$775 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 Peter A. Chapman at 215-945-7000 or Nina Novak at 202-241-8200. * * * End of Transmission * * *