/raid1/www/Hosts/bankrupt/TCRLA

/raid1/www/Hosts/bankrupt/TCRLA_Public/160603.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, June 3, 2016, Vol. 17, No. 109 Headlines B R A Z I L BANCO INDUSVAL: S&P Cuts Ratings to 'B-/C' then Withdraws Rating BRAZIL: Economy Shrinks for Fifth Consecutive Quarter ELDORADO BRASIL: S&P Assigns 'B+' CCR; Outlook Stable PARANAPANEMA SA: S&P Lowers CCR to 'CCC-' then Withdraws Rating C A Y M A N I S L A N D S AGCF OS: Placed Under Voluntary Wind-Up AGHF OS: Placed Under Voluntary Wind-Up AGOF OS: Placed Under Voluntary Wind-Up LIMEROCK III: Creditors' Proofs of Debt Due June 15 MAREA TB I: Creditors' Proofs of Debt Due June 15 NEBULAE HOLDINGS: Shareholders' Final Meeting Set for June 14 NOMAD TB I: Creditors' Proofs of Debt Due June 15 NORTH END: Creditors' Proofs of Debt Due June 15 RITCHIE RML: Placed Under Voluntary Wind-Up RITCHIE RSS: Placed Under Voluntary Wind-Up J A M A I C A DIGICEL GROUP: Completes US$45MM Network Upgrade in El Salvador JAMAICA: PM Says Future Tax Reforms Could Lead to Fewer Taxes M E X I C O BANCO AHORRO: S&P Puts 'B' Rating on CreditWatch Negative GRUPO FAMSA: S&P Puts 'B' Rating on CreditWatch Negative P E R U SAN MIGUEL: Moody's Affirms Ba2 GS CFR; Revises Outlook to Stable P U E R T O R I C O AEROPOSTALE INC: Tax Authorities Oppose Financing Motion AEROPOSTALE INC: Texas Taxing Agencies Object to Asset Sale V E N E Z U E L A VENEZUELA: Venezuelans to Benefit From Incoming Supply of Goods - - - - - =========== B R A Z I L =========== BANCO INDUSVAL: S&P Cuts Ratings to 'B-/C' then Withdraws Rating ---------------------------------------------------------------- S&P Global Ratings lowered its global scale ratings on Banco Indusval & Partners S.A. (BI&P) to 'B-/C' from 'B/B'. At the same time, S&P lowered its national scale ratings on the bank to 'brB/brC' from 'brBB-/brB'. S&P also withdrew ratings at the issuer's request. At the time of the withdrawal, the outlook was negative. The downgrade of BI&P reflects S&P's revised assessment of its business position to weak (-3) from weak (-2) due to the bank's deteriorating business stability. The ratings also reflect BI&P's moderate capital and earnings (with a forecasted risk-adjusted capital [RAC] ratio of about 5.4% for the next two years), moderate risk position, below-average funding, and adequate liquidity. In response to Brazil's deepening recession, the bank decided to deleverage its portfolio in the past 15 months. As a result, its loan portfolio shrunk around 47%. In turn, the bank's operating revenue decreased around 36% year over year. Despite higher fee- based revenue from its brokerage company (Guide Investimentos), S&P believe sBI&P was unable to compensate for lower lending revenue, leading to another year of operating losses. The bank intends to expand its loan portfolio because it anticipates that economy will start recovering in 2017. Still, S&P believes posting a profitable year-end result, stemming from improved revenue, is the bank's main challenge. S&P's assessment of the bank's capital and earnings reflected its moderate capital ratios. According to S&P's risk-adjusted capital framework methodology, it expects an average 5.5% ratio for the next two years as the bank continues to implement its conservative lending growth strategy. Management's decision to restrict lending in 2015 to protect the bank against eventual spikes in delinquency relieved pressure on its RAC. However, increasing economic risk in Brazil and its weaker credit quality have raised risk charges under S&P's RAC framework. S&P expects the bank's lending to gradually start growing and to increase its fee-based revenue base as Guide Investimentos continues to expand. Still, S&P continues to view BI&P's profitability as very low, given operating losses since 2013. "We viewed the bank's risk position as moderate. We believe BI&P's weaker asset quality is mostly related to the default of one of its largest clients, Ceagro Agricola (D/--/--), a Brazil- based pure commodity trading company. Excluding this client, BI&P's asset quality metrics were still in line with those of its peers with the moderate capital and earnings score. As of March 2016, the bank's adjusted nonperforming loans (excluding Ceagro) accounted for 3.9% of total loans (from 12.9% exluding adjustments), and its adjusted net charge-offs to total loans were 3.3%. We believe the bank's segment and client concentration weakened its risk position and made it vulnerable to Brazil's rapidly cooling economy. Currently, BI&P's agribusiness exposure represents around 30% of its total loans, and its 20 largest clients represent 25.5% of total loans, up from 20.5% at the end of 2014. However, the bank's decision to deleverage its customer loans and focus on fee-based products in 2015 mitigated these risks," S&P said. "The moderate score on BI&P's funding and liquidity stems from an adequate liquidity position and below-average funding profile. As of March 2016, the bank's stable funding ratio reached 147%; however, we still consider its funding to be below average because we believe that BI&P's funding base was narrower than the industry average. However, the bank's funding base is more retail oriented than those of other domestic small and midsize banks, which we viewed as credit strength. BI&P's main funding source is core customer deposits, which accounted for 91% of its total funding base as of March 2016, almost 50% of which consists of retail deposits. The bank's remaining funding sources are borrowings from abroad and on-lending from the Brazilian Development National Bank (BNDES). We viewed BI&P's liquidity as adequate. The bank's broad liquid assets totaled R$1.4 billion as of March 2016, covering 90% of its short-term customer deposit base, which reflects its prudent liquidity management. In addition, BI&P's broad liquid assets, which are larger than those of its peers, covered its short-term wholesale funding by 6.8x, as of March 2016. We expect the bank's liquidity to remain adequate," S&P noted. BRAZIL: Economy Shrinks for Fifth Consecutive Quarter ----------------------------------------------------- RJR News reports that Brazil's economy continued to shrink in the first quarter of 2016, contracting by 0.3%. It was the fifth consecutive quarter in which the economy has shrunk, according to RJR News. Brazil's GDP also fell by 5.4% -- which was also better than the 6.1% contraction forecast, the report notes. The Brazilian economy is now expected to contract by 4.3% this year, the report relays. Hit with the worst recession in decades, Brazil is also grappling with political crisis, following the removal of President Dilma Rousseff from office, pending an impeachment trial, the report notes. As reported in the Troubled Company Reporter-Latin America on March 29, 2016, severe contraction that was preceded by several years of below-trend growth has impaired Brazil's (Ba2 negative) underlying economic strength, despite the country's large and diversified economy, says Moody's Investors Service. The country's credit rating is also coming under pressure from the government's high level of mandatory spending. ELDORADO BRASIL: S&P Assigns 'B+' CCR; Outlook Stable ----------------------------------------------------- S&P Global Ratings assigned its 'B+' long-term corporate credit rating on Eldorado Brasil Celulose S.A. In addition, S&P assigned its 'B' short-term corporate credit rating on the company. The outlook is stable. The existing 'brBBB' Brazilian national scale rating on the company remains unchanged. The 'B+' rating on Eldorado incorporates its competitive cost structure thanks to its access to highly productive forest, a new state-of-the-art production unit, and efficient logistics. The mitigating factors are the company's narrow range of business units and productive assets, and smaller scale than those of its global peers. The rating also reflects the company's stronger capital structure and lighter balance sheet due to a weaker Brazilian real--which depreciated 50% in 2015--healthy pulp prices, and decreasing wood and logistic costs after the successful ramp-up of Eldorado's first 1.7 million tons per year (mtpy) pulp mill. These factors boosted Eldorado's adjusted EBITDA generation to R$2.1 billion in the past 12 months as of March 2016 from R$1 billion in the same period of 2015. S&P expects that the favorable conditions for Brazilian exporters, including for Eldorado, will persist in the short to medium term. In addition, the company has been intensifying harvesting activities at its forests, which are closer to the mill, thus reducing average transport distances. At the same time, Eldorado is benefiting from the start of the operations of its own terminal port in the city of Santos and from lower logistics costs by transporting part of its pulp production through containers at competitive prices. S&P expects costs to fall further until the planned second production line at the existing Tres Lagoas mill (project Vanguarda 2.0) becomes operational in 2019, when the company will increase its use of wood through third parties at the start-up stage. PARANAPANEMA SA: S&P Lowers CCR to 'CCC-' then Withdraws Rating --------------------------------------------------------------- S&P Global Ratings lowered its corporate credit ratings assigned to Paranapanema S.A. on the global scale to 'CCC-' from 'B' and on the national scale to 'brCCC-' from 'brBB-'. Subsequently, S&P has withdrew the ratings at the company's request. At the time of the withdrawal, the ratings were on CreditWatch with negative implications. Paranapanema announced that it has hired an advisory firm to implement measures to improve the company's capital structure. S&P believes that such measures include renegotiating terms and conditions with current debt holders, which would likely result in a debt restructuring. Paranapanema continues to face challenges due to the weak economic conditions in Brazil, which have affected demand for its products and decreased credit availability that would allow the company to refinance maturing debt and fund raw material purchases. In that sense, S&P expects additional working capital needs to lead to greater cash consumption than previously expected, likely adding refinancing risks. Therefore, S&P anticipates that any debt restructuring negotiations could be considered distressed and tantamount to a default. Paranapanema's liquidity is now weak, following the declining availability of credit to refinance its debt and fund raw material purchases. As a result, the company may use a meaningful portion of its cash position by the end of March 2016, to deal with working capital needs and debt amortizations, which continue to be sizable in the short term, while about R$250 million of its cash remains restricted since it has been provided as collateral for energy purchase contracts. At the time of the withdrawal, the CreditWatch negative reflected S&P's view that it could further downgrade the company over the next six months if Paranapanema announces a restructuring of its debts that S&P would most likely assess as distressed or equivalent to a default. ========================== C A Y M A N I S L A N D S ========================== AGCF OS: Placed Under Voluntary Wind-Up --------------------------------------- On May 13, 2016, the shareholders of AGCF OS SLP, Ltd. resolved to voluntarily wind up the company's operations. Creditors are required to file their proofs of debt to be included in the company's dividend distribution. The company's liquidator is: Alden Global Capital LLC c/o Tim Cone Telephone: +1 (345) 949 9876 Facsimile: +1 (345) 949-9877 Ogier 89 Nexus Way Camana Bay Grand Cayman KY1-9009 Cayman Islands AGHF OS: Placed Under Voluntary Wind-Up --------------------------------------- On May 13, 2016, the shareholders of AGHF OS SLP, Ltd. resolved to voluntarily wind up the company's operations. Creditors are required to file their proofs of debt to be included in the company's dividend distribution. The company's liquidator is: Alden Global Capital LLC c/o Tim Cone Telephone: +1 (345) 949 9876 Facsimile: +1 (345) 949-9877 Ogier 89 Nexus Way Camana Bay Grand Cayman KY1-9009 Cayman Islands AGOF OS: Placed Under Voluntary Wind-Up --------------------------------------- On May 13, 2016, the shareholders of AGOF OS SLP, Ltd. resolved to voluntarily wind up the company's operations. Creditors are required to file their proofs of debt to be included in the company's dividend distribution. The company's liquidator is: Alden Global Capital LLC c/o Tim Cone Telephone: +1 (345) 949 9876 Facsimile: +1 (345) 949-9877 Ogier 89 Nexus Way Camana Bay Grand Cayman KY1-9009 Cayman Islands LIMEROCK III: Creditors' Proofs of Debt Due June 15 --------------------------------------------------- The creditors of Limerock III TB I, Ltd. are required to file their proofs of debt by June 15, 2016, to be included in the company's dividend distribution. The company commenced liquidation proceedings on May 12, 2016. The company's liquidator is: Andre Slabbert Estera Trust (Cayman) Limited c/o Estera Trust (Cayman) Limited 75 Fort Street PO Box 1350 Grand Cayman KY1-1108 Cayman Islands Telephone: +1 (345) 949 4900 MAREA TB I: Creditors' Proofs of Debt Due June 15 ------------------------------------------------- The creditors of Marea TB I, Ltd. are required to file their proofs of debt by June 15, 2016, to be included in the company's dividend distribution. The company commenced liquidation proceedings on May 12, 2016. The company's liquidator is: Andre Slabbert Estera Trust (Cayman) Limited c/o Estera Trust (Cayman) Limited 75 Fort Street PO Box 1350 Grand Cayman KY1-1108 Cayman Islands Telephone: +1 (345) 949 4900 NEBULAE HOLDINGS: Shareholders' Final Meeting Set for June 14 ------------------------------------------------------------- The shareholders of Nebulae Holdings Ltd. will hold their final meeting on June 14, 2016, at 9:00 a.m., to receive the liquidator's report on the company's wind-up proceedings and property disposal. The company commenced liquidation proceedings on April 19, 2016. The company's liquidator is: Elian Fiduciary Services (Cayman) Limited Lynden John Tamara Hill e-mail lynden.john@elian.com Telephone: +1 (345) 815.1456 NOMAD TB I: Creditors' Proofs of Debt Due June 15 ------------------------------------------------- The creditors of Nomad TB I, Ltd. are required to file their proofs of debt by June 15, 2016, to be included in the company's dividend distribution. The company commenced liquidation proceedings on May 12, 2016. The company's liquidator is: Andre Slabbert Estera Trust (Cayman) Limited c/o Estera Trust (Cayman) Limited 75 Fort Street PO Box 1350 Grand Cayman KY1-1108 Cayman Islands Telephone: +1 (345) 949 4900 NORTH END: Creditors' Proofs of Debt Due June 15 ------------------------------------------------ The creditors of North End TB I, Ltd. are required to file their proofs of debt by June 15, 2016, to be included in the company's dividend distribution. The company commenced liquidation proceedings on May 12, 2016. The company's liquidator is: Andre Slabbert Estera Trust (Cayman) Limited c/o Estera Trust (Cayman) Limited 75 Fort Street PO Box 1350 Grand Cayman KY1-1108 Cayman Islands Telephone: +1 (345) 949 4900 RITCHIE RML: Placed Under Voluntary Wind-Up ------------------------------------------- On May 10, 2016, the shareholders of Ritchie RML Capital II, Ltd. resolved to voluntarily wind up the company's operations. Creditors are required to file their proofs of debt to be included in the company's dividend distribution. The company's liquidator is: Avalon Ltd. Reference: GL Landmark Square, 1st Floor 64 Earth Close P.O. Box 715 Grand Cayman KY1-1107 Cayman Islands Telephone: +1 (345) 769 4422 Facsimile: +1 (345) 769 9351 RITCHIE RSS: Placed Under Voluntary Wind-Up ------------------------------------------- On May 10, 2016, the shareholders of Ritchie RSS Ventures, Ltd. resolved to voluntarily wind up the company's operations. Creditors are required to file their proofs of debt to be included in the company's dividend distribution. The company's liquidator is: Avalon Ltd. Reference: GL Landmark Square, 1st Floor 64 Earth Close P.O. Box 715 Grand Cayman KY1-1107 Cayman Islands Telephone: +1 (345) 769 4422 Facsimile: +1 (345) 769 9351 ============= J A M A I C A ============= DIGICEL GROUP: Completes US$45MM Network Upgrade in El Salvador --------------------------------------------------------------- RJR News reports that telecommunications company Digicel recently completed a US$45 million effort to upgrade and expand its network in El Salvador. Peter Lloyd, Group Marketing Director for Digicel, said the Central American country is a key focus for Digicel this year, according to RJR News. The investment means Digicel now offers the best and fastest 4G connectivity to El Salvador customers, the report notes. Additionally, a range of new products and services are being launched, including a flat rate of 12 cents per minute for prepaid customers to call any network, and free access to Facebook, the report adds. As reported in the Troubled Company Reporter-Latin America on May 27, Fitch Ratings has affirmed the ratings of Digicel Group Limited (DGL) and its subsidiaries Digicel Limited (DL) and Digicel International Finance Limited (DIFL), collectively referred to as 'Digicel' as follows. DGL -- Long-Term Issuer Default Rating (IDR) at 'B'; Stable Outlook; -- $US 2.0 billion 8.25% senior subordinated notes due 2020 at 'B-/RR5'; -- $US 1 billion 7.125% senior unsecured notes due 2022 at 'B-/RR5'. DL -- Long-Term IDR at 'B'; Stable Outlook; -- $US 250 million 7% senior notes due 2020 at 'B/RR4'; -- $US 1.3 billion 6% senior notes due 2021 at 'B/RR4'; -- $US 925 million 6.75% senior notes due 2023 at 'B/RR4'; DIFL -- Long-Term IDR at 'B'; Stable Outlook; -- Senior secured credit facility at 'B+/RR3'. The Rating Outlook is Stable. JAMAICA: PM Says Future Tax Reforms Could Lead to Fewer Taxes ------------------------------------------------------------- RJR News reports that Jamaica Prime Minister Andrew Holness has indicated that future tax reforms in Jamaica could result in fewer taxes being paid. Mr. Holness made the statement in an interview with RJR News. "We've already started looking at a number of other measures, certainly the number of taxes that the tax payer has to contend with -- the length of time that we spend in terms of paying taxes and the level of taxation -- from those three perspectives, work is being done," the report quoted Mr. Holness as saying. Mr. Holness said the recent announcement of an increase in the tax threshold to J$1 million next month and $1.5 million dollars on April 1, 2017 was just a start, the report notes. The Prime Minister said the reforms being undertaken could result eventually in no income tax being paid in Jamaica, with those being replaced by indirect taxes, the report adds. * * * As reported in the Troubled Company Reporter-Latin America on Feb. 15, 2016, Fitch Ratings has upgraded Jamaica's Long-term foreign and local currency IDRs to 'B' from 'B-' and revised the Rating Outlooks to Stable from Positive. In addition, Fitch upgraded Jamaica's senior unsecured Foreign- and Local-Currency bonds to 'B' from 'B-'. The Country Ceiling has been affirmed at 'B' and the Short- Term Foreign-Currency IDR affirmed at 'B'. =========== M E X I C O =========== BANCO AHORRO: S&P Puts 'B' Rating on CreditWatch Negative --------------------------------------------------------- S&P Global Ratings said it had placed its 'B' global and 'mxBBB-/mxA-3' national scale ratings on Mexican-based niche bank Banco Ahorro Famsa, S.A. (BAF) on CreditWatch with negative implications. At the same time, S&P affirmed all ratings. The rating action on BAF follows a similar action on Grupo Famsa S.A.B. de C.V. (Grupo Famsa; B/Watch Neg/--), which directly owns 100% of BAF. S&P maintains its view of BAF as core entity of Grupo Famsa. The CreditWatch listing reflects S&P's concerns regarding Grupo Famsa's corporate governance, particularly its risk management standards and internal controls. This follows the issuer's announcements that it created MXN5.09 billion of reserves to cover overdue receivables. The ratings on BAF continue to reflect its core status to Grupo Famsa, since BAF's business activities are mainly related to the group. Also, BAF offers most of its products through the group's stores, and it draws a customer base from its other subsidiaries and suppliers. The bank has a weak business position, adequate capital and earnings, very weak risk position, average funding and adequate liquidity, in our opinion. The bank's stand-alone credit profile is 'b-'. The negative implications of the CreditWatch listing on the global scale ratings reflect those of its parent, Grupo Famsa, since S&P considers it a core subsidiary. The ratings will therefore move in tandem with those on the parent. S&P will resolve the CreditWatch placement once it completes a comprehensive review of its management and governance. GRUPO FAMSA: S&P Puts 'B' Rating on CreditWatch Negative -------------------------------------------------------- S&P Global Ratings said that it had placed its 'B' global and 'mxBBB-' national scale ratings on Mexican retailer Grupo Famsa, S.A.B. de C.V. (GFamsa) on CreditWatch with negative implications. The CreditWatch listing reflects S&P's concerns regarding GFamsa's corporate governance, particularly its risk management standards and internal controls. This follows the issuer's announcement that it created a MXN5.09 billion reserves to cover overdue receivables. Although S&P continues to view that the creation of the reserves does not have an immediate impact on S&P's assessment of GFamsa's financial risk profile, which is aggressive, S&P considers that weakness in the company's management and governance could result in negative implications to the company's risk profile. GFamsa's controlling shareholder provided an unconditional guarantee to bring comfort to stakeholders. However, S&P considers that these events could constrain the company's access to external funding and further weaken its liquidity, which S&P assess as less than adequate. S&P will resolve the CreditWatch once it completes a comprehensive review of GFamsa's management and governance and its liquidity. ======= P E R U ======= SAN MIGUEL: Moody's Affirms Ba2 GS CFR; Revises Outlook to Stable ----------------------------------------------------------------- Moody's Investors Service has changed San Miguel Industrias PET S.A.'s outlook to stable from negative. At the same time, Moody's has affirmed SMI's Ba2 global scale corporate family rating and the Ba2 rating at its $US 200 million Senior Unsecured Notes due 2020. RATINGS RATIONALE The change in the outlook to stable from negative is supported by SMI's improving credit metrics overall, specially its operating margins and the adjusted leverage ratio that was reduced to 3.9 as of December 2015 vs 5.2x as previous year. In addition, the company has been able to maintain its strong dominant position as a leading player in the production of diversified PET preforms and bottles for the food & beverage and consumer markets, mainly in Peru, as well as its increasing geographical diversification in Latam. The Ba2 rating continues to reflect SMI's ability to pass through costs to customers avoiding material impacts on operating margins. The ratings consider SMI's advantageous position from its intensive use of modern technology and the existence of long term contract agreements with its main clients. Also incorporated in the ratings is its ownership by large conglomerate Intercorp Peru Ltd. (Ba2 stable), which also owns one of the largest banks in Peru, Interbank (Baa2 stable). Moody's believes that SMI's business model based on long term commercial agreements with main bottlers and in-house operations increases switching costs and secures a sizeable channel of sales. Nevertheless, the Ba2 rating is still mainly constrained by the company's reduced size and scale as compared to global industry peers and its production reliance on a limited number of raw materials, especially resin, which potentially exposes it to downside risks in a shortage scenario. Moody's cautions that a rating downgrade could be triggered if the company's credit metrics deteriorate materially whether due to operating difficulties or any potential deterioration in its market leading position. Specifically, a downgrade could result if adjusted leverage is above 4.5 times and EBIT/Interest expense ratio below 3 times for an extended period. The ratings could experience upward pressure if the company were to increase its size and scale while sustaining its operating margins, its market position and improving its financial profile. Headquartered in Lima, Peru, San Miguel Industrias PET S.A ('SMI'), is a Peruvian manufacturer and distributor of Polyethylene Terephthalate (PET plastic) preforms and bottles utilized in food & beverage and consumer markets. With operations in Peru, Ecuador, Panama, El Salvador and Colombia, the company also possess two new recycling PET resin plants in LatAm As of last fiscal year ended December 31, 2015, SMI reports total revenues of $US 199 million. ====================== P U E R T O R I C O ====================== AEROPOSTALE INC: Tax Authorities Oppose Financing Motion -------------------------------------------------------- The Texas Tax Authorities object to Aeropostale, Inc., and its debtor affiliates' motion for authority to obtain financing, complaining that the Debtors have failed to demonstrate that the liens of the Texas Tax Authorities are adequately protected and ask the Court to order appropriate provisions to assure the protection of the position of these secured tax creditors. The Texas Tax Authorities point out that, "The Texas Tax Authorities' liens constitute "Other Prepetition Senior Liens" as defined in the Interim Order on the Financing Motion. As such, the liens of the DIP lenders do not prime or subordinate the tax liens. However, Paragraph H of the Interim Order provides that "All proceeds of a sale or other disposition of the DIP Collateral . . . shall be applied to reduce the DIP Obligations pursuant and subject to the provisions of the DIP Credit Agreement." It is further provided in Paragraph 2(d) that "no such amounts received by any DIP Secured Party or applied to the DIP Obligations shall be subject to disgorgement. . ." The Texas Tax Authorities say they object to the use of their collateral to pay any other creditors of this estate, unless and until their claims are paid in full. The Texas Tax Authorities further assert that absent their consent, a segregated account must be established from the sale proceeds to comply with the requirements of Section 363(c)(4). Counsel for the Texas Tax Authorities Joshua S. Bauchner, Esq. ANSELL GRIMM & AARON, P.C. 365 Rifle Camp Road Woodland Park, New Jersey 07424 Telephone: (973) 247-9000 Facsimile: (973) 247-9199 Email: jb@ansellgrimm.com -- and -- Elizabeth Weller, Esq. LINEBARGER GOGGAN BLAIR & SAMPSON, LLP 2777 N. Stemmons Fwy., Ste. 1000 Dallas, TX 75207 Telephone: (469)221-5075 Facsimile: (469)221-5003 Email: BethW@publicans.com About Aeropostale, Inc. Aeropostale, Inc. is a specialty retailer of casual apparel and accessories, principally serving young women and men through its Aeropostale(R) and Aeropostale Factory(TM) stores and website and 4 to 12 year-olds through its P.S. from Aeropostale stores and website. The Company provides customers with a focused selection of high quality fashion and fashion basic merchandise at compelling values in an exciting and customer friendly store environment. Aeropostale maintains control over its proprietary brands by designing, sourcing, marketing and selling all of its own merchandise. As of May 1, 2016 the Company operated 739 Aeropostale(R) stores in 50 states and Puerto Rico, 41 Aeropostale stores in Canada and 25 P.S. from Aeropostale(R) stores in 12 states. In addition, pursuant to various licensing agreements, the Company's licensees currently operate 322 Aeropostale(R) and P.S. from Aeropostale(R) locations in the Middle East, Asia, Europe, and Latin America. Since November 2012, Aeropostale, Inc. has operated GoJane.com, an online women's fashion footwear and apparel retailer. Aeropostale, Inc. and 10 of its affiliates each filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 16-11275) on May 4, 2016. The petitions were signed by Marc G. Schuback as senior vice president, general counsel and secretary. The Debtors listed total assets of $354.38 million and total debts of $390.02 million as of Jan. 30, 2016. The Debtors have hired Weil, Gotshal & Manges LLP as counsel; FTI Consulting, Inc. as restructuring advisor; Stifel, Nicolaus & Company, Inc. and Miller Buckfire & Company LLC as investment bankers; RCS Real Estate Advisors as real estate advisors; Prime Clerk LLC as claims and noticing agent; Stikeman Elliot LLP as Canadian counsel; and Togut, Segal & Segal LLP as conflicts counsel. Judge Sean H. Lane is assigned to the cases. AEROPOSTALE INC: Texas Taxing Agencies Object to Asset Sale ----------------------------------------------------------- Certain Texas Taxing Authorities object to Aeropostale, Inc., and its debtor affiliates' motion to sell to the extent the motion fails to adequately protect their secured tax claims totaling approximately $130,974 for tax year 2016 and ask the Court to order appropriate provisions to assure the protection of the position of these secured tax creditors. The Texas Taxing Entities further object to the approval of a sale on a credit bid in the event of a credit bid where there may be no sale proceeds to which the tax liens can attach. The Texas Taxing Authorities complain that although the proposed order on the Sale Motion provides that the tax liens of the Certain Texas Taxing Authorities attach to the sale proceeds, however, this does not adequately protect the tax lien claims of the Certain Texas Taxing Authorities. According to the Certain Texas Taxing Authorities, the Court, in permitting the use of their cash collateral, should order the Debtors to segregate and account for any cash collateral in their possession, since they object to the use of their collateral to pay any other creditors of the estate unless and until their claims, including any interest thereon are paid in full. Attorneys for the Certain Texas Taxing Authorities: Owen M. Sonik, Esq. PERDUE, BRANDON, FIELDER, COLLINS & MOTT, L.L.P. 1235 North Loop West, Suite 600 Houston, Texas 77008 Telephone: (713) 862-1860 Facsimile: (713) 862-1429 Email: osonik@pbfcm.com About Aeropostale, Inc. Aeropostale, Inc. is a specialty retailer of casual apparel and accessories, principally serving young women and men through its Aeropostale(R) and Aeropostale Factory(TM) stores and website and 4 to 12 year-olds through its P.S. from Aeropostale stores and website. The Company provides customers with a focused selection of high quality fashion and fashion basic merchandise at compelling values in an exciting and customer friendly store environment. Aeropostale maintains control over its proprietary brands by designing, sourcing, marketing and selling all of its own merchandise. As of May 1, 2016 the Company operated 739 Aeropostale(R) stores in 50 states and Puerto Rico, 41 Aeropostale stores in Canada and 25 P.S. from Aeropostale(R) stores in 12 states. In addition, pursuant to various licensing agreements, the Company's licensees currently operate 322 Aeropostale(R) and P.S. from Aeropostale(R) locations in the Middle East, Asia, Europe, and Latin America. Since November 2012, Aeropostale, Inc. has operated GoJane.com, an online women's fashion footwear and apparel retailer. Aeropostale, Inc. and 10 of its affiliates each filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 16-11275) on May 4, 2016. The petitions were signed by Marc G. Schuback as senior vice president, general counsel and secretary. The Debtors listed total assets of $354.38 million and total debts of $390.02 million as of Jan. 30, 2016. The Debtors have hired Weil, Gotshal & Manges LLP as counsel; FTI Consulting, Inc. as restructuring advisor; Stifel, Nicolaus & Company, Inc. and Miller Buckfire & Company LLC as investment bankers; RCS Real Estate Advisors as real estate advisors; Prime Clerk LLC as claims and noticing agent; Stikeman Elliot LLP as Canadian counsel; and Togut, Segal & Segal LLP as conflicts counsel. Judge Sean H. Lane is assigned to the cases. ================= V E N E Z U E L A ================= VENEZUELA: Venezuelans to Benefit From Incoming Supply of Goods --------------------------------------------------------------- Trinidad Express reports that twelve items have been shortlisted to be shipped to economically depressed Venezuela, to meet the country's demand for basic food items. The items are expected to bring relief to about four million citizens in the eastern part of the country, according to Trinidad Express. The goods to be shipped include chicken, tuna, white rice, mayonnaise, margarine, flour, toilet paper, ketchup, bleach, laundry soap and flour, the report notes. The report relays that Venezuela has also asked for supplies of cement bags as there is a shortage of bags at its ten cement factories. Minister of Trade Paula Gopee-Scoon said the items were chosen by a Venezuelan delegation, which arrived in Trinidad, from a list of 300 locally manufactured items, the report adds. As reported in the Troubled Company Reporter-Latin America on March 8, 2016, Moody's Investors Service has affirmed Venezuela's Caa3 issuer and government bond ratings and changed the outlook to negative from stable. The government's senior secured and senior unsecured government bond ratings were affirmed at Caa3, as were the senior unsecured shelf and MTN program ratings at (P)Caa3. *********** 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 2016. All rights reserved. ISSN 1529-2746. This material is copyrighted and any comillionercial 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 202-362-8552. * * * End of Transmission * * *