/raid1/www/Hosts/bankrupt/TCRLA_Public/160628.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
Tuesday, June 28, 2016, Vol. 17, No. 126
Headlines
A N T I G U A & B A R B U D A
ANTIGUA & BARBUDA: APUA Called Out on Losses
B R A Z I L
BRAZIL: Central Bank Sees Narrower Current Account Gap in 2016
OI SA: Bankruptcy Filing Rattles Global Supply Chain
SUZANO PAPEL: Fitch Hikes LT Issuer Default Ratings to 'BB+'
C A Y M A N I S L A N D S
ALPHADYNE INVESTMENT: Creditors' Proofs of Debt Due July 21
AME (CAYMAN): Creditors' Proofs of Debt Due July 13
CALEDONIAN GLOBAL: Contributories' First Meeting Set for July 28
DEFINITIVE GUARDIAN: Placed Under Voluntary Wind-Up
DEFINITIVE GUARDIAN MASTER: Placed Under Voluntary Wind-Up
DEFINITIVE SENTINEL: Placed Under Voluntary Wind-Up
DEFINITIVE SENTINEL MASTER: Placed Under Voluntary Wind-Up
EMERGING STRATEGIES: Creditors' Proofs of Debt Due July 12
GALENA (CAYMAN): Commences Liquidation Proceedings
GALENA MACRO: Commences Liquidation Proceedings
HIPPARCHUS INTERMEDIATE: Creditors' Proofs of Debt Due July 20
NEWLAND CAPITAL: Placed Under Voluntary Wind-Up
NEWLAND MASTER: Placed Under Voluntary Wind-Up
J A M A I C A
JAMAICA: Minister Outlines Strategies to Prevent Fall From Brexit
M E X I C O
UNIFIN FINANCIERA: Fitch Affirms 'BB'/'B' Issuer Default Ratings
HIPOTECARIA SU CASITA: S&P Cuts GS Rating on Sr. Notes to CCC(sf)
P U E R T O R I C O
AEROPOSTALE INC: Seeks Court OK of Key Employee Incentive Plan
AEROPOSTALE INC: Proposes July 22 Claims Bar Date
AEROPOSTALE INC: $160-Mil. DIP Facility Has Final Approval
AEROPOSTALE INC: Creditors' Panel Hires Province as Fin'l Advisor
ARITEL INC: Plans Propose 5% Recovery to Unsecured Creditors
EOS EVENTS: Hires Lugo Mender as Legal Representative
MERANDA INC: Taps Pedrosa Luna as Legal Counsel
MORGANS HOTEL: Signs $794 Million Acquisition Deal with SBE
PUERTO RICO: Fitch Cuts Issuer Default Rating to 'C', on Watch Neg
- - - - -
===============================
A N T I G U A & B A R B U D A
===============================
ANTIGUA & BARBUDA: APUA Called Out on Losses
--------------------------------------------
The Daily Observer reports that the failure of the Antigua Public
Utilities Authority (APUA) to address its losses is being blamed
for the current situation the company finds itself in, and is
directly related to the frequent power outages being experienced
on island.
Former head of the Energy Desk Joan Underwood has demanded that
APUA be held accountable for these losses, according to The Daily
Observer.
"APUA's losses are at an unacceptable level. As the consumers, in
Antigua & Barbuda, what can we point to, to say that they are
making any effort to resolve the situation?" the report quoted Ms.
Underwood as saying.
The report notes that Ms. Underwood quoted an Inter-American
Development Bank report, which, she said, showed the status of the
energy sector in Antigua & Barbuda.
"In that report, we see a disaggregation, in terms of how the
power distributed in Antigua is accounted for . . . . 1,580
barrels of oil per day is lost, and if you want to put a dollar
figure to it and assume US $50 a barrel, that's $79,000 a day that
is just lost," Ms. Underwood declared, relates The Daily Observer.
The former energy chief argued that several utility providers in
the region make available their financial statements at the end of
the year and so should APUA. "You will see annual reports, you
will see audited financials," Ms. Underwood reasoned, the report
notes.
Ms. Underwood said the utility company should be transparent with
the people it supplies, noting that the other entities, including
DOMLEC in Dominica and LUCELEC in St Lucia, report to the public
about how much electricity they generate and how it is utilized in
terms of the various sectors, the report adds.
* * *
As reported in the Troubled Company Reporter-Latin America on
June 2, 2015, The Daily Observer said the International Monetary
Fund is warning the Antigua and Barbuda government that its
Antigua and Barbuda Labour Party administration's current policies
do not appear sustainable. In its third post program monitoring
assessment, the IMF said urgent actions are needed including
immediate spending cuts.
On Jan. 29, 2016, the TCRLA, citing Caribbean360.com, reported
that Prime Minister Gaston Browne has announced that government
has reached an agreement with the Medical Benefits Scheme (MBS) to
clear its debt to the institution. Governments has amassed EC$250
million (US$92.5 million) in debt to MBS over the years.
In September 2014, the TCRLA, citing The Daily Observer, said that
Antigua & Barbuda could soon find itself in the company of Japan,
Zimbabwe, and Greece, the countries with the highest national
debts. In the January 2014 budget presentation, the former
administration indicated that the nation's debt was 87 per cent of
GDP. However, Prime Minister Gaston Browne has disputed the
figure, deeming it to be as high as 130 per cent. Minister Browne
said while his government's increased borrowing is pushing up the
nation's debt-to-GDP ratio, it is necessary to solve the country's
problems.
===========
B R A Z I L
===========
BRAZIL: Central Bank Sees Narrower Current Account Gap in 2016
--------------------------------------------------------------
Mario Sergio Lima at Bloomberg News reports that Brazil's central
bank forecasts a narrower current account deficit in 2016, as a
deep recession curbs imports and a relatively weaker currency
supports exporters.
Latin America's largest economy will this year post a current
account gap of $15 billion, compared with a $25 billion deficit
forecast in March, the central bank said, according to Bloomberg
News. Foreign direct investment in Brazil is expected to reach $70
billion this year. Three months ago, that forecast was for $60
billion.
Bloomberg News notes that Brazil, which in April recorded its
first monthly current account surplus since 2009, has seen imports
slump and Brazilians spend less abroad due to the worst recession
in decades and to an 8 percent currency depreciation over the past
12 months.
In May, the surplus in the current account, the broadest measure
of trade in goods and services, reached $1.2 billion, compared
with $412 million in the previous month and an estimate of $1.7
billion, the central bank said, Bloomberg News relays.
Foreign investment in Brazil dropped to $6.1 billion in May,
compared with $6.82 billion in April, Bloomberg News discloses.
The estimate was for $5.87 billion.
Brazil's external accounts have so far been a silver lining for
the economy, which is expected to contract for a second
consecutive year, marking the deepest recession in over a century,
Bloomberg News adds.
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.
OI SA: Bankruptcy Filing Rattles Global Supply Chain
----------------------------------------------------
Brad Haynes and Ana Mano at Reuters reports that Brazil's biggest
bankruptcy filing ever is sending shockwaves far beyond the
recession-hit country's borders as operator Oi SA seeks creditor
protection from global telecoms suppliers and export banks around
the world.
Oi SA is seeking protection on over BRL500 million ($150 million)
of accounts payable to international providers from Nokia Corp and
Ericsson to IBM Corp and Alcatel-Lucent SA, according to court
documents reviewed by Reuters.
The biggest Brazilian fixed-line carrier also owes about $1
billion to foreign development banks in China, Finland, Canada and
Germany, which encouraged exports to Brazil during a recent surge
in spending on wireless and broadband networks, according to
Reuters.
That cycle came crashing to a close last week with Oi SA's record
bankruptcy filing in a Rio de Janeiro court, punctuating the
broader slump in a sector curtailing investments to protect
profits amid Brazil's worst economic recession since the 1930s,
the report notes.
While those debts to suppliers are dwarfed by more than BRL17
billion in bank loans and some BRL34 billion in bonds, they may
create headaches for equipment and service providers already
struggling with slumping investments in the country, the report
notes.
"The focus is on keeping the company working. That's what
everybody wants," said a source close to the company. "Obviously
you don't want to affect suppliers, but that has to be discussed
in court."
Oi SA has refrained from making public comments while the judge in
Rio evaluates its petition, the report relays.
The company was expected to be the only telecom group in Brazil to
raise capital spending this year, Credit Suisse Securities
analysts said last month in a note that forecast an end to the
industry's recent investment cycle driven by fourth-generation
mobile technology, the report notes.
Although it did not announce an investment target for the year, Oi
SA invested around BRL1.2 billion in the first three months of the
year, about a quarter of the BRL4.5 billion that Credit Suisse
analysts forecast for the full year, the report discloses.
The question facing Oi SA now is how to pay for already acquired
equipment as it seeks an in-court reorganization of BRL65.4
billion in bonds, bank debt and operating liabilities, the report
says.
Oi SA has made no changes to its capital spending plans and is
doing everything it can to keep operations running normally, said
the source, who asked not to be named given the legal proceedings
under way, the report notes.
Brazil's bankruptcy protection law allows Oi to stay current on
its bills going forward, but freezes all payments on services
rendered before filing while creditors negotiate how to settle the
debts, the report relays.
Its biggest outstanding debt to a foreign supplier appears to be
BRL129 million due to Brazilian subsidiaries of Finland's Nokia,
which in 2013 bought out partner Siemens AG in their network
equipment venture, the report notes.
Nokia's receivables are more than twice the BRL53 million due to
Chinese runner-up Huawei Technologies Co Ltd, the report notes.
Asked about possible Oi-related provisions, Nokia, IBM, Alcatel
and Ericsson declined to comment. Huawei did not respond to
questions.
Headquartered in Rio de Janeiro, and operating almost exclusively
within Brazil, the Oi Group provides services like fixed-line data
transmission and network usage for phones, internet, and cable,
Wi-Fi hot-spots in public areas, and mobile phone and data
services, and employs approximately 142,000 direct and indirect
employees.
The Company is represented by John K. Cunningham of White & Case.
In its most recent Annual Report, Oi SA reported total assets of
R$59,552,794,000 (currency in Brazilian Real).
SUZANO PAPEL: Fitch Hikes LT Issuer Default Ratings to 'BB+'
------------------------------------------------------------
Fitch Ratings has upgraded Suzano Papel e Celulose S.A.'s (Suzano)
Long-Term Foreign- and Local-Currency Issuer Default Ratings (IDR)
to 'BB+' from 'BB'. Fitch has also upgraded Suzanos's National
Long-Term rating to 'AA+(bra)' from 'AA-(bra)'. The Rating Outlook
for the corporate ratings is Positive. A full list of rating
actions follows at the end of this release.
The ratings upgrade reflect Suzano's stronger free cash flow (FCF)
due to the depreciation of the Brazilian real, which has reduced
the company's cost structure and allowed Suzano to accelerate
deleveraging to a net debt to adjusted EBITDA ratio of 2.5x at the
end of March 2016.
The Positive Rating Outlook reflects Fitch's expectation that
Suzano's FCF will remain strong during 2016 and 2017 and net
adjusted leverage will decline to below 2.0x by 2018. An upgrade
could occur if the company uses its FCF to reduce gross debt by
around BRL2 billion. The Positive Rating Outlook also reflects the
expectation that the company's strategy to decrease leverage and
improve its capital structure will remain unchanged.
KEY RATING DRIVERS
Solid Business Position
Suzano is the leading producer of printing and writing paper in
Brazil, as well as paperboard, with 1.3 million tons of annual
production capacity. The company's strong market shares in
uncoated printing and writing paper and in paperboard allow it to
be a price leader in Brazil. With 3.4 million tons of market pulp
capacity, Suzano is the fifth largest producer of market pulp in
the world. Like other producers of hardwood pulp in Brazil, Suzano
enjoys a production cost structure that is among the lowest in the
world. This enables Suzano to generate positive cash flows during
troughs in the pulp and paper cycle, ensuring its long-term
competitiveness.
Leverage Will Continue to Decline
Stronger cash flow has accelerated the deleveraging of Suzano's
balance sheet at a pace more rapid than originally projected.
Suzano's net debt-to-adjusted EBITDA ratio for the LTM ended March
2016 was 2.5x and should fall to below 2.0 by 2018. Net adjusted
leverage was 3.0x at year-end 2015. Historically, Suzano has
operated with higher leverage within its Latin America peer group,
with an average net adjusted leverage ratio of 3.6x between 2008
and 2011, and 5.1x between 2012 and 2014.
Fitch's base case uses low-cycle price assumption of net pulp
prices of between $US550 and $US575 per ton during the next three
years. Capex in the next two years is assumed at around $US585
million to $US600 million per year, as the company invests in its
5.1 project that is expected to increase Suzano's total production
capacity to 5.1 million tons by 2018.
Operational Cash Flow to Remain Strong in 2016 and 2017
Fitch projects that Suzano will generate about BRL5 billion of
adjusted EBITDA and BRL3.1 billion of CFFO in 2016. Suzano's
adjusted EBITDA generation benefited from the depreciation of the
Brazilian real against the U.S. dollar, which has reduced the
company's cost structure and bolstered export revenues, offsetting
weaker domestic demand for paper. Suzano generated BRL4.8 billion
of adjusted EBITDA and BRL2.8 billion of CFFO in the LTM ended
March 2016. This compares with BRL4.5 billion of adjusted EBITDA
and BRL2.4 billion of CFFO during 2015, and BRL2.4 billion and
BRL1.5 billion, in 2014. As Suzano scales back investments, FCF
was strong BRL1 billion in the LTM ended March 2016.
Stronger operating cash flow and lower investments will contribute
toward the company's debt reduction strategy. Suzano had BRL12
billion of net debt as of March 31, 2016 and Fitch projects Suzano
will lower its net debt by BRL2 billion to BRL10 billion by the
end of 2018. As of March 31, 2016, the company had BRL14.9 billion
of total debt.
Forestry Assets Are Key Credit Consideration
A key credit consideration that further enhances Suzano's credit
profile is its ownership of about 1.1 million hectares of land,
where the company developed about 550,000 hectares of eucalyptus
plantations. The forestry assets are valued at BRL4.2 billion.
Importantly, the nearly ideal conditions for growing trees in the
region make these plantations extremely efficient by global
standards and give the company a sustainable advantage in terms of
cost of fiber and transportation costs between forest and mills.
Pulp Price Close to Marginal Cost
Continued expansion activity in the market will make producers
reliant upon growth in Chinese demand, plant closures, and a
recovery in the U.S. and Europe for upward price momentum. Fitch
believes market pulp is already close to marginal cost and will
continue to force plant closures of high-cost producers in the
Northern Hemisphere. Fitch expects more than 5 mty of hardwood
pulp capacity to enter the market during 2016 and 2017, while
annual demand growth for market pulp should not exceed 1.5 million
tons per year. China continues to play a key role in balancing
supply and demand and return to Chinese demand growth to 1.5
million tons per year is crucial to balancing the market.
KEY ASSUMPTIONS
Fitch's key assumptions within the rating case for Suzano include:
-- Net pulp prices between $US550 and $US575 per ton during 2016
- 2018.
-- Pulp sales volume around 3.6 million tons per year during
2016-2018, and paper at full capacity.
-- Adjusted EBITDA margin around 44.5%.
-- A Brazilian real averaged 3.6 BRL/$US in 2016 and 3.75 BRL/$US
in 2017.
RATING SENSITIVITIES
Future developments that may individually or collectively lead to
a positive rating action includes:
-- Reduction in gross debt by around BRL2 billion.
-- Maintenance of net leverage below 2.0x during low investment
cycle.
-- Higher than expected cash generation during 2016 and 2017.
-- Additional proactive steps by the company to materially
bolster its capital structure in the absence of high operating
cash flow.
-- A positive outlook for pulp prices in the next couple of years
could also bolster the probability of positive rating actions.
Future developments that may individually or collectively lead to
a negative rating action includes:
-- Weaker liquidity position.
-- Increase in net leverage ratio to levels above 4.0x,
considering pulp prices at $US550 per ton.
-- Sharp deterioration of market conditions with significant
reduction of pulp prices.
-- A debt financed acquisition.
-- Any change in the company's strategy to reduce leverage and
improve capital structure.
LIQUIDITY
Suzano has historically maintained a strong cash position. As of
March 31, 2016, the company had BRL2.8 billion of cash and
marketable securities. Liquidity covered short-term debt
obligations by a ratio of 1.2x. Suzano has manageable debt
maturities of BRL2.4 billion in the short term, BRL1.1 billion
from April to December 2017, and BRL2.5 billion in 2018. Suzano
does not have a standby facility. In April 2016, Suzano concluded
the issuance of Export Credit Notes, in the amount of BRL600
million. The transaction is securitized by Agribusiness Credit
Receivables Certificates (CRA) and in due in April 2020.
FULL LIST OF RATING ACTIONS
Fitch has upgraded the following ratings:
Suzano
-- Long-Term Foreign-Currency IDR to 'BB+' from 'BB';
-- Long-Term Local-Currency IDR to 'BB+' from 'BB';
-- National Long-Term Rating to 'AA+(bra)' from
'AA-(bra)'.
Suzano Trading Ltd.
-- $US650 million senior notes, due Jan. 23, 2021 and guaranteed
by Suzano to 'BB+' from 'BB'.
The Rating Outlook for the corporate ratings is Positive.
==========================
C A Y M A N I S L A N D S
==========================
ALPHADYNE INVESTMENT: Creditors' Proofs of Debt Due July 21
-----------------------------------------------------------
The creditors of Alphadyne Investment Strategies Master Fund SPC,
Ltd. are required to file their proofs of debt by July 21, 2016,
to be included in the company's dividend distribution.
The company commenced liquidation proceedings on May 23, 2016.
The company's liquidator is:
Simon Conway
c/o Sarah Moxam
PO Box 258 Grand Cayman KY1-1104
Cayman Islands
Telephone: (345) 914 8634
Facsimile: (345) 945 4237
AME (CAYMAN): Creditors' Proofs of Debt Due July 13
---------------------------------------------------
The creditors of Ame (Cayman), Inc. are required to file their
proofs of debt by July 13, 2016, to be included in the company's
dividend distribution.
The company commenced liquidation proceedings on May 31, 2016.
The company's liquidator is:
Kuo, Chiun-Ting
8th Floor No. 12 Wenhu St. Nei-Hu
Taipei 114
Taiwan
Telephone: +886.2.2627.8687
Facsimile: +886.2.5556.5885
CALEDONIAN GLOBAL: Contributories' First Meeting Set for July 28
----------------------------------------------------------------
The contributories of Caledonian Global Financial Services Inc.
will hold their first meeting on July 28, 2016, at 10:00 a.m.
The company's liquidator is:
Ms. Claire Loebell
Caledonian Global Financial Services Inc.
c/o Ernst & Young Ltd.
62 Forum Lane, Camana Bay
P.O. Box 510 Grand Cayman KY1-1106
Cayman Islands
DEFINITIVE GUARDIAN: Placed Under Voluntary Wind-Up
---------------------------------------------------
On Dec. 21, 2015, the sole shareholder of Definitive Guardian
Fund, 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:
Definitive Capital Management, LP
c/o Justin Savage
Ogier 89 Nexus Way
Camana Bay Grand Cayman KY1-9009
Cayman Islands
Telephone: +1 (345) 949 9876
Facsimile: +1 (345) 949-9877
DEFINITIVE GUARDIAN MASTER: Placed Under Voluntary Wind-Up
----------------------------------------------------------
On Dec. 21, 2015, the sole shareholder of Definitive Guardian
Master Fund, 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:
Definitive Capital Management, LP
c/o Justin Savage
Ogier 89 Nexus Way
Camana Bay Grand Cayman KY1-9009
Cayman Islands
Telephone: +1 (345) 949 9876
Facsimile: +1 (345) 949-9877
DEFINITIVE SENTINEL: Placed Under Voluntary Wind-Up
---------------------------------------------------
On Dec. 21, 2015, the sole shareholder of Definitive Sentinel
Fund, 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:
Definitive Capital Management, LP
c/o Justin Savage
Ogier 89 Nexus Way
Camana Bay Grand Cayman KY1-9009
Cayman Islands
Telephone: +1 (345) 949 9876
Facsimile: +1 (345) 949-9877
DEFINITIVE SENTINEL MASTER: Placed Under Voluntary Wind-Up
----------------------------------------------------------
On Dec. 21, 2015, the sole shareholder of Definitive Sentinel
Master Fund, 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:
Definitive Capital Management, LP
c/o Justin Savage
Ogier 89 Nexus Way
Camana Bay Grand Cayman KY1-9009
Cayman Islands
Telephone: +1 (345) 949 9876
Facsimile: +1 (345) 949-9877
EMERGING STRATEGIES: Creditors' Proofs of Debt Due July 12
----------------------------------------------------------
The creditors of Emerging Strategies Limited are required to file
their proofs of debt by July 12, 2016, to be included in the
company's dividend distribution.
The company commenced wind-up proceedings on June 9, 2016.
The company's liquidator is:
Jane Fleming
c/o Jean Ebanks
P.O. Box 30464 Grand Cayman KY1-1202
Cayman Islands
Telephone: (345) 945-2187
Facsimile: (345) 945-2197
GALENA (CAYMAN): Commences Liquidation Proceedings
--------------------------------------------------
On May 31, 2016, the sole shareholder of Galena (Cayman) 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:
Graham Robinson
Tanya Armstrong
Telephone: (345) 946-0820
Facsimile: (345) 946-0864
P.O. Box 2499 Grand Cayman KYl-1104
Cayman Islands
GALENA MACRO: Commences Liquidation Proceedings
-----------------------------------------------
On May 31, 2016, the sole shareholder of Galena Macro
Opportunities Fund 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:
Graham Robinson
Tanya Armstrong
Telephone: (345) 946-0820
Facsimile: (345) 946-0864
P.O. Box 2499 Grand Cayman KYl-1104
Cayman Islands
HIPPARCHUS INTERMEDIATE: Creditors' Proofs of Debt Due July 20
--------------------------------------------------------------
The creditors of Hipparchus Intermediate Fund Ltd are required to
file their proofs of debt by July 20, 2016, to be included in the
company's dividend distribution.
The company commenced liquidation proceedings on June 6, 2016.
The company's liquidator is:
Matthew Wright
c/o Omar Grant
P.O. Box 897 Windward 1
Regatta Office Park Grand Cayman KY1-1103
Cayman Islands
Telephone: (345) 949 7576
Facsimile: (345) 949 8295
NEWLAND CAPITAL: Placed Under Voluntary Wind-Up
-----------------------------------------------
On June 10, 2016, the sole shareholder of Newland Capital Offshore
Fund, 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:
Newland Capital Management, LLC
c/o Justin Savage
c/o Ogier 89 Nexus Way
Camana Bay Grand Cayman KY1-9009
Cayman Islands
Telephone: +1 (345) 949 9876
Facsimile: +1 (345) 949-9877
NEWLAND MASTER: Placed Under Voluntary Wind-Up
----------------------------------------------
On June 10, 2016, the sole shareholder of Newland Master Fund,
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:
Newland Capital Management, LLC
c/o Justin Savage
c/o Ogier 89 Nexus Way
Camana Bay Grand Cayman KY1-9009
Cayman Islands
Telephone: +1 (345) 949 9876
Facsimile: +1 (345) 949-9877
=============
J A M A I C A
=============
JAMAICA: Minister Outlines Strategies to Prevent Fall From Brexit
-----------------------------------------------------------------
RJR News reports that amid fears that the ripple effects of
Britain's exit from the European Union (EU), could reach Jamaica's
tourism sector, the Government has outlined strategies to prevent
any major fallout.
With the British market being the third largest for the local
tourism sector, portfolio Minister Ed Bartlett says every effort
will be made to maintain arrivals, according to RJR News.
Concern has also been raised that the fall in the value of the
British Pound in the wake of the Brexit vote could make it
difficult for UK travelers to afford visits to Jamaica, the report
notes.
However, Bartlett outlined strategies to protect the market
including a trip by Jamaican tourism officials to the UK in
September, the report relays.
"The program for September was actually planned before the
referendum -- but the results now provide a push for a deeper and
more intensive program and a closer and harder look at our
programs for the market," the report quoted Mr. Bartlett as
saying.
* * *
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
===========
UNIFIN FINANCIERA: Fitch Affirms 'BB'/'B' Issuer Default Ratings
----------------------------------------------------------------
Fitch Ratings has affirmed the Long- and Short-Term Foreign and
Local Currency Issuer Default Ratings (IDRs) of Unifin Financiera,
S.A.B. de C.V. Sofom E.N.R. (Unifin) at 'BB'/'B'. The Long- and
Short-Term National Scale ratings were also affirmed at
'A(mex)'/'F1(mex)'. The Rating Outlook on the Long-Term ratings is
Stable.
KEY RATING DRIVERS
IDRs, National Scale and Senior Unsecured Debt ratings
Unifin's ratings reflect its moderately sized franchise in the
financial sector and its sound national market position in
leasing. It also reflects its business know-how and robust legal
resources for collection purposes which have allowed it to
consistently generate earnings and maintain adequate asset quality
under sustained expansion and ambitious targets. Unifin's ratings
also consider its enhanced capitalization due to last year IPO,
although this is gradually decreasing due to accelerated loan
growth. In addition, Unifin's ratings also factor in its
aggressive growth and high business concentration, as well as the
company's improved but still concentrated securitizations funding
profile.
Unifin is the national leader for specialized independent (i.e.
not related to a banking-holding company) leasing in Mexico and
still holds third place within the total leasing sector. Fitch
believes that Unifin's growth targets are aggressive. Its loan
portfolio has grown more than 172x over the last 14 years and this
trend in growth is expected to continue for the next few years.
Unifin's ample expertise drives its strong ability to consistently
generate earnings through economic cycle. Over the past four
years, pre-tax income-to-average assets averaged 5.4% and 50% of
return on equity (ROE). As of March 2016, pre-tax income-to-
average assets and ROE were 4.8% and 29.5%, respectively. The
entity's good financial results are driven by controlled
operational expenses and its reasonable interest margins due to
loan portfolio growth, controlled funding costs and its business
focus on SMEs. However, Fitch considers Unifin's profits as
somewhat overestimated because of its low reserve coverage
relative to other institutions.
Unifin's asset quality is adequate and has had reasonable non-
performing loans (NPLs) levels, almost no charge-offs and low
levels of foreclosed assets. However, it still exhibits limited
reserve coverage. In Fitch's view, Unifin's adherence to its
credit policy, adequate collection practices, ownership of the
leased assets and the solid legal methods to recover them ensure
no material deterioration of its asset quality. Under Fitch's
metrics, the NPL ratio (NPLs at 90-days overdue plus the remaining
contractual rents) averaged around 3.8% in the past three years
(March 2016: 3.6%) with loan loss reserve coverage of less than
25%.
Concentration per client relative to capital has improved as a
result of last year's IPO. Recent capital enhancement reduced the
relative importance of the top 20 obligors with respect to equity;
these obligors represented 0.90x Unifin's total equity as of March
2016 (March 2015: 1.8x). However, concentration by client
continues to be exacerbated by the low loan loss reserve cushion,
which does not even cover the main debtor.
Fitch said, "Unifin's recent IPO strengthened its leverage and
capitalization. As of March 2016, the tangible capital-to-tangible
assets ratio stood at 10.7%, up from levels around 5% pre-IPO.
Unifin's leverage indicators (with recourse to Unifin) measured as
debt excluding securitizations-to-tangible equity reached 3.2x at
the same date compared to levels of 8x-10x in the years pre-IPO.
Total leverage ratio was 5.7x. The recent IPO alleviated some
pressures the company had in terms of capitalization; however, we
believe that Unifin's challenge is to maintain healthy levels of
capitalization because of its aggressive expected growth and
limited loan loss reserves."
Unifin has diversified its funding sources over the past years;
however, in Fitch's view it still holds important concentrations
in market debt issuances. Unifin is heavily reliant on wholesale
debt through local debt issuances via securitizations and
international bonds (69% of its total interest-bearing
liabilities) and the company has proven stability in the debt
markets since 2006.
In addition, Unifin has access to national and international
development banks and commercial bank facilities. Fitch believes
Unfin's business model will continue favoring securitization as
the main funding source. As a result of its global debt issuance
Unifin increased the average maturity of its financial liabilities
and improved its liquidity profile, thereby reducing its tenor
mismatches. This partially mitigates refinancing risk arising from
the entity's high reliance on market securitizations, its
aggressive asset growth plans and the bullet nature of most of its
market-driven funding. The latter is also partially offset by the
flexibility provided by the current portfolio securitizations.
RATING SENSITIVITIES
IDRs, National Scale and Senior Unsecured Debt ratings
Unifin's ratings could be downgraded in the event of a consistent
weakening of its leverage and capitalization. Specifically, under
a scenario of a sustained total debt-to-tangible equity ratio
above 7x and/or a capital-to-assets ratio adjusted by the
unreserved portion of the impaired portfolio (as calculated by
Fitch) below 11.5%. Downside potential could also arise from a
material deterioration of asset quality metrics or risk
concentrations (top 20 concentrations above 2.0x equity).
In turn, controlled growth accompanied by risk diversification and
consistent financial performance could benefit Unifin's ratings.
Specifically, the ratings could be upgraded if leverage reaches
and remains at levels consistently below 5x and/or its tangible
equity-to-tangible asset ratios are sustained over 10%. Additional
improvements in Unifin's funding profile (i.e. diversification,
length and staggering of debt maturities), as well as top 20
concentrations consistently below 1x company's equity could be
positive for the ratings.
Fitch has affirmed the following:
-- Long-Term Foreign and Local currency IDRs at 'BB';
-- Short-Term Foreign and Local currency IDRs at 'B';
-- National Scale Long-Term rating at 'A(mex)';
-- National Scale Short-Term rating at 'F1(mex)';
-- Long-Term senior unsecured notes at 'BB'.
The Rating Outlook is Stable.
HIPOTECARIA SU CASITA: S&P Cuts GS Rating on Sr. Notes to CCC(sf)
-----------------------------------------------------------------
S&P Global Ratings lowered its long-term global scale rating to
'CCC (sf)' from 'B (sf)' on the senior class A notes from
Hipotecaria Su Casita - Residential Mortgage-Backed Notes due
2035, a cross-border Mexican residential mortgage-backed
securities (RMBS) transaction issued by Hipotecaria Su Casita S.A.
de C.V SOFOM E.N.R. in 2007 and currently serviced by Adamantine
Servicios S.A. de C.V. At the same time, S&P lowered its ratings
on the senior class BRHCCB 07-2U notes from Hipotecaria Su
Casita - Bursatilizaciones de Hipotecas Residenciales III, a
domestic RMBS transaction also issued by Su Casita and serviced by
Adamantine Servicios, to 'CCC (sf)' and 'mxCCC (sf)' from 'B (sf)'
and 'mxBB+ (sf)', respectively.
The lowered ratings reflect S&P's June 15, 2016, downgrade on MBIA
Insurance Corp. (MBIA Corp.) to 'CCC' from 'B' and S&P's June 21,
2016, downgrades on MBIA Mexico S.A. de C.V. to 'CCC' and 'mxCCC'
from 'B' and 'mxBB+'.
Under S&P's criteria, the rating on an insured bond reflects the
higher of the rating on the bond insurer or the Standard & Poor's
underlying rating (SPUR) on the security. S&P's SPURs on classes
with full bond insurance reflect the stand-alone capacity of an
issue to pay debt service without giving effect to the external
enhancement, in this case, without the protection given by the
bond insurance provided by MBIA Corp. and MBIA Mexico.
Therefore, S&P's 'CCC (sf)''rating on the senior class A notes due
2035 reflects the full financial guarantee provided by MBIA Corp.
The global scale rating of 'CCC (sf)' and national scale rating of
'mxCCC (sf)' for the senior series BRHCCB 07-2U notes reflect the
full financial guarantee provided by MBIA Mexico.
RATINGS LOWERED
Hipotecaria Su Casita - Residential Mortgage-Backed Notes
Class Rating Outstanding
Class type To From amount (mil.)
A Senior CCC (sf) B (sf) US$75.07
Hipotecaria Su Casita - Bursatilizaciones De Hipotecas
Residenciales III
Class Rating Outstanding
Class type To From amount (mil. UDI)
BRHCCB 07-2U Senior CCC (sf) B (sf) 356.16
BRHCCB 07-2U Senior mxCCC (Sf) mxBB+ (sf) 356.16
======================
P U E R T O R I C O
======================
AEROPOSTALE INC: Seeks Court OK of Key Employee Incentive Plan
--------------------------------------------------------------
BankruptcyData.com reported that Aeropostale filed with the U.S.
Bankruptcy Court a motion for entry of an order approving the
Debtors' (i) key employee incentive plan (KEIP) and (ii) key
employee retention plan (KERP). The motion explains, "The Debtors
worked extensively with FTI to assist in the development of the
KEIP and KERP, which apply to 10 executive employees (the 'KEIP
Participants') and 41 non-insider employees (the 'KERP
Participants'). Collectively, these employees have an in-dept
knowledge of the Debtors' prepetition businesses, assets,
liabilities, counterparties, and operations and are absolutely
essential for the Debtors to maximize the value of their estates
during these chapter 11 cases. Given the challenges posed by the
highly-competitive industry in which the Debtors operate, the
Debtors and FTI developed the KEIP and KERP with the goals of (i)
incentivizing the KEIP Participants to create value for the
benefit of all stakeholders, (ii) motivating and retaining the
KERP Participants throughout the Debtors' restructuring process,
and (iii) rewarding the KEIP and KERP Participants at market level
compensation." The motion continues, "The aggregate maximum amount
of the KEIP is $3,406,900, with individual proposed maximum
payouts ranging from 75% to 112.4% of base compensation. The total
maximum amount of the KERP is $1,445,000, including $150,000 for a
discretionary pool set up for additional participants."
According to the report, the Court scheduled a July 13, 2016
hearing on the motion, with objections due by July 1, 2016.
About Aeropostale, Inc.
Aeropostale, Inc. (OTC Pink: AROPQ) 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: Proposes July 22 Claims Bar Date
-------------------------------------------------
Aeropostale, Inc., and its affiliated debtors ask the U.S.
Bankruptcy Court for the Southern District of New York, to
establish the deadline and the procedures to file proofs of claim.
The Debtors seek the establishment of these deadlines:
(a) Bar Date: July 22, 2016 at 5:00 p.m., as the deadline for
each person or entity, to file a proof of claim, in respect of a
prepetition claim, including, secured claims, priority claims, and
claims arising under section 503(b)(9) of the Bankruptcy Code
against any of the Debtors;
(b) Governmental Bar Date: Oct. 31, 2016 at 5:00 p.m., as the
deadline for Governmental Units to file a Proof of Claim in
respect of a prepetition claim against any of the Debtors;
The Debtors propose, among others, these procedures for filing
Proofs of Claim:
(1) Proofs of Claim either must be filed (a) electronically
through the website of the Debtors' Court-approved claims and
noticing agent, Prime Clerk LLC, using the interface available on
such website located at https://cases.primeclerk.com/aeropostale
under the link entitled "Submit a Claim"; (b) by mailing the
original Proof of Claim form either by U.S. Postal Service mail or
overnight delivery on or before the applicable Bar Date to
Aeropostale, Inc., Claims Processing Center, c/o Prime Clerk LLC,
830 3rd Avenue, 3rd Floor, New York, New York 10022; or (c) by
delivering the original Proof of Claim by hand to the United
States Bankruptcy Court, Southern District of New York, One
Bowling Green, New York, New York 10004.
(2) Proofs of Claim will be deemed filed only when received
by Prime Clerk or by the Clerk of the Bankruptcy Court on or
before the applicable Bar Date.
(3) Proofs of Claim must (a) be signed by the claimant, or,
if the claimant is not an individual, by an authorized agent of
the claimant under penalty of perjury; (b) set forth with
specificity the legal and factual bases for the alleged claim; (c)
include supporting documentation (if voluminous, attach a summary)
or explain as to why documentation is not available; (d) be in the
English language; and (e) be denominated in United States currency
(using the exchange rate, if applicable, as of the Commencement
Date).
"The Debtors submit that the proposed Bar Date and Procedures
provide sufficient time for all parties in interest, including
foreign creditors, to assert their claims. Further, because the
proposed Procedures will provide notice to all known parties in
interest by mail and notice to any unknown parties in interest by
publication, the Debtors submit that the proposed Procedures are
reasonably calculated to provide notice to all parties that may
wish to assert a claim in these chapter 11 cases," the Debtors
aver.
Aeropostale, Inc. and its affiliated Debtors are represented by:
Ray C. Schrock, Esq.
Jacqueline Marcus, Esq.
Garrett A. Fail, Esq.
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, NY 10153
Telephone: (212)310-8000
Facsimile: (212)310-8007
E-mail: ray.schrock@weil.com
jacqueline.marcus@weil.com
garrett.fail@weil.com
About Aeropostale, Inc.
Aeropostale, Inc. (OTC Pink: AROPQ) 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: $160-Mil. DIP Facility Has Final Approval
----------------------------------------------------------
Judge Sean H. Lane of the U.S. Bankruptcy Court for the Southern
District of New York, issued his final order authorizing
Aeropostale, Inc. and its affiliate Debtors to obtain postpetition
secured indebtedness from agent Crystal Financial LLC and the
lenders parties thereto.
Judge Lane authorized the Debtors to access up to $160,000,000 of
the DIP Facility on a final basis, consisting of up to $85,000,000
at any time outstanding of Revolving Credit Loans, and up to
$75,000,000 of Term Loans.
Judge Lane acknowledged that an ongoing need exists for the
Debtors to continue to obtain funds under the DIP Facility in
order to continue remaining operations and to administer and
preserve the value of the Debtors' estates. He further
acknowledged that the Debtors' ability to meet payroll and finance
their remaining operations, and to preserve, maintain and maximize
the value of their assets for the benefit of their creditors
requires the immediate and continued availability of working
capital provided pursuant to the DIP Facility.
The Debtors were authorized to use the proceeds of the DIP
Facility to pay for or fund, among others, the following:
(1) certain costs, fees and expenses related to the Chapter
11 Cases;
(2) repayment of the Prepetition ABL Obligations;
(3) the cash collateralization of certain letters of credit
as approved by the DIP Agent and the Required Lenders from time to
time in their sole discretion;
(4) the cash collateralization of certain outstanding letters
of credit issued pursuant to the Prepetition ABL Credit Agreement
on the terms set forth in the DIP Credit Agreement; and
(5) an escrow account for payments on account of any
contingent indemnity obligations under the Prepetition ABL Credit
Documents, in an amount not to exceed $350,000.
Judge Lane issued a final order authorizing the Debtors to enter
into the DIP Financing despite the objections lodged by Aero
Investors LLC, et al.
A full-text copy of the Final Order, dated June 13, 2016, is
available at https://is.gd/juiAGX
Aeropostale, Inc., and its affiliated debtors are represented by:
Ray C. Schrock, Esq.
Richard W. Slack, Esq.
Jacqueline Marcus, Esq.
Garrett A. Fail, Esq.
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, NY 10153
Telephone: (212)310-8000
Facsimile: (212)310-8007
E-mail: ray.schrock@weil.com
richard.slack@weil.com
jacqueline.marcus@weil.com
garrett.fail@weil.com
The Official Committee of Unsecured Creditors is represented by:
Robert J. Feinstein, Esq.
Jeffrey N. Pomerantz, Esq.
Bradford J. Sandler, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
780 Third Avenue, 34th Floor
New York, NY 10017
Telephone: (212)561-7700
Facsimile: (212)561-7777
E-mail: rfeinstein@pszjlaw.com
jpomerantz@pszjlaw.com
bsandler@pszjlaw.com
The Term Loan Lenders are represented by:
Atif Khawaja, Esq.
Robert A. Britton, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, NY 10022
Telephone: (212)446-4800
Facsimile: (212)446-4900
E-mail: atif.khawaja@kirkland.com
robert.britton@kirkland.com
- and -
Robert J. Dehney, Esq.
Andrew Remming, Esq.
MORRIS, NICHOLS, ARSHT &
TUNNELL LLP
1201 North Market Street, 16th Floor
P.O. Box 1347
Wilmington, DE 19811
Telephone: (302)658-9200
Facsimile: (302)658-3989
E-mail: rdehney@mnat.com
aremming@mnat.com
- and -
James A. Stempel, Esq.
Robert B. Ellis, Esq.
Stephen C. Hackney, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
300 North LaSalle Street
Chicago, IL 60654
Telephone: (312)862-2000
Facsimile: (312)862-2200
E-mail: jstempel@kirkland.com
rellis@kirkland.com
stephen.hackney@kirkland.com
About Aeropostale, Inc.
Aeropostale, Inc. (OTC Pink: AROPQ) 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: Creditors' Panel Hires Province as Fin'l Advisor
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Aeropostale,
Inc., et al., seek permission from the U.S. Bankruptcy Court for
the Southern District of New York to retain Province, Inc., as
financial advisor to the Committee in connection with the Debtors'
jointly administered Chapter 11 cases, mmc pro tune to May 11,
2016.
A hearing on the request is set for July 13, 2016, at 11:00 a.m.
(Eastern Time). Objections must be filed by July 6, 2016, at 4:00
p.m. (Eastern Time).
The Firm will provide these services to the Committee:
a. becoming familiar with and analyzing the Debtors'
business, restructuring plan, assets and liabilities, and
overall financial condition;
b. assisting the Committee in determining how to react to the
Debtors' restructuring plan or in formulating and
implementing its own plan;
c. monitoring the financing and sale process, interfacing
with the Debtors' professionals, and advising the
Committee regarding the process;
d. preparing, or reviewing as applicable, avoidance action
and claim analyses;
e. assisting the Committee in reviewing the Debtors'
financial reports, including, but not limited to, SOFAs,
Schedules, cash budgets, and Monthly Operating Reports;
f. advising the Committee on the current state of these
Chapter 11 cases;
g. advising the Committee in negotiations with the Debtors
and third parties as necessary;
h. if necessary, participating as a witness in hearings
before the bankruptcy court with respect to matters upon
which Province has provided advice; and
i. other activities as are approved by the Committee, the
Committee's counsel, and as agreed to by Province.
The Firm will be paid at these hourly rates:
Principal $660-$700
Director/Managing Director $470-$620
Associate/Sr. Associate $330-$460
Analyst/Sr. Analyst $250-$320
Paraprofessional $100
The hourly rates are subject to periodic adjustments to reflect
economic and other conditions. The Firm intends to provide 10
business days' notice to the Debtors, the Committee, and the U.S.
Trustee before implementing any increases in the Firm's rates for
professionals working on these Chapter 11 cases. In addition, the
Firm will bill for all of its out-of-pocket expenses reasonably
incurred by the Firm in connection with this engagement. The Firm
started performing services for the Committee on May 11, 2016.
Victor Delaglio, Esq., Managing Director with the Firm, assures
the Court that neither he, the Firm, nor any employee thereof, has
any connection with the Debtors, their creditors, or any other
parties in interest herein, or their respective attorneys and
accountants, the U.S. Trustee, or any person employed in the
office of the U.S. Trustee, or any Bankruptcy Judge currently
serving on the Court.
About Aeropostale, Inc.
Aeropostale, Inc. (OTC Pink: AROPQ) 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.
ARITEL INC: Plans Propose 5% Recovery to Unsecured Creditors
------------------------------------------------------------
Aritel, Inc., Cheneliz Convention Center, Inc., and F.C.
Development, Inc., filed with the U.S. Bankruptcy Court for the
District of Puerto Rico a second amended disclosure statement
explaining their plans, which are substantially liquidating plans.
Holders of allowed unsecured claims filed against Artitel/Cheneliz
will be paid 5% of the allowed amount of each claim upon the sale
of equipment from the hotel, and recovery of receivables without
interest, pro-rata in a quarterly basis commencing 90 days after
the payment in full of the secured claim of the Puerto Rico
Treasury.
Holders of allowed unsecured claims against FC Development will be
paid 5% of the allowed amount of each claim within 90 days after
the effective date of the Plan.
A full-text copy of the Second Amended Disclosure Statement is
available at http://bankrupt.com/misc/ohnb15-33017-38.pdf
Aritel, Inc., Cheneliz Convention Center, Inc., and F.C.
Development, Inc., sought protection under Chapter 11 of the
Bankruptcy Code on May 6, 2014. The cases are jointly
administered under Case No. 14-03727 (Bankr. D.P.R.).
Aritel/Cheneliz's assets as of May 6, 2014, totaled $3,781,403,
while FC Development's assets of as May 6, 2014, totaled
$1,095,258.
The petition was signed by Franco Caban Valentin, president. A
list of Aritel's 20 largest unsecured creditors is available for
free at http://bankrupt.com/misc/prb14-03727.pdf
Attorney for the substantively consolidated debtors Aritel, Inc.,
and Cheneliz Convention Center:
Rolando Emmanuelli Jimenez, Esq.
Bufete Emmanuelli, C.S.P.
Urb. Constancia
2803 Calle San Francisco
Ponce, PR 00717
Tel: (787) 843-8406
Fax: (866) 880-7144
Email: Rolando@bufete-emmanuelli.com
Attorney for the administratively consolidated debtor, FC
Development:
Winston Vidal Gambaro, Esq.
PO Box 193673
San Juan, PR 00919-3673
Tel: (787) 751-2864
Fax: (787) 763-6114
Email: wvidal@prtc.com
EOS EVENTS: Hires Lugo Mender as Legal Representative
-----------------------------------------------------
Eos Events, Inc., seeks permission from the U.S. Bankruptcy Court
for the District of Puerto Rico to employ Lugo Mender Group, LLC,
as legal representative.
Debtor will rely on the Firm for general legal counseling services
in connection with this bankruptcy petition.
The Firm will be paid at these hourly rates:
Wigberto Lugo Mender, Esq. $300
Associate Staff Attorney $175
Legal and Financial Assistants $100
Prior to the filing of this petition, the Firm has been paid a
retainer in the amount of $4,283.
Alexis Betancourt Vincenty, Esq., an attorney at the Firm, assures
the Court that each member of the Firm is, a disinterested person
as that term is defined in 11 U.S.C. Section 101(14) and the
employment of the law firm is in the best interest of the estate.
The Firm can be reached at:
Lugo Mender Group, LLC
100 Carr. 165 Suite 501
Guaynabo, PR 00968-8052
Tel: (787)707-0404
Fax: (787)7007-0412
E-mail: wlugo@lugomender.com
EOS Events Inc. filed for Chapter 11 bankruptcy protection (Bankr.
D.P.R. Case No. 16-04868) on June 17, 2016. Alexis A Betancourt
Vincenty, Esq., at Lugo Mender Group LLC serves as the Debtor's
bankruptcy counsel.
MERANDA INC: Taps Pedrosa Luna as Legal Counsel
-----------------------------------------------
Meranda, Inc. seeks approval from the U.S. Bankruptcy Court for
the District of Puerto Rico to hire The Law Offices of Hector
Eduardo Pedrosa Luna as its legal counsel.
The Debtor tapped the firm to:
(a) prepare legal papers and conduct examinations incidental
to the administration of its Chapter 11 case;
(b) develop the relationship of the status of the Debtor to
the claims of creditors in its case;
(c) give advice about its rights, duties and obligations as a
Debtor;
(d) take other necessary actions incident to the proper
preservation and administration of the case; and
(e) assist the Debtor in the formulation of a bankruptcy plan
and disclosure statement.
The Debtor proposes to pay the firm $150 per hour for its
services.
Hector Eduardo Pedrosa Luna, Esq., disclosed in a court filing
that the members of the firm are "disinterested persons" as
defined in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Hector Eduardo Pedrosa-Luna, Esq.
The Law Offices of Hector Eduardo Pedrosa Luna
P.O. Box 9023963
San Juan, PR 00902-3963
Tel 787-920-7983
Fax 787-754-1109
hectorpedrosa@gmail.com
About Meranda Inc.
Meranda, Inc. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D.P.R. Case No. 16-04239) on May 27, 2016, listing
under $1 million in both assets and liabilities.
MORGANS HOTEL: Signs $794 Million Acquisition Deal with SBE
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Morgans Hotel Group Co. has entered into a definitive agreement
under which Morgans will be acquired by leading global lifestyle
hospitality company SBE. Under terms of the agreement, SBE will
acquire all of the outstanding shares of Morgans common stock for
$2.25 per share in cash, which, together with the exchange of
Morgans Series A preferred securities, the assumption of debt and
transfer of capitalized leases, represents a total enterprise
value of approximately $794 million. The per share price
represents a 69 percent premium over Morgans' unaffected closing
price on May 5, 2016, and a 54 percent premium to Morgans' volume
weighted average price for the 30 days up to and including May 5,
2016.
As part of the transaction, affiliates of The Yucaipa Companies
will exchange $75 million in Series A preferred securities,
accrued preferred dividends, and warrants for $75 million in
preferred shares and an interest in the common equity in the
acquirer and, following the closing, the leasehold interests in
three restaurants in Las Vegas currently held by Morgans.
At closing, SBE will acquire Morgans' portfolio of thirteen owned,
operated or licensed hotel properties in London, Los Angeles, New
York, Miami, San Francisco, Las Vegas and Istanbul, including its
Hudson New York and Delano South Beach properties. SBE is
currently working with the lenders to assume the mortgages of the
Hudson and Delano properties, approximately $422 million, and
expects this to occur at closing.
Howard M. Lorber, Morgans Chairman, said, "Morgans' Board of
Directors carefully considered all of the alternatives available
to us and we are pleased to have arrived at a transaction that we
believe is in the best interests of our shareholders, while
providing a great home for our attractive assets under a renowned
hospitality company in SBE."
The transaction, which was approved by the Board of Directors, is
expected to close in the third or fourth quarter, and is subject
to regulatory approvals, the assumption or refinancing of Morgans
mortgage loan agreements, and customary closing conditions,
including approval of the transaction by Morgans shareholders.
Morgans shareholders representing approximately 29 percent of the
Company's outstanding shares of common stock have signed voting
agreements in support of this transaction, including OTK
Associates, Pine River Capital Management and Vector Group Ltd.
Affiliates of The Yucaipa Companies have also signed a voting
agreement in respect of their Series A preferred securities and
warrants.
SBE has obtained commitments to finance the transaction through a
combination of proceeds from the sale of new preferred equity in
the newly-formed company to a third-party investor, liquidity from
the refinancing of its existing term loans and a new revolver.
In light of the announcement, the Company's first quarter earnings
call, previously scheduled has been cancelled.
Morgan Stanley & Co. LLC served as financial advisor and Fried,
Frank, Harris, Shriver & Jacobson LLP served as legal advisors to
Morgans Hotel Group.
About Morgans Hotel Group
Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector. Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London. Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico. Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.
Morgans Hotel reported net income attributable to common
stockholders of $5.45 million on $220 million of total revenues
for
the year ended Dec. 31, 2015, compared to a net loss attributable
to common stockholders of $66.6 million on $234 million of total
revenues for the year ended Dec. 31, 2014.
As of March 31, 2016, Morgans Hotel had $518 million in total
assets, $737 million in total liabilities and a total deficit of
$219 million.
PUERTO RICO: Fitch Cuts Issuer Default Rating to 'C', on Watch Neg
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Fitch Ratings has downgraded the Commonwealth of Puerto Rico's
Issuer Default Rating (IDR) and related debt ratings to 'C' from
'CC'. Fitch maintains the ratings on Rating Watch Negative. A
complete list of affected credits is included at the end of this
release.
RESTRUCTURING, DEFERRAL OR DEFAULT APPEARS INEVITABLE: The 'C'
rating indicates Fitch's belief that default of some kind is
inevitable. The breakdown of negotiations between the government
and major bondholders, the recent ruling by the Supreme Court on
the commonwealth's bankruptcy legislation, and the slow process of
federal legislation in support of the Commonwealth indicate that a
debt restructuring, deferral, or default has become inevitable.
Recently released proposals and counterproposals between the
commonwealth and bondholders indicate a distressed debt exchange
of some kind is inevitable. Moreover, with sizeable debt service
payments due on July 1, 2016, the probability of default on the
general obligation debt is high.
NO LEGAL PATH TO DEBT RESTRUCTURING: The commonwealth continues to
seek federal assistance and a path toward restructuring its
obligations. It has not been successful in its attempt to create a
legal construct for bankruptcy. The U.S. Supreme Court ruled on
June 13, 2016, that the 2014 Puerto Rico Public Corporation Debt
Enforcement and Recovery Act conflicted with federal bankruptcy
law and let stand an appeals court ruling invalidating the law.
This leaves federal legislation and negotiation with creditors as
remaining options for Puerto Rico to restructure its debt and
avoid a disorderly default.
FEDERAL LEGISLATION ADVANCING: A bill establishing an oversight
board has been passed by the U.S. House of Representatives (the
Puerto Rico Oversight, Management and Economic Stability Act or
PROMESA) and has moved to the Senate for consideration. The timing
of consideration of the bill in the Senate is unknown leaving the
commonwealth without a legal framework for default or
restructuring. Fitch will continue to monitor developments at the
federal level and evaluate any enacted legislation for its impact
on prospects for bondholders.
BREAK DOWN OF NEGOTIATIONS: Following passage of PROMESA by the
House, private negotiations broke down between the commonwealth
and creditors, as ultimately PROMESA would place authority for
continued negotiations within the purview of the oversight board.
The ending of negotiations and the filing of lawsuits challenging
the commonwealth's debt moratorium and fiscal emergency
legislation passed in April 2016 make it more likely that an
agreement to avoid default will not be reached prior to July 1.
PREPA MODEL POSSIBLE OPTION: There remains the possibility that
bondholders and/or bond insurers will provide liquidity to the
commonwealth, similar to that provided to Puerto Rico Electric
Power Authority, to continue negotiations and avoid a disorderly
default in the absence of a legal framework, on July 1.
RATING SENSITIVITIES
NONPAYMENT OR DISTRESSED DEBT EXCHANGE: Failure to meet debt
service obligations as scheduled or execution of a distressed debt
exchange, where creditors are offered securities with diminished
structural or economic terms as compared to existing bonds to
avoid a probable payment default would result in a downgrade of
the related issuer's IDR to 'RD' and any affected securities to
'D'. Securities that continue to perform will have ratings
maintained at 'C'.
For more information on Fitch's treatment of distressed debt
exchange, see Fitch's publication titled 'Distressed Debt
Exchange' dated June 8, 2016.
SECURITY
GO & GUARANTEED BONDS are secured by the good faith, credit and
taxing power of the commonwealth of Puerto Rico. Strong legal
provisions for general obligation (GO) debt include a
constitutional first claim on commonwealth revenues, including
transportation-related and rum excise tax revenues that are
dedicated to specific authorities and other bonds.
COFINA BONDS have a security interest in and are payable from
commonwealth sales and use tax revenues. COFINA is an independent
governmental instrumentality of the commonwealth and affiliate of
the GDB established by specific legislation.
ERS BONDS are a limited, non-recourse obligation of the pension
system, payable from and secured by a pledge of statutorily
required employer contributions to the system.
PRASA 'CC' UNCHANGED
Today's action does not affect Fitch's ratings on debt of the
Puerto Rico Aqueduct and Sewer Authority (PRASA), rated 'CC' on
Rating Watch Negative. Default, nonetheless, remains probable. The
$658 million PRASA commonwealth guaranty revenue bonds will be
maintained at the higher PRASA rating of 'CC', Rating Watch
Negative.
COMPLETE LIST OF AFFECTED CREDITS
As part of today's action, Fitch has downgraded to 'C' from 'CC'
and maintained on Rating Watch Negative all of the following
ratings:
-- $13 billion Commonwealth of Puerto Rico GO bonds;
-- $6.7 billion Puerto Rico Sales Tax Financing Corporation
(COFINA) senior lien sales tax revenue bonds and $8.5 billion
COFINA first subordinate lien sales tax revenue bonds;
-- $2.9 billion Employees Retirement System of the Commonwealth
of Puerto Rico (ERS) pension funding bonds;
-- $1.4 billion Puerto Rico Public Buildings Authority (PBA)
government facilities revenue bonds guaranteed by the
Commonwealth.
Fitch does not rate any other appropriation or special tax-secured
debt of the commonwealth.
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