/raid1/www/Hosts/bankrupt/TCRLA_Public/170627.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 27, 2017, Vol. 18, No. 126
Headlines
B R A Z I L
BANCO DO BRASIL: IIC to Expand Access to Finance for Agribusiness
BRAZIL MINERALS: Incurs $274,000 Net Loss in First Quarter
LIBRA TERMINAL: Fitch Assigns B- Long-Term IDR
C A Y M A N I S L A N D S
ENSO CAPITAL: Creditors' Proofs of Debt Due July 20
KAZIMIR GROUP: Commences Liquidation Proceedings
LINKS FINANCE: Commences Liquidation Proceedings
LLANES INVESTMENT: Creditors' Proofs of Debt Due July 20
MAGNETAR XING: Creditors' Proofs of Debt Due July 17
MAYNARD FINANCE: Commences Liquidation Proceedings
OLD MUTUAL: Commences Liquidation Proceedings
PREMIUM POINT: Creditors' Proofs of Debt Due July 10
PREMIUM POINT MASTER: Creditors' Proofs of Debt Due July 10
SAADIYAT BEACH: Commences Liquidation Proceedings
SEFFNER HOLDINGS: Commences Liquidation Proceedings
D O M I N I C A N R E P U B L I C
DOMINICAN REPUBLIC: Will Work to Develop Local Industries
DOMINICAN REPUBLIC: Medina to Extend Help to Fishermen
J A M A I C A
JAMAICA: Decline Seen in MSE's Islandwide
P U E R T O R I C O
PUERTO RICO: Bid to Move SUT Dispute to PR Supreme Court Opposed
PUERTO RICO: Judge Dein May Handle Discovery, Pretrial Matters
PUERTO RICO: Judge Houser, 4 Others Named to Mediation Team
PUERTO RICO: June 28 Hearing on Procedures to Address SUT Dispute
PUERTO RICO: Retirees Tap Jenner & Block, Bennazar as Attorneys
S U R I N A M E
SURINAME: To Up Agriculture Sector's Competitiveness w/ IDB Loan
T R I N I D A D & T O B A G O
CARIBBEAN AIRLINES: Big Drop in Airlines Subsidy
- - - - -
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B R A Z I L
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BANCO DO BRASIL: IIC to Expand Access to Finance for Agribusiness
-----------------------------------------------------------------
The Inter-American Investment Corporation (IIC), acting on behalf
of the Inter-American Development Bank (IDB) Group, has joined
with Banco do Brasil S.A. to increase access to finance for small
and medium sized enterprises (SMEs) involved in the agribusiness
value chain in Brazil.
The financing package consists of an IDB Group A-loan of $100
million with a tenor of five years and a B-loan of $400 million
with a two-year tenor from HSBC, Mizuho, National Bank of Kuwait,
Banco Santander, Standard Chartered and Wells Fargo. The A-loan
will support SMEs operating in underserved areas of the country,
particularly in the Northeast, while the B-loan will finance other
SMEs throughout the country.
This is Banco do Brasil's first-ever A/B loan transaction with a
multilateral institution. The project includes technical
assistance to support Banco do Brasil's ongoing efforts to provide
micro-entrepreneurs with financial education tools. Specifically,
the IIC will support Banco do Brasil in developing online
financial education courses for these clients on dedicated
websites.
About the Inter-American Investment Corporation
The Inter-American Investment Corporation (IIC), a member of the
Inter-American Development Bank Group (IDB Group), is a
multilateral development bank committed to supporting the private
sector in Latin America and the Caribbean. The IIC finances
sustainable enterprises and projects to achieve financial results
that maximize social and environmental development for the region.
With a current portfolio of $11 billion under management and 350
clients in 21 countries, the IIC works across sectors to provide
innovative financial solutions and advisory services that meet the
evolving demands of its clients.
As reported in the Troubled Company Reporter-Latin America on
June 6, 2017, Moody's Latin America Agente de Calificacion de
Riesgo (MLA) has affirmed Banco do Brasil S.A.(Bolivia) (BdB
Bolivia)'s ratings and changed the outlook of its global scale
local currency deposit rating (Ba2) to negative from stable. The
rating action follows the announcement by Moody's Investors
Service that it has changed the outlook of Banco do Brasil's (BdB)
local currency deposit ratings to negative from stable on May 31,
2017.
BRAZIL MINERALS: Incurs $274,000 Net Loss in First Quarter
----------------------------------------------------------
Brazil Minerals, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $274,382 on $3,396 of revenue for the three months ended March
31, 2017, compared to a net loss of $290,608 on $2,556 of revenue
for the three months ended March 31, 2016.
As of March 31, 2017, Brazil Minerals had $1.23 million in total
assets, $1.32 million in total liabilities, and a total
stockholders' deficit of $90,228.
As of March 31, 2017, the Company had total current assets of
$169,416 compared to total current liabilities of $1,127,458 for a
current ratio of 0.15 to 1 and working capital of ($958,042). By
comparison, on March 31, 2016, the Company had total current
assets of $223,471 compared to current liabilities of $1,364,807
for a current ratio of 0.16 to 1 and working capital of
($1,141,336). On an absolute basis, the relative improvement in
working capital is primarily attributable to the decrease in
outstanding convertible notes and other short-term obligations.
In the first quarter of 2017, the Company's principal sources of
liquidity were the issuance of equity and debt securities. In the
first quarter of 2016, the Company's principal sources of
liquidity had been issuances of equity and debt securities.
During the first quarter of 2017, the Company received an
aggregate of $26,000 in gross proceeds from the sale of common
stock.
"We believe that financial resources and funds generated from
revenues, and equity and debt sales will provide cash flow for
operations. We have no plans for any significant cash
acquisitions in 2017 or in the foreseeable future," the Company
stated in the report.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/ft6Gxu
About Brazil Minerals
Based in Pasadena, California, Brazil Minerals, Inc. --
http://www.brazil-minerals.com/-- mines and sells diamonds, gold,
sand and mortar in Brazil. The Company, through subsidiaries,
outright or jointly owns 11 mining concessions and 20 other
mineral rights in Brazil, almost all for diamonds and gold. The
Company, through subsidiaries, owns a large alluvial diamond and
gold processing and recovery plant, a sand processing and mortar
plant, and several pieces of earth-moving capital equipment used
for mining as well as machines for sand processing and preparation
of mortar.
Brazil Minerals reported a net loss of $1.73 million on $13,323 of
revenue for the year ended Dec. 31, 2016, compared to a net loss
of $1.87 million on $63,610 of revenue for the year ended Dec. 31,
2015.
B F Borgers CPA PC, in Lakewood, CO, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2016, citing that the Company has suffered
recurring losses from operations and has a significant accumulated
deficit. In addition, the Company continues to experience
negative cash flows from operations. These factors raise
substantial doubt about the Company's ability to continue as a
going concern.
LIBRA TERMINAL: Fitch Assigns B- Long-Term IDR
----------------------------------------------
Fitch Ratings has taken the following rating actions on Libra
Terminal Rio S.A.:
-- Withdraw 'RD' Long-Term Foreign and Local Currency Issuer
Default Ratings (IDRs) and assign 'B-' IDRs;
-- Withdraw 'RD(bra)' Long-Term National Rating and assign 'B-
(bra)';
-- Withdraw 'D(bra)' Rating on Long-Term National Rating of the
first issuance of debentures and assign 'B-(bra)' to the
restructured first issuance of debentures in the total amount
of BRL270 million.
The Ratings were withdrawn due to debt restructuring.
The Rating Outlook is Negative.
KEY RATING DRIVERS
Summary: Libra Rio's ratings reflect the operational profile of
the Libra group, which faces elevated exposure to competition for
cargo and high demand volatility. The ratings also reflect the
need for elevated volume growth in order to serve debt in a timely
manner. The company presents high leverage, measured in a
consolidated manner by Net Debt/EBITDA, reaching 16.1x in Fitch's
Rating Case in 2017, with a reduction in the coming years.
Furthermore, despite having restructured 90% of its debt in the
beginning of the year, Libra group still faces the challenge of
paying BRL 740 million of debt service in 2018.
Libra Rio's ratings are driven by the consolidated profile of
Libra Holding S.A. (Libra Holding), given the cross default
clauses between the operating subsidiaries and Libra Rio, as well
as the guarantees provided by Libra Holding. This supports a view
that strong operational and financial linkages exist between the
different operating companies of the group. Libra Rio is the key
EBITDA generator of the Libra Group. Libra Holding has no
financial debt, but it is strongly committed to the operational
subsidiaries, providing guarantees to debts at Libra Santos and
Libra Rio.
Elevated Exposure to Competition [Volume Risk - Weaker]
Despite being located in the primary ports of call of the Port of
Santos and Port of Rio de Janeiro, Libra's terminals struggled
with the economic downturn that deteriorated Brazilian foreign
trade in the last years. Moreover, the decrease in volume was
amplified by new entrants in the Port of Santos and by access
limitation to the Port of Rio de Janeiro.
Tariff Setting Flexibility, Limited Long-Term Contracts [Price
Risk - Midrange]
The prices of handling and storage, as well as of other services,
are defined by the supply and demand mechanism, which provides
flexibility to Libra to set its tariffs. However, the terminals
operate with restricted contracts that last only up to two years
and do not contemplate take-or-pay agreements.
Speculative Investment Plan [Infrastructure Development & Renewal
- Weaker]
Libra Group signed an extension in the leasing agreement of Libra
Santos until 2035. This required doubling terminal capacity from
current levels of 900,000 TEUs to 1,800,000 TEUs, at an
approximate cost of BRL750 million, which is deemed aggressive and
somewhat speculative given the significant declines in volume
handled over the past five years and the highly competitive
environment at the Port of Santos. Regarding Libra Rio, the access
limitation is expected to be overcome in July with the official
approval of the canal dredging works, which will permit large
vessels to dock at the Port of Rio de Janeiro.
Reinforcement of Guarantees and Cross Default Clauses [Debt
Structure - Weaker]
After the restructuring agreement signed in January 2017, the
debenture holders had the guarantees reinforced with the pledge of
shares of the terminals and real estate mortgage of the
operational properties in Rio de Janeiro, Santos, Campinas and
Cubatao. All restructured debt, including the debentures, were
indexed to CDI interest rate, with exposure to floating interest
rates, and have the maturity extended to 2020 and 2023 in the case
of debentures and other debts, respectively. Cross-default clauses
exist between the sister companies, with Libra Holding
guaranteeing debts at OpCo levels.
Highly Leverage Structure and Refinancing Risk
Leverage in 2016, measured by Net Debt/EBITDA, could not be
measured since the EBITDA deteriorated to negative levels, but it
is expected to reach its peak of 16.1x at the end of 2017 in
Fitch's rating case. The obligation of amortizing 54% of
debentures and 21% of other debts are fulfilled only with a robust
ramp-up volume in 2017 and 2018, as well as a capital injection in
the company. High leverage and a weakened cash flow generation may
pose challenges to Libra's ability to timely service its debt.
PEER GROUP
In terms of operational profile, Libra's terminals closest peers
are: TCP - Terminal de Conteineres de Paranagua S.A.
(TCP, rated 'AA-(bra)'/ROS) and Porto do Acu Operacoes S.A. (Porto
do Acu, rated 'B(bra)'/RON). TCP presents lower leverage than
Libra, with a peak of 4.3x in Fitch's rating case and benefits
from a more stable revenue profile, supported by a less
competitive environment, coupled with sufficient liquidity to
honour short and medium term capex and debt obligations.
Porto do Acu presents a higher leverage (above 50x in September
2016) and the ratings are based on its amortization schedule, with
no debt service due until 2019, providing some time for the issuer
to ramp-up its operations. Libra's revenue CAGR until 2020 is
lower (18.8%) when compared to Porto do Acu (31.3%); however, in
Libra additional capital injection is likely to be needed to honor
its obligations in 2018.
RATING SENSITIVITIES
Future developments that may, individually or collectively, lead
to positive rating action include:
-- Annual revenues growth above 35% in 2017 and 2018;
-- Success in raising additional capital until 2018.
Future developments that may, individually or collectively, lead
to a negative rating action include:
-- Revenue growth less than expected in Fitch's base case;
-- Failure in implementing the Opex and SG&A reduction plans;
-- Failure in raising additional capital until 2018.
==========================
C A Y M A N I S L A N D S
==========================
ENSO CAPITAL: Creditors' Proofs of Debt Due July 20
---------------------------------------------------
The creditors of Enso Capital Management, Ltd. are required to
file their proofs of debt by July 20, 2017, to be included in the
company's dividend distribution.
The company commenced liquidation proceedings on June 5, 2017.
The company's liquidator is:
Intertrust SPV (Cayman) Limited
190 Elgin Avenue, George Town
Grand Cayman, KY1-9005
Cayman Islands
c/o Kim Charaman
Telephone: (345) 943-3100
KAZIMIR GROUP: Commences Liquidation Proceedings
------------------------------------------------
The sole shareholder of Kazimir Group Limited, on June 6, 2017,
passed a resolution 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:
Frances Holliday
c/o Jasmine Amaria
Walkers
6 Gracechurch Street
London
EC3V 0AT
UK
Telephone: +44 207 220 4970
LINKS FINANCE: Commences Liquidation Proceedings
------------------------------------------------
The sole shareholder of Links Finance Corporation, on May 23,
2017, passed a resolution 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 liquidators are:
Chris Kennedy
Matthew Wright
c/o Daniel McGrath
RHSW (Cayman) Limited
Windward 1, Regatta Office Park
P.O. Box 897 Grand Cayman KY1-1103
Cayman Islands
Telephone: +1 (345) 949-7576
LLANES INVESTMENT: Creditors' Proofs of Debt Due July 20
--------------------------------------------------------
The creditors of Llanes Investment Ltd. are required to file their
proofs of debt by July 20, 2017, to be included in the company's
dividend distribution.
The company commenced liquidation proceedings on May 23, 2017.
The company's liquidator is:
Peter Goulden
Mourant Ozannes Cayman Liquidators Limited
Mourant Ozannes
Attorneys-at-Law for the Company
Reference: NDL
Telephone: (+1) 345 949 4123
Facsimile: (+1) 345 949 4647; or
Mourant Ozannes Cayman Liquidators Limited
Reference: Peter Goulden
94 Solaris Avenue, Camana Bay
P.O. Box 1348 Grand Cayman KY1-1108
Cayman Islands
Telephone: (+1) 345 949 4123
Facsimile: (+1) 345 949 4647
MAGNETAR XING: Creditors' Proofs of Debt Due July 17
----------------------------------------------------
The creditors of Magnetar Xing He Fund Ltd. are required to file
their proofs of debt by July 17, 2017, to be included in the
company's dividend distribution.
The company commenced liquidation proceedings on May 30, 2017.
The company's liquidator is:
Matthew Wright
c/o Omar Grant
Telephone: (345) 949 7576
Facsimile: (345) 949 8295
Windward 1, Regatta Office Park
P.O. Box 897 Grand Cayman KY1-1103
Cayman Islands
MAYNARD FINANCE: Commences Liquidation Proceedings
--------------------------------------------------
The shareholders of Maynard Finance Limited, on May 29, 2017,
passed a resolution 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:
Maynard Finance Limited
Flavio Heleno Poppe de Figueiredo
Elisa Georgina Barbosa de Figueiredo
Rua Paulo Pereira da Camara
191 - Rio de Janeiro - 22631-090
Brazil
OLD MUTUAL: Commences Liquidation Proceedings
---------------------------------------------
The shareholder of Old Mutual UK Specialist Equity Fund Limited,
on May 25, 2017, passed a resolution 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:
Richard Murphy
FFP Limited
Harbour Centre, 2nd Floor
42 North Church Street
George Town, Grand Cayman
Telephone: +1 (345) 640 5863
PREMIUM POINT: Creditors' Proofs of Debt Due July 10
----------------------------------------------------
The creditors of Premium Point Erisa Offshore Mortgage Credit
Fund, Ltd. are required to file their proofs of debt by July 10,
2017, to be included in the company's dividend distribution.
The company commenced liquidation proceedings on June 2, 2017.
The company's liquidator is:
Jeffrey Stower
P.O. Box 493 Grand Cayman KY1-1106
Cayman Islands
c/o Gareth Dixon
Telephone: +1 (345) 815-2622/ +1 345-949-4800
Facsimile: +1 (345) 949-7164
P.O. Box 493 Grand Cayman KY1-1106
Cayman Islands
PREMIUM POINT MASTER: Creditors' Proofs of Debt Due July 10
-----------------------------------------------------------
The creditors of Premium Point Erisa Master Mortgage Credit Fund,
Ltd. are required to file their proofs of debt by July 10, 2017,
to be included in the company's dividend distribution.
The company commenced liquidation proceedings on June 5, 2017.
The company's liquidator is:
Jeffrey Stower
P.O. Box 493 Grand Cayman KY1-1106
Cayman Islands
c/o Gareth Dixon
Telephone: +1 (345) 815-2622/ +1 345-949-4800
Facsimile: +1 (345) 949-7164
P.O. Box 493 Grand Cayman KY1-1106
Cayman Islands
SAADIYAT BEACH: Commences Liquidation Proceedings
-------------------------------------------------
The shareholders of Saadiyat Beach Management Mena Limited, on
May 30, 2017, passed a resolution 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:
Walkers Liquidations Limited
Cayman Corporate Centre
27 Hospital Road, George Town
Grand Cayman KY1-9008
Cayman Islands
SEFFNER HOLDINGS: Commences Liquidation Proceedings
---------------------------------------------------
The sole shareholder of Seffner Holdings Corporation, on June 1,
2017, passed a resolution 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:
JTC (Cayman) Limited
45D Market Street,
Suite 3204, 2nd Floor
Gardenia Court, Camana Bay
Grand Cayman
Cayman Islands
c/o Christine Godfray
Telephone: (345) 949 7212
===================================
D O M I N I C A N R E P U B L I C
===================================
DOMINICAN REPUBLIC: Will Work to Develop Local Industries
----------------------------------------------------------
Dominican Today reports that Industry and Commerce Minister Nelson
Toca met with Dominican Industries Association (AIRD) executives,
and reiterated the commitment to work to develop the country's
industrial and retail sector.
During the meeting led by AIRD President Campos de Moya, Toca
highlighted the points of agreement between both institutions and
stressed the Ministry's institutional adaptation and development
to streamline its services, according to Dominican Today.
At the meeting held at AIRD offices in the National District, the
official was accompanied by PR director Manuel Jimenez, deputy
ministers and other officials, whereas for the AIRD, were vice
presidents Circe Almanzar, Celso Juan Marranzini, Franklin Le¢n
and Richard Arostegui, as well as past presidents Ligia Bonetti
and Yandra Portela, the report notes.
Toca was recently designated in the post by President Danilo
Medina, to replace Temistocles Montas, being held in connection
with the Odebrecht bribe case, the report relays.
As reported in the Troubled Company Reporter-Latin America on
May 1, 2017, S&P Global Ratings affirmed its 'BB-/B' long- and
short-term sovereign credit ratings on the Dominican Republic.
The outlook remains stable. The transfer and convertibility (T&C)
assessment is unchanged at 'BB+'.
DOMINICAN REPUBLIC: Medina to Extend Help to Fishermen
------------------------------------------------------
Dominican Today reports that President Danilo Medina pledged
support to fishermen of Sabana de la Mar grouped in Asotrapesamar,
aimed at meeting the needs to spur their development.
Mr. Medina said as many as 30 outboard motors will be financed for
the fishermen or twice as much what they have now, in addition to
a refrigerated truck, according to Dominican Today.
In a surprise visit, Mr. Medina also announced progress in the
construction of the Hato Mayor-Sabana de la Mar highway (east),
the report relays. "It has been started, much progress has been
made. It's halted, but that road is going to be finished."
"It has to be finished because it's an extension of the road that
comes from Uvero Alto, which we have already inaugurated. We will
link to Hato Mayor with Bayaguana to establish a religious tourism
route, from here to the Cristo de Bayaguana church," the report
quoted Mr. Medina as saying.
As reported in the Troubled Company Reporter-Latin America on
May 1, 2017, S&P Global Ratings affirmed its 'BB-/B' long- and
short-term sovereign credit ratings on the Dominican Republic.
The outlook remains stable. The transfer and convertibility (T&C)
assessment is unchanged at 'BB+'.
=============
J A M A I C A
=============
JAMAICA: Decline Seen in MSE's Islandwide
-----------------------------------------
RJR News reports that there has been a decline in the number of
micro-and-small enterprises (MSE), in the country.
According to the Economic and Social Survey Jamaica 2016,
preliminary General Consumption Tax returns show the number of
MSE's engaged in business activities as well as total sales fell
during the year, the report notes.
There were 9,671 MSE's, a decline of 1.4 per cent -- relative to
2015, according to RJR News.
The reduction was due to fewer registered micro and small firms
which declined by 1.9 per cent to 6,093 and 0.7 per cent to 3,578
firms, respectively, the report relays.
As a result, the share of registered MSEs to total registered
firms fell from 77.9 per cent to 77 percent, the report relays.
Among the micro and small enterprises that filed GCT returns,
4,446 were aligned to the Wholesale and Retail Trade industry,
followed by Real Estate, Renting and Business Activities with
2,535 firms, the report says.
Meanwhile, there was a decline in sales by micro and small
enterprises in 2016, the report discloses.
The entities made $44.4 billion in sales which represented 4.7 per
cent of income generated by all the companies that filed GCT
returns in 2016, the report notes.
This was down from $46.2 billion and 4.8 per cent of total income
in 2015, the report adds.
As reported in the Troubled Company Reporter-Latin America on
Feb. 9, 2017, Fitch Ratings affirmed Jamaica's Long-Term Foreign
and Local Currency Issuer Default Ratings (IDRs) at 'B' with a
Stable Outlook. The issue ratings on Jamaica's senior unsecured
Foreign and Local Currency bonds are also affirmed at 'B'. The
Outlooks on the Long-Term IDRs are Stable. The Country Ceiling is
affirmed at 'B' and the Short-Term Foreign Currency and Local
Currency IDRs at 'B'.
======================
P U E R T O R I C O
======================
PUERTO RICO: Bid to Move SUT Dispute to PR Supreme Court Opposed
----------------------------------------------------------------
Objections have been filed against the motion submitted in the
PROMESA Title III cases of the Commonwealth of Puerto Rico and
Puerto Rico Sales Tax Financing Corporation (COFINA), by the
Puerto Rico Funds and the Mutual Fund Group for relief from the
automatic stay to permit the litigation of certain pending motions
to certify questions to the Puerto Rico Supreme Court (the
"Certification Motions") in Lex Claims v. Rosello, No. 3:16-cv-
02374-FAB (the "Lex Claims Action"), and to permit the litigation
of any certified questions before the Puerto Rico Supreme Court.
The objections were filed by:
(1) the Ad Hoc Group of General Obligation Bondholders,
composed of Aurelius Capital Management, LP, Autonomy Capital
(Jersey) LP, FCO Advisors LP, Monarch Alternative Capital LP,
Senator Investment Group LP, and Stone Lion L.P., which
collectively hold approximately $3 billion of bonds issued or
guaranteed by the Commonwealth and backed by a pledge of its good
faith, credit, and taxing power;
(2) Ambac Assurance Corporation, a holder and/or insurer of
approximately $1.3 billion in net accreted value of bonds issued
by COFINA;
(3) the Financial Oversight and Management Board for Puerto
Rico, as the Debtors' representative pursuant to Section 315(b) of
the Puerto Rico Oversight, Management, and Economic Stability Act
("PROMESA").
Mutual funds managed by Oppenheimer Funds, Inc., Franklin
Advisers, Inc., and the First Puerto Rico Family of Funds (the
"Mutual Fund Group,") hold over $3.5 billion in accreted principal
amount of COFINA Bonds and over $2.9 billion in other bonds issued
by Puerto Rico and other territorial instrumentalities, including
over $1.8 billion of Puerto Rico general obligation bonds ("GO
Bonds"). These COFINA Bonds, like most of the Mutual Fund Group's
bond holdings, are uninsured. The Mutual Fund Group holds bonds
on behalf of hundreds of thousands of individual investors,
including thousands residing in Puerto Rico.
The UBS Family of Funds and the Puerto Rico Family of Funds
(collectively, the "Puerto Rico Funds") hold $613.3 million in
accreted principal amount of senior and subordinate bonds (the
"COFINA Bonds") issued by COFINA, all of which are uninsured. The
shareholders of the Puerto Rico Funds consist of thousands of
residents of Puerto Rico, including many retirees and those
nearing retirement, who have invested their savings in funds
holding COFINA Bonds.
Sales and Use Taxes
A critical legal issue to be determined in the Debtors' Title III
cases is whether and how much of the sales and use taxes imposed
by the Commonwealth are (i) property of the Commonwealth that is
available for distribution to the Commonwealth's creditors or (ii)
property of the COFINA.
In response to its fiscal crisis, the Commonwealth in 2007 created
COFINA as a financing vehicle to issue bonds secured by the
proceeds of a newly created Puerto Rico sales and use tax (the
"SUT"). The Commonwealth transferred legal ownership of a portion
of certain sales and use taxes to COFINA, protecting the SUT
revenues from "clawback" by the Commonwealth.
However, the proposed 10-year fiscal plan proposed by the
Commonwealth and the Oversight Board, however, is premised on the
assumption that all debt and revenue owned by any Commonwealth
instrumentality belongs to the Commonwealth.
Certification Question
The Movants, the Mutual Fund Group and the Puerto Rico Funds, wish
to have the stay lifted to engage in a two-step process outside of
the court overseeing the PROMESA Title III cases: first, to have
briefing in front of a different federal court seeking to certify
to the Puerto Rico Supreme Court a different question, i.e.,
whether the sales and use taxes are "available resources" of the
Commonwealth within the meaning of the Puerto Rico Constitution
(the "Certification Question"), and, if successful, to have the
Certification Question resolved by the Puerto Rico Supreme Court.
Specifically, the Mutual Fund Group and the Puerto Rico Funds want
the stay lifted to permit the litigation of certain pending
motions to certify questions to the Puerto Rico Supreme Court (the
"Certification Motions") in Lex Claims v. Rosello, No.
3:16-cv-02374-FAB (the "Lex Claims Action"), and to permit the
litigation of any certified questions before the Puerto Rico
Supreme Court.
In the Lex Claims lawsuit, the general obligation ("GO")
bondholders of the Commonwealth sought a judgment declaring the
sales-and-use-tax revenues belonging to COFINA and securing its
bonds to be "available resources" of the Commonwealth under the
Puerto Rico Constitution, and requiring that those funds be
transferred, contrary to Puerto Rico statutes, to the Commonwealth
Treasury.
The Mutual Fund Group and the Puerto Rico Funds sought, and were
granted, leave to intervene in the Lex Claims Litigation to defend
the constitutionality of the COFINA structure.
The Puerto Rico Funds, as well as Ambac, moved to certify the
question of the constitutionality of COFINA to the Puerto Rico
Supreme Court -- motions that the U.S. Court of Appeals for the
First Circuit stayed through May 1 under PROMESA Sec. 405 and the
Oversight Board stayed under Title III's automatic stay by filing
petitions for Puerto Rico on May 3 and COFINA on May 5.
P.R. Supreme Court
As Puerto Rico proposed a budget for the fiscal year starting July
1, 2017 which contemplates the use of COFINA's Dedicated Sales Tax
revenues, the Mutual Fund Group and the Puerto Rico Funds believe
that the issue of COFINA's validity must be determined within the
next few months.
"This Court may be able to address the available resources
question in another forum, such as the COFINA Title III case or
adversary proceedings that may be filed in these cases. But no
matter how this Court resolves the issue, it will not be the final
word. Any decision by this Court as to how it believes the
Supreme Court of Puerto Rico would resolve the question of
COFINA's constitutionality under the Puerto Rico Constitution will
be appealed by the disappointed parties. The First Circuit would
then likely be asked to certify the question to the Puerto Rico
Supreme Court. Direct certification, by contrast, allows for a
final and definitive decision in the near term, as the Supreme
Court of Puerto Rico is the final word on matters of Puerto Rico
law. Any approach besides direct certification to Puerto Rico's
high court will be inefficient and will unduly delay the
administration of these Title III cases," Says John K. Cunningham,
Esq., at White & Case, counsel to the Puerto Rico Funds.
Oversight Board Opposes Different Forum
The Oversight Board, in its objection to the Lift Stay Motion,
said that the likelihood of resolving the Commonwealth-COFINA
Dispute, especially by settlement, is materially greater if two
designated agents of the Debtors litigate and negotiate together
in the Puerto Rico District Court, which is overseeing the Title
III cases, rather than having a swarm of creditors on each side of
the dispute litigate the issue in a different forum. Such a
procedure for unitary resolution is what the FOMB has proposed to
join the issue properly and resolve it between the Debtors.
"The resolution of the Certification Question will not resolve the
Commonwealth-COFINA Dispute, which requires the interpretation and
application of federal law. Resolution of the Certification
Question is not dispositive of how PROMESA -- a federal statute --
should be interpreted and applied. Critically, the First Circuit
has ruled that a determination of what constitutes property for
purposes of federal bankruptcy law cannot be impeded by the
idiosyncrasies of local property laws," said Hermann D. Bauer,
Esq., at O'Neill & Borges LLC, counsel to the Oversight Board.
"In addition, Movants are creditors of the Debtors and, as such,
lack standing to raise the Certification Question because the
Debtors themselves own and control their respective claims to the
sales and use taxes. Movants' requested relief would usurp these
causes of action from the Commonwealth and COFINA and allow them
to be litigated improperly by the creditors in some other forum."
"Furthermore, in seeking to lift the automatic stay, Movants
overlook the Rules of the Puerto Rico Supreme Court and its
jurisprudence on certification. First, it is not up to a federal
court to determine whether a Commonwealth court will decide a
certified question; that decision is made by the Commonwealth
court itself. Second, the Puerto Rico Supreme Court does not
decide mixed questions of federal and Commonwealth law. Thus, it
is not clear whether or when the Puerto Rico Supreme Court would
decide the Certification Question."
Landscape Has Changed, Says Ambac
Ambac does not oppose certification generally, nor does it contest
that certification of the "available resources" question to the
Supreme Court of Puerto Rico may be warranted in the appropriate
context. Indeed, as Movants note, Ambac argued in favor of
certification of the "available resources" question in the context
of the Lex Claims Action. But the landscape has changed
dramatically, cautioning strongly against artificially reviving a
stayed GO bondholder suit.
Ambac's attorney, Dennis F. Dunne, Esq., at Milbank, Tweed, Hadley
& Mccloy LLP, explains, "First, any questions of Puerto Rico
constitutional law should be properly presented in a live dispute
for this Court to determine whether and what to certify to the
Supreme Court of Puerto Rico. In the Lex Claims Action, GO
bondholders aggressively moved to take COFINA's property and its
bondholders' collateral, seeking a court ruling that would declare
that money to be resources available to the Commonwealth as a
constitutional matter and requiring the Commonwealth to take it.
But following the Title III filings, GO bondholders, perhaps in
recognition of their lack of standing in light of the
Commonwealth's Title III filing, have not sought to advance that
litigation. And while the Commonwealth plainly has designs on the
money -- treating it as its own in the fiscal plan certified by
the Financial Oversight and Management Board for Puerto Rico (the
"Oversight Board") on March 13, 2017 (the "Fiscal Plan") -- the
Oversight Board has represented that the Commonwealth will give 30
days' notice before moving to divert those funds from COFINA. The
Dedicated Sales Taxes are the property of COFINA until a court of
competent jurisdiction declares otherwise. And no litigant,
whether the Commonwealth or the GO bondholders, is currently
seeking such a declaration. There is accordingly no basis to lift
the stay and press forward with certification at this time."
"Second, the GO plaintiffs in the Lex Claims Action no longer have
standing to assert a claim directed at increasing the assets of
the Commonwealth estate. As a result of the Commonwealth's Title
III filing, that claim is now property of the Debtor, which cannot
be asserted by individual GO bondholders. Yet Movants' proposal
would have those same GO bondholders litigate the "available
resources" question directly to the Supreme Court of Puerto Rico,
notwithstanding the fact that neither those plaintiffs nor the
Commonwealth itself has sought to pursue such litigation at this
time. To the extent the "available resources" question needs to
be litigated -- and it is not clear that it must be -- the GO
plaintiffs in Lex Claims would be improper litigants.
"Third, even if the GO plaintiffs had standing, Movants' proposal
would seek to revive the Lex Claims Action, skip over the
dispositive questions, many of which have already been presented
and briefed, and go straight to the constitutional question. Such
an approach violates principles of constitutional avoidance and
would prejudice COFINA and its creditors, including by denying
them the right to have their motions to dismiss or for judgment on
the pleadings heard. Indeed, Movants' proposal purports to
restrict the parties' ability to litigate the merits of the claims
advanced in the Lex Claims Action, essentially forcing the parties
to litigate the "available resources" question while preventing
them from seeking dismissal altogether. Movants' proposal would
unfairly restrict Ambac and others from pursuing the litigation
strategy of their choosing, in violation of their due process
rights under the U.S. Constitution."
Moot by End of July
The Ad Hoc Group of General Obligation Bondholders (the "GO
Group") says the question of whether the SUT are property of the
Commonwealth or COFINA will have to be resolved, either
conclusively in litigation or as part of a negotiated settlement.
But the GO Group claims that the procedure the Movants have
proposed for seeking resolution of a portion of this dispute
should be rejected, the Movants' proposal would utterly divorce
the legal questions on which they seek certification from the
concrete claims and requests for relief at issue in the Lex Claims
Action. According to the GO Group, the federal courts lack
jurisdiction to serve as forums for such abstract legal debates.
Moreover, the GO Group asserts that the relevant claim that was
the subject of the Certification Motions in the Lex Claims Action
will be mooted by the end of July, making resolution of any
certified questions by the Puerto Rico Supreme Court a practical
impossibility.
"Even if Article III did not foreclose Movants' proposal today,
the claim at issue in the Lex Claims Action would be moot well
before the Puerto Rico Supreme Court could rule on the
constitutional validity of the COFINA structure. Although the Lex
Claims Plaintiff's Second Cause of Action implicated the validity
of the COFINA structure, it was pled as a preemption challenge to
Executive Order 2016-30, pursuant to which the Commonwealth
defaulted on its Constitutional Debt. The Commonwealth's
statutory authority for implementing Executive Order 2016-30 rests
on the Puerto Rico Financial Emergency and Fiscal Responsibility
Act, Act. No. 5-2017. That Act purports to authorize the Governor
to promulgate executive orders providing priority rules for the
Commonwealth's spending during an "Emergency Period," id. Sec.
203(c), but provides that the Emergency Period shall expire, at
the latest, on August 1, 2017. At that point, the Lex Claims
Plaintiffs' PROMESA-based challenge to Executive Order 2016-30
will become moot, because Executive Order 2016-30 will no longer
have any basis in any Puerto Rico statute," says Andrew N.
Rosenberg, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
counsel of the GO Group.
Counsel to the Puerto Rico Funds:
Jose C. Sanchez-Castro
Alicia I. Lavergne-Ramirez
Maraliz Vazquez-Marrero
LOPEZ SANCHEZ & PIRILLO LLC
270 Munoz Rivera Avenue, Suite 1110
San Juan, PR 00918
Tel: (787) 522-6776
Fax: (787) 522-6777
E-mail: janchez@lsplawpr.com
alavergne@lsplawpr.com
mvazquez@lsplawpr.com
- and -
Glenn M. Kurtz, Esq.
John K. Cunningham, Esq.
WHITE & CASE LLP
1221 Avenue of the Americas
New York, NY 10036
Tel: (212) 819-8200
Fax: (212) 354-8113
E-mail: gkurtz@whitecase.com
jcunningham@whitecase.com
Jason N. Zakia
WHITE & CASE LLP
200 S. Biscayne Blvd., Suite 4900
Miami, FL 33131
Tel: (305) 371-2700
Fax: (305) 358-5744
E-mail: jzakia@whitecase.com
Counsel to the Mutual Fund Group:
TORO, COLON, MULLET, RIVERA & SIFRE, P.S.C.
Manuel Fernandez-Bared
Linette Figueroa-Torres
Jane Patricia Van Kirk
P.O. Box 195383
San Juan, PR 00919-5383
Tel: (787) 751-8999
Fax: (787) 763-7760
E-mail: mfb@tcmrslaw.com
lft@tcmrslaw.com
jvankirk@tcmrslaw.com
- and -
KRAMER LEVIN NAFTALIS & FRANKEL LLP
Thomas Moers Mayer
Amy Caton
Philip Bentley
David E. Blabey Jr.
Douglas Buckley
1177 Avenue of the Americas
New York, New York 10036
Tel: (212) 715-9100
Fax: (212) 715-8000
E-mail: tmayer@kramerlevin.com
acaton@kramerlevin.com
pbentley@kramerlevin.com
dblabey@kramerlevin.com
dbuckley@kramerlevin.com
Attorneys for Ambac Assurance Corporation:
FERRAIUOLI LLC
Roberto Camara-Fuertes
Sonia Colon
221 Ponce de Leon Avenue, 5th Floor
San Juan, PR 00917
Telephone: (787) 766-7000
Facsimile: (787) 766-7001
E-mail: rcamara@ferraiuoli.com
scolon@ferraiuoli.com
- and -
MILBANK, TWEED, HADLEY & MCCLOY LLP
Dennis F. Dunne
Andrew M. Leblanc
Atara Miller
Grant R. Mainland
28 Liberty Street
New York, NY 10005
Telephone: (212) 530-5000
Facsimile: (212) 530-5219
E-mail: ddunne@milbank.com
aleblanc@milbank.com
amiller@milbank.com
gmainland@milbank.com
Counsel to the Ad Hoc Group of General Obligation Bondholders:
J. Ramon Rivera Morales
JIMENEZ, GRAFFAM & LAUSELL
P.O. Box 366104
San Juan, PR 00936
Telephone: (787) 767-1030
Facsimile: (787) 751-4068
E-mail: rrivera@jgl.com
- and -
Lawrence S. Robbins
Mark T. Stancil
Gary A. Orseck
Kathy S. Zecca
Ariel N. Lavinbuk
Donald Burke
ROBBINS, RUSSELL, ENGLERT, ORSECK,
UNTEREINER & SAUBER LLP
1801 K Street, N.W., Suite 411-L
Washington, DC 20006
Telephone: (202) 775-4500
Facsimile: (202) 775-4510
E-mail: mstancil@robbinsrussell.com
- and -
Andrew N. Rosenberg
Richard A. Rosen
Walter Rieman
Kyle J. Kimpler
Karen R. Zeituni
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
1285 Avenue of the Americas
New York, NY 10019
Telephone: (212) 373-3000
Facsimile: (212) 757-3990
E-mail: arosenberg@paulweiss.com
About Puerto Rico
Puerto Rico is a self-governing commonwealth in association with
the United States that's facing a massive bond debt of $70
billion, a 68% debt-to-GDP ratio and negative economic growth in
nine of the last 10 years.
The Commonwealth of Puerto Rico has sought bankruptcy protection,
aiming to restructure its massive $74 billion debt-load and $49
billion in pension obligations.
The debt restructuring petition was filed by Puerto Rico's
financial oversight board in U.S. District Court in Puerto Rico
(Case No. 17-01578) on May 3, 2017, and was made under Title III
of 2016's U.S. Congressional rescue law known as the Puerto Rico
Oversight, Management, and Economic Stability Act ("PROMESA").
The Financial Oversight and Management Board later commenced Title
III cases for the Puerto Rico Sales Tax Financing Corporation
(COFINA) on May 5, 2017, and the Employees Retirement System (ERS)
and the Puerto Rico Highways and Transportation Authority (HTA) on
May 21.
U.S. Chief Justice John Roberts has appointed U.S. District Judge
Laura Taylor Swain to oversee the Title III cases. The Honorable
Judith Dein, a United States Magistrate Judge for the District of
Massachusetts, has been designated to preside over matters that
may be referred to her by Judge Swain, including discovery
disputes, management of other pretrial proceedings.
The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets as municipal investment
banker, and Ernst & Young, as financial advisor.
Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M.
Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq.,
at O'Neill & Borges are onboard as attorneys.
McKinsey & Co. is the Board's strategic consultant, Ernst & Young
is the Board's financial advisor, and Citigroup Global Markets
Inc. is the Board's municipal investment banker.
Prime Clerk LLC is the claims and noticing agent. Prime Clerk
maintains a case web site at:
https://cases.primeclerk.com/puertorico
O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico
Fiscal Agency and Financial Advisory Authority (AAFAF), the agency
responsible for negotiations with bondholders.
The Oversight Board named Professor Nancy B. Rapoport as fee
examiner and to chair a committee to review professionals' fees.
Bondholders' Attorneys
Toro, Colon, Mullet, Rivera & Sifre, P.S.C. and Kramer Levin
Naftalis & Frankel LLP serve as counsel to the Mutual Fund Group,
comprised of mutual funds managed by Oppenheimer Funds, Inc.,
Franklin Advisers, Inc., and the First Puerto Rico Family of
Funds, which collectively hold over $3.5 billion in COFINA Bonds
and over $2.9 billion in other bonds issued by Puerto Rico and
other instrumentalities, including over $1.8 billion of Puerto
Rico general obligation bonds ("GO Bonds").
White & Case LLP and Lopez Sanchez & Pirillo LLC represent the UBS
Family of Funds and the Puerto Rico Family of Funds, which hold
$613.3 million in COFINA bonds.
Paul, Weiss, Rifkind, Wharton & Garrison LLP, Robbins, Russell,
Englert, Orseck, Untereiner & Sauber LLP, and Jimenez, Graffam &
Lausell are co-counsel to the ad hoc group of General Obligation
Bondholders, comprised of Aurelius Capital Management, LP,
Autonomy Capital (Jersey) LP, FCO Advisors LP, Franklin Mutual
Advisers LLC, Monarch Alternative Capital LP, Senator Investment
Group LP, and Stone Lion Capital Partners L.P.
Quinn Emanuel Urquhart & Sullivan, LLP and Reichard & Escalera are
co-counsel to the ad hoc coalition of holders of senior bonds
issued by COFINA, comprised of at least 30 institutional holders,
including Canyon Capital Advisors LLC and Varde Investment
Partners, L.P.
Correa Acevedo & Abesada Law Offices, P.S.C., is counsel to Canyon
Capital Advisors, LLC, River Canyon Fund Management, LLC, Davidson
Kempner Capital Management LP, OZ Management, LP, and OZ
Management
II LP (the QTCB Noteholder Group).
Committees
The U.S. Trustee formed a nine-member Official Committee of
Retirees and a seven-member Official Committee of Unsecured
Creditors of the Commonwealth.
The Retiree Committee tapped Jenner & Block LLP and Bennazar,
Garcia & Milian, C.S.P., as its attorneys.
PUERTO RICO: Judge Dein May Handle Discovery, Pretrial Matters
--------------------------------------------------------------
The Honorable Judith Dein, a United States Magistrate Judge for
the District of Massachusetts, has been designated to the United
States District Court for the District of Puerto Rico to preside
over matters referred to her by Judge Laura Taylor Swain in the
Title III cases of the Commonwealth and its instrumentalities
pursuant to section 636 of Title 28 of the United States Code,
which defines the powers and duties of United States Magistrate
Judges. The matters that may be referred to Judge Dein include
discovery disputes, management of other pretrial proceedings, and
making proposed findings and recommendations concerning motions.
Judge Dein will have authority and responsibilities in these cases
only to the extent specified in written Orders of Reference
entered by Judge Swain. Judge Dein will issue orders regarding
hearings and procedures in the matters that are referred to her,
entering them on the relevant case or adversary proceeding
dockets.
Judith Gail Dein was appointed Magistrate Judge of the United
States District Court for the District of Massachusetts on July
31, 2000 and served as Chief Magistrate Judge from February 2009
until February 2012. She graduated from Union College, summa cum
laude in 1976, and Boston College Law School, cum laude, in 1979.
She joined the litigation department of Hale and Dorr, LLP, first
as an associate and then as a junior partner (1981-1989), and then
became a partner at Warner & Stackpole, LLP, which later merged
with Kirkpatrick & Lockhart, LLP. She remained at the firm until
her appointment to the bench. While in private practice, her work
focused on civil litigation with an emphasis on commercial
litigation and employment law.
About Puerto Rico
Puerto Rico is a self-governing commonwealth in association with
the United States that's facing a massive bond debt of $70
billion, a 68% debt-to-GDP ratio and negative economic growth in
nine of the last 10 years.
The Commonwealth of Puerto Rico has sought bankruptcy protection,
aiming to restructure its massive $74 billion debt-load and $49
billion in pension obligations.
The debt restructuring petition was filed by Puerto Rico's
financial oversight board in U.S. District Court in Puerto Rico
(Case No. 17-01578) on May 3, 2017, and was made under Title III
of 2016's U.S. Congressional rescue law known as the Puerto Rico
Oversight, Management, and Economic Stability Act ("PROMESA").
The Financial Oversight and Management Board later commenced Title
III cases for the Puerto Rico Sales Tax Financing Corporation
(COFINA) on May 5, 2017, and the Employees Retirement System (ERS)
and the Puerto Rico Highways and Transportation Authority (HTA) on
May 21.
U.S. Chief Justice John Roberts has appointed U.S. District Judge
Laura Taylor Swain to oversee the Title III cases. The Honorable
Judith Dein, a United States Magistrate Judge for the District of
Massachusetts, has been designated to preside over matters that
may be referred to her by Judge Swain, including discovery
disputes, management of other pretrial proceedings.
The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets as municipal investment
banker, and Ernst & Young, as financial advisor.
Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M.
Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq.,
at O'Neill & Borges are onboard as attorneys.
McKinsey & Co. is the Board's strategic consultant, Ernst & Young
is the Board's financial advisor, and Citigroup Global Markets
Inc. is the Board's municipal investment banker.
Prime Clerk LLC is the claims and noticing agent. Prime Clerk
maintains a case web site at:
https://cases.primeclerk.com/puertorico
O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico
Fiscal Agency and Financial Advisory Authority (AAFAF), the agency
responsible for negotiations with bondholders.
The Oversight Board named Professor Nancy B. Rapoport as fee
examiner and to chair a committee to review professionals' fees.
Bondholders' Attorneys
Toro, Colon, Mullet, Rivera & Sifre, P.S.C. and Kramer Levin
Naftalis & Frankel LLP serve as counsel to the Mutual Fund Group,
comprised of mutual funds managed by Oppenheimer Funds, Inc.,
Franklin Advisers, Inc., and the First Puerto Rico Family of
Funds, which collectively hold over $3.5 billion in COFINA Bonds
and over $2.9 billion in other bonds issued by Puerto Rico and
other instrumentalities, including over $1.8 billion of Puerto
Rico general obligation bonds ("GO Bonds").
White & Case LLP and Lopez Sanchez & Pirillo LLC represent the UBS
Family of Funds and the Puerto Rico Family of Funds, which hold
$613.3 million in COFINA bonds.
Paul, Weiss, Rifkind, Wharton & Garrison LLP, Robbins, Russell,
Englert, Orseck, Untereiner & Sauber LLP, and Jimenez, Graffam &
Lausell are co-counsel to the ad hoc group of General Obligation
Bondholders, comprised of Aurelius Capital Management, LP,
Autonomy Capital (Jersey) LP, FCO Advisors LP, Franklin Mutual
Advisers LLC, Monarch Alternative Capital LP, Senator Investment
Group LP, and Stone Lion Capital Partners L.P.
Quinn Emanuel Urquhart & Sullivan, LLP and Reichard & Escalera are
co-counsel to the ad hoc coalition of holders of senior bonds
issued by COFINA, comprised of at least 30 institutional holders,
including Canyon Capital Advisors LLC and Varde Investment
Partners, L.P.
Correa Acevedo & Abesada Law Offices, P.S.C., is counsel to Canyon
Capital Advisors, LLC, River Canyon Fund Management, LLC, Davidson
Kempner Capital Management LP, OZ Management, LP, and OZ
Management
II LP (the QTCB Noteholder Group).
Committees
The U.S. Trustee formed a nine-member Official Committee of
Retirees and a seven-member Official Committee of Unsecured
Creditors of the Commonwealth.
The Retiree Committee tapped Jenner & Block LLP and Bennazar,
Garcia & Milian, C.S.P., as its attorneys.
PUERTO RICO: Judge Houser, 4 Others Named to Mediation Team
-----------------------------------------------------------
U.S. District Judge Laura Taylor Swain has entered an order
appointing members of a mediation team for the Title III cases and
related proceedings of the Commonwealth of Puerto Rico and its
instrumentalities.
Each of the members of this team has been designated through the
intercircuit assignment procedures of the Judicial Conference of
the United States to serve as a judicial mediator as needed in the
Title III cases and proceedings through Dec. 22, 2017, with
potential for renewal as needed:
1. The Honorable Barbara Houser, Mediation Team Leader
Chief Bankruptcy Judge
U.S. Bankruptcy Court for the Northern District of Texas
2. The Honorable Thomas Ambro
United States Circuit Judge
U.S. Court of Appeals for the Third Circuit
3. The Honorable Nancy Atlas
Senior United States District Judge
U.S. District Court for the Southern District of Texas
4. The Honorable Victor Marrero
Senior United States District Judge
U.S. District Court for the Southern District of New York
5. The Honorable Christopher Klein
United States Bankruptcy Judge
U.S. Bankruptcy Court for the Eastern District of California
No objections have been received to the appointment of any of the
proposed members of the Mediation Team for these Title III cases
and related proceedings, as announced in the Court's June 14,
2017, order and notice of the preliminary designation of the
Mediation Team. A concern was raised concerning the availability
of appropriate substantive expertise to the Mediation Team through
the appointment of advisors or otherwise; necessary resources will
be made available to the Mediation Team.
The Mediation Team was appointed to further the goal of the
successful, consensual resolution of the issues raised in these
debt adjustment proceedings. The Team will facilitate
confidential settlement negotiations of any and all issues and
proceedings arising in the Title III cases and proceedings.
Judge Houser will explain the mediation process in further detail
at the Omnibus Hearing on June 28, 2017, in San Juan, Puerto Rico.
Thereafter, the Mediation Team will identify the issues to be
addressed and the sequence in which those issues will be addressed
after consulting with all interested parties and after considering
confidential mediation statements that will be requested from the
parties. Mediation sessions will be held as necessary, and both
the participants and the mediators will be bound by
confidentiality. Participation in mediation sessions will be
voluntary, although all interested parties will be required to
engage in good faith in preliminary discussions with members of
the Mediation Team and in the submission of confidential mediation
statements. This will allow the Mediation Team to develop a list
of issues to be addressed in mediation and the sequence in which
those issues will be addressed after assessing the relative
priority of the issues to a resolution of the cases. The members
of the Mediation Team may issue orders as necessary to facilitate
their work with parties in interest in accordance with these
principles.
To insure the integrity of both the adjudicative process and the
mediation process, the undersigned, as the judge presiding over
the Title III cases and proceedings, will not participate in the
mediation process and the mediators will not provide any
information about the positions taken by parties, or the substance
of the mediation process, to the undersigned. The mediation
process will remain confidential and separate from, and will
proceed concurrently with, the adjudication of issues and
proceedings in the Title III cases and proceedings.
About Puerto Rico
Puerto Rico is a self-governing commonwealth in association with
the United States that's facing a massive bond debt of $70
billion, a 68% debt-to-GDP ratio and negative economic growth in
nine of the last 10 years.
The Commonwealth of Puerto Rico has sought bankruptcy protection,
aiming to restructure its massive $74 billion debt-load and $49
billion in pension obligations.
The debt restructuring petition was filed by Puerto Rico's
financial oversight board in U.S. District Court in Puerto Rico
(Case No. 17-01578) on May 3, 2017, and was made under Title III
of 2016's U.S. Congressional rescue law known as the Puerto Rico
Oversight, Management, and Economic Stability Act ("PROMESA").
The Financial Oversight and Management Board later commenced Title
III cases for the Puerto Rico Sales Tax Financing Corporation
(COFINA) on May 5, 2017, and the Employees Retirement System (ERS)
and the Puerto Rico Highways and Transportation Authority (HTA) on
May 21.
U.S. Chief Justice John Roberts has appointed U.S. District Judge
Laura Taylor Swain to oversee the Title III cases. The Honorable
Judith Dein, a United States Magistrate Judge for the District of
Massachusetts, has been designated to preside over matters that
may be referred to her by Judge Swain, including discovery
disputes, management of other pretrial proceedings.
The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets as municipal investment
banker, and Ernst & Young, as financial advisor.
Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M.
Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq.,
at O'Neill & Borges are onboard as attorneys.
McKinsey & Co. is the Board's strategic consultant, Ernst & Young
is the Board's financial advisor, and Citigroup Global Markets
Inc. is the Board's municipal investment banker.
Prime Clerk LLC is the claims and noticing agent. Prime Clerk
maintains a case web site at:
https://cases.primeclerk.com/puertorico
O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico
Fiscal Agency and Financial Advisory Authority (AAFAF), the agency
responsible for negotiations with bondholders.
The Oversight Board named Professor Nancy B. Rapoport as fee
examiner and to chair a committee to review professionals' fees.
Bondholders' Attorneys
Toro, Colon, Mullet, Rivera & Sifre, P.S.C. and Kramer Levin
Naftalis & Frankel LLP serve as counsel to the Mutual Fund Group,
comprised of mutual funds managed by Oppenheimer Funds, Inc.,
Franklin Advisers, Inc., and the First Puerto Rico Family of
Funds, which collectively hold over $3.5 billion in COFINA Bonds
and over $2.9 billion in other bonds issued by Puerto Rico and
other instrumentalities, including over $1.8 billion of Puerto
Rico general obligation bonds ("GO Bonds").
White & Case LLP and Lopez Sanchez & Pirillo LLC represent the UBS
Family of Funds and the Puerto Rico Family of Funds, which hold
$613.3 million in COFINA bonds.
Paul, Weiss, Rifkind, Wharton & Garrison LLP, Robbins, Russell,
Englert, Orseck, Untereiner & Sauber LLP, and Jimenez, Graffam &
Lausell are co-counsel to the ad hoc group of General Obligation
Bondholders, comprised of Aurelius Capital Management, LP,
Autonomy Capital (Jersey) LP, FCO Advisors LP, Franklin Mutual
Advisers LLC, Monarch Alternative Capital LP, Senator Investment
Group LP, and Stone Lion Capital Partners L.P.
Quinn Emanuel Urquhart & Sullivan, LLP and Reichard & Escalera are
co-counsel to the ad hoc coalition of holders of senior bonds
issued by COFINA, comprised of at least 30 institutional holders,
including Canyon Capital Advisors LLC and Varde Investment
Partners, L.P.
Correa Acevedo & Abesada Law Offices, P.S.C., is counsel to Canyon
Capital Advisors, LLC, River Canyon Fund Management, LLC, Davidson
Kempner Capital Management LP, OZ Management, LP, and OZ
Management
II LP (the QTCB Noteholder Group).
Committees
The U.S. Trustee formed a nine-member Official Committee of
Retirees and a seven-member Official Committee of Unsecured
Creditors of the Commonwealth.
The Retiree Committee tapped Jenner & Block LLP and Bennazar,
Garcia & Milian, C.S.P., as its attorneys.
PUERTO RICO: June 28 Hearing on Procedures to Address SUT Dispute
-----------------------------------------------------------------
The Financial Oversight and Management Board for Puerto Rico, as
representatives of the Commonwealth of Puerto Rico and the Puerto
Rico Sales Tax Financing Corporation ("COFINA"), at a hearing June
28, 2017, will seek approval of its proposed procedures for
settling the issue of whether and how much sales and use taxes
used to secure bonds issued by COFINA are property of the
Commonwealth or COFINA.
In response to its fiscal crisis, the Commonwealth in 2007 created
COFINA as a financing vehicle to issue bonds secured by the
proceeds of a newly created Puerto Rico sales and use tax (the
"SUT"). The Commonwealth transferred legal ownership of a portion
of certain sales and use taxes to COFINA, protecting the SUT
revenues from "clawback" by the Commonwealth. As of July 31,
2016, there is approximately $17.3 billion of COFINA Bonds
outstanding ($7.6 billion of Senior Bonds and $9.7 billion of
Subordinate Bonds). Approximately $2.6 billion of COFINA bonds
are insured. COFINA's debt service requirement is approximately
$725 million for the fiscal year ending June 30, 2017 and is
projected to grow annually.
For purposes of the Title III Cases, the dominant issue is
whether, after considering all procedural and substantive
defenses, the Pledged Sales Taxes are either (a) property of the
Commonwealth within the meaning of PROMESA section 301(c)(5), or
(b) subject to an allowable claim of the Commonwealth having
priority over all claims of COFINA (the "Commonwealth-COFINA
Dispute"). If they are, then there may be no funds available to
pay COFINA debt. If they are not, then there will be $725 million
less available per year to pay Commonwealth liabilities and
expenses, which annual amount increases over time.
The Commonwealth has issued approximately $17.8 billion in general
obligation bond debt (the "GO Debt"). The GO Debt falls into two
categories: (i) the Commonwealth's general obligation bonds ("GO
Bonds"), which were issued by the Commonwealth, and are backed by
a pledge of the Commonwealth's good faith, credit, and taxing
power; and (ii) bonds issued by certain of the Commonwealth's
public corporations, which are guaranteed by the same pledge of
the Commonwealth's good faith, credit, and taxing power ("GO-
Guaranteed Bonds"). Holders of the GO Debt argue, among other
things, that the Puerto Rico Constitution requires the
Commonwealth to pay the GO Debt ahead of any other expenditure.
They point to Article VI, Section 8 of the Puerto Rico
Constitution which provides that, if Puerto Rico's "available
resources" are insufficient to meet all its appropriations,
"interest on the public debt and amortization thereof shall first
be paid, and other disbursements shall thereafter be made in
accordance with the order of priorities established by law."
Holders and insurers of COFINA Bonds argue that the sales and use
taxes were legislatively rendered property of COFINA from their
inception, thereby eliminating any possibility the taxes may be
property or available resources of the Commonwealth.
Time Is of Essence
"Of the approximately $74 billion in aggregate debt owed by the
Commonwealth, the GO Debt and COFINA Bonds together account for
approximately 55% of the total bond debt to be restructured. The
outcome of the Commonwealth-COFINA Dispute will likely be
dispositive as to the relative recoveries of the debt holders of
COFINA and the Commonwealth. The debt service on the COFINA Bonds
alone is estimated to be $725 million in fiscal year 2017, and is
projected to grow each fiscal year. On the other hand, the Fiscal
Plan contemplates an average of $787 million in available funds
for debt service. Should the COFINA structure be determined to be
valid, almost the entirety of the funds available for debt service
may need to continue to flow to those creditors, leaving very
little recovery to creditors of the Commonwealth," says Martin J.
Bienenstock, Esq., at Proskauer Rose LLP, counsel to the Oversight
Board.
"Time is of the essence to resolve the Commonwealth-COFINA Dispute
because, if the Commonwealth is not entitled to any of the Pledged
Sales Taxes,6 it will, absent borrowing or further slashing
expenses to a counterproductive extent, face acute cash management
issues shortly after November 1, 2017. If there is no settlement
or final adjudication as to the Commonwealth-COFINA Dispute by
November 1, 2017, the Commonwealth will likely need to borrow
funds from COFINA to fund the Commonwealth's operating budget."
"Further, until a resolution is reached on this gating issue, it
is far less feasible for the Oversight Board to negotiate a
consensual title III plan of adjustment for the Commonwealth and
COFINA or any of their other Debtor-affiliates."
Proposed Procedures
As representative of each Debtor, the Oversight Board proposes
these procedures to resolve the Commonwealth-COFINA Dispute:
a. The Oversight Board, as representative of title III debtor
Commonwealth of Puerto Rico pursuant to PROMESA section 315(b),
shall appoint an independent agent to serve as the Commonwealth
representative to litigate and/or settle the Commonwealth-COFINA
Dispute on behalf of the Commonwealth (the "Commonwealth Agent").
b. The Oversight Board will select the Commonwealth Agent from
among the general statutory creditors' committee appointed in the
Commonwealth's title III case and at least two nominations made by
the creditors of the Commonwealth listed as follows:
1. Ad Hoc Group of GO Bondholders
2. Assured Guaranty
3. Financial Guaranty Insurance Co.
4. Syncora
5. UCC
c. The Oversight Board, as representative of title III debtor
COFINA pursuant to PROMESA section 315(b), shall appoint an
independent agent to serve as the COFINA representative to
litigate
and/or settle the Commonwealth-COFINA Dispute on behalf of COFINA
(the "COFINA Agent").
d. The Oversight Board shall select the COFINA Agent from among
the statutory creditors' committee that may be appointed in
COFINA's title III case and at least two nominations made by the
creditors and other interested stakeholders of COFINA listed as
follows:
1. UBS Family of Funds/Puerto Rico Family of Funds
2. Mutual Fund Group
3. COFINA Senior Bondholders
4. Ambac Assurance Corp.
5. National Public Finance Guarantee Corp
e. If the creditors fail to agree on two nominations,
Oversight Board members Arthur J. Gonzalez and David A. Skeel
shall select the Agent(s) after consulting with creditors and
considering potential persons that had and had not been nominated.
f. Each Agent shall be entitled to retain legal and other
professionals it reasonably deems appropriate. Each Agent and
each of its retained advisors shall be compensated by the Debtor
on whose behalf they are acting, in conformity with PROMESA
Section 316 and any interim compensation procedures ordered by the
Court.
g. The Agents shall cooperate to commence the litigation to
resolve the Commonwealth-COFINA Dispute by no later than 10 days
after the Agents are appointed. In advance of the commencement of
such litigation, the Agents, the Oversight Board, and AAFAF shall
agree to a schedule constructed to enable the Court to rule, on a
final basis, on the Commonwealth-COFINA Dispute, on or before Nov.
1, 2017, in the absence of a prior settlement. The order will not
impair or release any rights of the government or the Oversight
Board under PROMESA or otherwise, including PROMESA section 305.
h. Each Agent will endeavor to the best of the Agent's ability
under the circumstances to litigate and negotiate from the
perspective of what result is best for the Debtor the Agent
represents based on the Agent's estimation of the probabilities of
the potential outcomes, as opposed to what result is best for any
particular type of creditor of the Debtor the Agent represents,
consistent with the approach explained by Chancellor Allen of the
Delaware Chancery Court in Credit Lyonnais Bank Nederland, N.V. v.
Pathe Communications Corp., 1991 Del. Ch. LEXIS 215*108 n. 55
(Del. Ch. 1991), and espoused in Protective Committee for
Independent Shareholders of TMT Trailer Ferry, Inc. v. Anderson,
390 U.S. 414, 424-425 (1968).
i. To the extent it is necessary or desirable to link a
settlement to the treatment of creditors' claims in a title III
plan of adjustment, the Oversight Board may participate in the
negotiations in an effort to reach such a settlement.
j. Any settlement negotiated by the Agents shall only be
effective upon (i) consent of the Oversight Board, (ii) an order
of the Court granting an Oversight Board motion requesting
approval of such settlement, or (iii) confirmation of a title III
plan of adjustment incorporating such settlement.
k. Notwithstanding the appointment of Agents, the Oversight
Board shall remain the only party authorized by PROMESA to propose
a title III plan of adjustment, and to carry out that power and
duty, the Oversight Board may, at any time, propose a title III
plan of adjustment for the Commonwealth and/or COFINA that
incorporates a settlement of the Commonwealth-COFINA Dispute
developed by the Agents, or developed by the Oversight Board, and
the Oversight Board may negotiate with creditors to achieve such
settlement of the Commonwealth-COFINA Dispute.
Objections Filed
Goldman Sachs Asset Management, L.P, a registered investment
advisor that manages funds and accounts owning relevant financial
instruments issued by the Commonwealth itself or its
instrumentalities, submits that the Debtors' motion should be
rejected.
"The Oversight Board has proposed a very novel approach to resolve
that dispute. GSAM believes that resolution of this dispute
should proceed via a more traditional route: a parallel path of
negotiations open to interested parties and, to the extent
necessary, narrowly focused litigation on specific issues,
similarly open to interested parties. GSAM believes such a
procedure is most likely to result in a resolution that is fair to
all interested parties," William P. Smith, Esq., at McDermott Will
& Emery LLP, counsel to GSAM says.
The Mutual Fund Group also objects, saying that the proposed
procedures violate the U.S. Constitution.
"The Court should deny the Protocol Motion. The Oversight Board
seeks -- without any legal authority -- to wrest control over the
Commonwealth-COFINA Dispute through entry of an order (the
"Proposed Order") that would exceed the bounds of PROMESA and
violate the United States Constitution. The Proposed Order would
appoint an agent to enforce COFINA's right to pledged revenues in
which COFINA itself has only minimal equity -- the agent would act
as a receiver. There is no authority for such appointment. The
Proposed Order provides for a collusive litigation between the
Oversight Board's own agents, on the Oversight Board's own
schedule, with the Oversight Board retaining the power to settle,
in violation of Article III of the United States Constitution,"
says Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel
LLP, counsel to the Mutual Fund Group.
Independent COFINA Agent
National Public Finance Guarantee Corporation, which insures more
than $690 million of general obligation bonds issued by the
Commonwealth and more than $1.1 billion in senior sales tax
revenue bonds issued by COFINA, says the Motion should be denied
and said that an independent COFINA agent should be selected by
COFINA creditors, not by the Oversight Board.
"By filing the Motion, the Oversight Board has finally conceded
the point that National and other creditors have been making for
months: the Oversight Board and its counsel have an irreconcilable
conflict and cannot fairly represent the interests of the Puerto
Rico Sales Tax Financing Corporation ("COFINA"). But after
acknowledging the conflict, the Oversight Board's proposal fails
to
cure it. It asks the Court to vest the Oversight Board - the
conflicted party -- with both the ability to appoint an
"independent Oversight Board agent" to serve as COFINA's
representative and veto power over any settlement negotiated by
that agent. Accepting this proposal would bless the conflict
instead of resolving it. Simply put, given its now admitted
conflict, the Oversight Board cannot continue to pull COFINA's
strings," National said.
The COFINA Senior Bondholders' Coalition says that while the GO
Bondholders' claims lack merit for a variety of reasons, it does
not dispute that the Commonwealth-COFINA Dispute is a gating issue
in the Title III Cases. Moreover, in recognition of the key role
that the Oversight Board plays in the Title III Cases, the COFINA
Senior Bondholders' Coalition is prepared to participate in the
process that the Oversight Board has proposed, subject to
modification of certain key aspects of the Proposed Procedures
that it believes raise significant concerns.
The COFINA Senior Bondholders' Coalition includes Jose F.
Rodriguez Perello and the following institutional holders of the
COFINA senior bonds: Aristeia Horizons, L.P.; Camino Cipres LLC;
Camino Roble LLC; Canary SC Master Fund, L.P.; Canyon Capital
Advisors LLC (on behalf of its participating clients); River
Canyon Fund Management LLC (on behalf of its participating
clients); Crescent 1, L.P.; CRS Master Fund, L.P.; Cyrus
Opportunities Master Fund II, Ltd.; Cyrus Select Opportunities
Master Fund, Ltd.; Cyrus Special Strategies Master Fund, L.P.;
Decagon Holdings 1, L.L.C.; Decagon Holdings 2, L.L.C.; Decagon
Holdings 3, L.L.C.; Decagon Holdings 4, L.L.C.; Decagon
Holdings 5, L.L.C.; Decagon Holdings 6, L.L.C.; Decagon Holdings
7, L.L.C.; Decagon Holdings 8, L.L.C.; Decagon Holdings 9, L.L.C.;
Decagon Holdings 10, L.L.C.; Merced Partners Limited Partnership;
Merced Partners IV, L.P.; Merced Partners V, L.P.; Pandora Select
Partners, L.P.; SB Special Situation Master Fund SPC, Segregated
Portfolio D; Scoggin International Fund Ltd.; Scoggin Worldwide
Fund Ltd.; Taconic Master Fund 1.5 L.P.; Taconic Opportunity
Master Fund L.P.; Tilden Park Investment Master Fund LP; Varde
Credit Partners Master, L.P.; VÑrde Investment Partners, L.P.;
VÑrde Investment Partners (Offshore) Master, L.P.; The VÑrde
Skyway Master Fund, L.P; Whitebox Asymmetric Partners, L.P.;
Whitebox Institutional Partners, L.P.; Whitebox Multi-Strategy
Partners, L.P.; and Whitebox Term Credit Fund I L.P.
Ambac Assurance Corporation ("Ambac"), a holder and/or insurer of
approximately $2.7 billion of bonds issued by the Commonwealth,
COFINA, and other Commonwealth instrumentalities, says it supports
an expeditious resolution of the GO-COFINA Dispute, but not on the
unnecessarily rushed time frame proposed by the Oversight Board.
"The Commonwealth's articulated need for cash come November does
not, as the Oversight Board suggests, require immediate invasion
of COFINA's property. Other financing alternatives, which the
Oversight Board has not pursued, may obviate the need to quickly
resolve a weighty legal issue. The Oversight Board is plainly not
representing COFINA's interests, Ambac's counsel, Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, counsel to AMBAC
explains.
Revisions to Procedures
The COFINA Senior Bondholders' Coalition, Ambac Assurance Corp.,
and National (collectively, the "COFINA Senior Representatives")
say they have been working diligently to coordinate a joint
response to the Motion and, while unable to reach complete
agreement on every issue, particularly given the short time frame
in which to object, the COFINA Senior Representatives have
identified several areas upon which they unanimously agree.
The COFINA Senior Representatives submit that any order approving
the Motion (the "Procedures Order") should include the following:
* The COFINA Senior Representatives Must Unanimously Agree on
the Selection of A COFINA Agent. The COFINA Agent must be an
individual upon whom the COFINA Senior Representatives unanimously
agree. The COFINA Senior Representatives will submit the nominee
to serve as the COFINA Agent within 10 days of entry of the
Procedures Order, who shall be appointed as the COFINA Agent.
* Court Approval of Any Settlement of the Commonwealth-COFINA
Dispute Shall Be Required. Any settlement reached pursuant to the
Procedures Order shall not be effective unless and until the Court
has entered an order approving such settlement.
* COFINA Senior Representatives Shall Be Granted Intervention
in
Any Litigation Commenced Pursuant to the Procedures Order. The
COFINA Senior Bondholders' Coalition, Ambac, and National shall be
authorized to intervene in any litigation commenced pursuant to
the
Procedures Order without any further order of the Court.
* The COFINA Agent Shall Owe Fiduciary Duties to COFINA. The
COFINA Agent shall owe fiduciary duties to COFINA, and not to any
individual creditor or creditor group. For the avoidance of
doubt, no Agent shall have the authority to litigate or settle any
matter other than the Commonwealth-COFINA Dispute.
* Pre-Petition Mediation Shall Resume. The mediation that began
prior to the commencement of the Title III Cases among the COFINA
senior bondholders, COFINA subordinate bondholders, monolines, GO
Bondholders, and the Oversight Board, among others, shall resume
promptly. The mediator shall be selected from among the members
of the Court-appointed mediation team.
Counsel for the COFINA Senior Bondholders' Coalition:
QUINN EMANUEL URQUHART & SULLIVAN, LLP
51 Madison Avenue, 22nd Floor
New York, New York 10010-1603
Susheel Kirpalani
Eric Winston
Daniel Salinas
Eric Kay
Kate Scherling
Brant Duncan Kuehn
E-mail: susheelkirpalani@quinnemanuel.com
ericwinston@quinnemanuel.com
danielsalinas@quinnemanuel.com
erickay@quinnemanuel.com
katescherling@quinnemanuel.com
brantkuehn@quinnemanuel.com
Attorneys for National Public Finance Guarantee Corporation:
Eric Perez-Ochoa
Alexandra Casellas-Cabrera
Lourdes Arroyo Portela
Adsuar Muniz Goyco Seda & Perez-Ochoa, P.S.C.
208 Ponce de Le¢n Avenue, Suite 1600
San Juan, Puerto Rico 00936
Telephone: 787. 756.9000
Facsimile: 787. 756.9010
E-mail: epo@amgprlaw.com
acasellas@amgprlaw.com
larroyo@amgprlaw.com
- and -
Marcia Goldstein
Jonathan Polkes
Salvatore A. Romanello
Gregory Silbert
Kelly DiBlasi
Gabriel A. Morgan
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
Telephone: (212) 310-8000
Facsimile: (212) 310-8007
E-mail: marcia.goldstein@weil.com
jonathan.polkes@weil.com
salvatore.romanello@weil.com
gregory.silbert@weil.com
kelly.diblasi@weil.com
gabriel.morgan@weil.com
Counsel to GSAM:
William P. Smith, Esq.
James W. Kapp, III, Esq.
Megan Thibert-Ind, Esq.
Kaitlin P. Sheehan, Esq.
McDERMOTT WILL & EMERY LLP
444 West Lake Street, Suite 4000
Chicago, Illinois 60606
Tel: (312) 372-2000
Fax: (312) 984-7700
E-mail: wsmith@mwe.com
jkapp@mwe.com
mthibert-ind@mwe.com
ksheehan@mwe.com
- and -
Ramon Dapena, Esq.,
Victor Quinones
Ivan Llado, Esq.,
MORELL BAUZA CARTAGENA & DAPENA, LLC
Plaza 273, Suite 700
273 Ponce de Leon Ave.
Hato Rey, Puerto Rico 00917-1934
Tel: (787) 723-1233
Fax: (787) 723-8763
E-mail: ramon.dapena@mbcdlaw.com
victor.quinones@mbcdlaw.com
ivan.llado@mbcdlaw.com
About Puerto Rico
Puerto Rico is a self-governing commonwealth in association with
the United States that's facing a massive bond debt of $70
billion, a 68% debt-to-GDP ratio and negative economic growth in
nine of the last 10 years.
The Commonwealth of Puerto Rico has sought bankruptcy protection,
aiming to restructure its massive $74 billion debt-load and $49
billion in pension obligations.
The debt restructuring petition was filed by Puerto Rico's
financial oversight board in U.S. District Court in Puerto Rico
(Case No. 17-01578) on May 3, 2017, and was made under Title III
of 2016's U.S. Congressional rescue law known as the Puerto Rico
Oversight, Management, and Economic Stability Act ("PROMESA").
The Financial Oversight and Management Board later commenced Title
III cases for the Puerto Rico Sales Tax Financing Corporation
(COFINA) on May 5, 2017, and the Employees Retirement System (ERS)
and the Puerto Rico Highways and Transportation Authority (HTA) on
May 21.
U.S. Chief Justice John Roberts has appointed U.S. District Judge
Laura Taylor Swain to oversee the Title III cases. The Honorable
Judith Dein, a United States Magistrate Judge for the District of
Massachusetts, has been designated to preside over matters that
may be referred to her by Judge Swain, including discovery
disputes, management of other pretrial proceedings.
The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets as municipal investment
banker, and Ernst & Young, as financial advisor.
Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M.
Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq.,
at O'Neill & Borges are onboard as attorneys.
McKinsey & Co. is the Board's strategic consultant, Ernst & Young
is the Board's financial advisor, and Citigroup Global Markets
Inc. is the Board's municipal investment banker.
Prime Clerk LLC is the claims and noticing agent. Prime Clerk
maintains a case web site at:
https://cases.primeclerk.com/puertorico
O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico
Fiscal Agency and Financial Advisory Authority (AAFAF), the agency
responsible for negotiations with bondholders.
The Oversight Board named Professor Nancy B. Rapoport as fee
examiner and to chair a committee to review professionals' fees.
Bondholders' Attorneys
Toro, Colon, Mullet, Rivera & Sifre, P.S.C. and Kramer Levin
Naftalis & Frankel LLP serve as counsel to the Mutual Fund Group,
comprised of mutual funds managed by Oppenheimer Funds, Inc.,
Franklin Advisers, Inc., and the First Puerto Rico Family of
Funds, which collectively hold over $3.5 billion in COFINA Bonds
and over $2.9 billion in other bonds issued by Puerto Rico and
other instrumentalities, including over $1.8 billion of Puerto
Rico general obligation bonds ("GO Bonds").
White & Case LLP and Lopez Sanchez & Pirillo LLC represent the UBS
Family of Funds and the Puerto Rico Family of Funds, which hold
$613.3 million in COFINA bonds.
Paul, Weiss, Rifkind, Wharton & Garrison LLP, Robbins, Russell,
Englert, Orseck, Untereiner & Sauber LLP, and Jimenez, Graffam &
Lausell are co-counsel to the ad hoc group of General Obligation
Bondholders, comprised of Aurelius Capital Management, LP,
Autonomy Capital (Jersey) LP, FCO Advisors LP, Franklin Mutual
Advisers LLC, Monarch Alternative Capital LP, Senator Investment
Group LP, and Stone Lion Capital Partners L.P.
Quinn Emanuel Urquhart & Sullivan, LLP and Reichard & Escalera are
co-counsel to the ad hoc coalition of holders of senior bonds
issued by COFINA, comprised of at least 30 institutional holders,
including Canyon Capital Advisors LLC and Varde Investment
Partners, L.P.
Correa Acevedo & Abesada Law Offices, P.S.C., is counsel to Canyon
Capital Advisors, LLC, River Canyon Fund Management, LLC, Davidson
Kempner Capital Management LP, OZ Management, LP, and OZ
Management
II LP (the QTCB Noteholder Group).
Committees
The U.S. Trustee formed a nine-member Official Committee of
Retirees and a seven-member Official Committee of Unsecured
Creditors of the Commonwealth.
The Retiree Committee tapped Jenner & Block LLP and Bennazar,
Garcia & Milian, C.S.P., as its attorneys.
PUERTO RICO: Retirees Tap Jenner & Block, Bennazar as Attorneys
---------------------------------------------------------------
The Official Committee of Retired Employees of the Commonwealth of
Puerto Rico formed in the PROMESA Title III cases has tapped
Jenner & Block LLP and Bennazar, Garcia & Milian, C.S.P., as its
attorneys.
The Official Retiree Committee was appointed by the United States
Trustee on June 15, 2017. The Retiree Committee represents the
160,000 retirees of Puerto Rico that would be affected by the cuts
proposed in Puerto Rico's fiscal plan. Puerto Rico owes $49
billion in pension liabilities to its retirees and all three
principal retirement systems for public employees in Puerto Rico
are severely underfunded.
Bennazar previously filed a notice of appearance in the Title III
cases on behalf of an organization called Movimiento Pro
Pensionados de Puerto Rico, which had constituted itself as an "Ad
Hoc Retiree Committee" of retired employees of different agencies
of the Commonwealth. Bennazar has filed a notice of withdrawal of
appearance in light of the appointment of the Official Retiree
Committee.
Robert D. Gordon, then with the firm of Clark Hill, also
represented the former Ad Hoc Committee. Mr. Gordon ceased his
legal representation of the former Ad Hoc Committee and now, as a
member of the firm of Jenner & Block, together with other members
of that firm, has been retained by the Official Committee of
Retirees as its proposed counsel.
The Retiree Committee's attorneys can be reached at:
JENNER & BLOCK LLP
Robert Gordon, Esq.
Richard Levin, Esq.
919 Third Ave
New York, NY 10022-3908
Tel: 212-891-1600
Fax: 212-891-1699
E-mail: rgordon@jenner.com
rlevin@jenner.com
JENNER & BLOCK LLP
Catherine Steege, Esq.
Melissa Root, Esq.
353 N. Clark Street
Chicago, IL 60654
E-mail: csteege@jenner.com
mroot@jenner.com
Tel: 312-222-9350
Fax: 312-239-5199
- and -
BENNAZAR, GARCIA & MILIAN, C.S.P.
A.J. Bennazar-Zequeira, Esq.
Edificio Union Plaza
PH-A piso 18
Avenida Ponce de Le¢n #416
Hato Rey, San Juan
Puerto Rico 00918
E-mail: ajb@bennazar.org
Tel: 787-754-9191
Fax: 787-764-3101
Unlike in cases commenced under the Bankruptcy Code, professionals
retained by the Debtors and the Oversight Board do not require
court authorization for retention. However, by virtue of
PROMESA's incorporation of Section 1103 of the Bankruptcy Code,
the retention of any professionals for any official committees
will require court approval. As of June 23, 2017, the Retiree
Committee has not submitted applications to retain Jenner & Block
LLP and Bennazar as its attorneys.
About Puerto Rico
Puerto Rico is a self-governing commonwealth in association with
the United States that's facing a massive bond debt of $70
billion, a 68% debt-to-GDP ratio and negative economic growth in
nine of the last 10 years.
The Commonwealth of Puerto Rico has sought bankruptcy protection,
aiming to restructure its massive $74 billion debt-load and $49
billion in pension obligations.
The debt restructuring petition was filed by Puerto Rico's
financial oversight board in U.S. District Court in Puerto Rico
(Case No. 17-01578) on May 3, 2017, and was made under Title III
of 2016's U.S. Congressional rescue law known as the Puerto Rico
Oversight, Management, and Economic Stability Act ("PROMESA").
The Financial Oversight and Management Board later commenced Title
III cases for the Puerto Rico Sales Tax Financing Corporation
(COFINA) on May 5, 2017, and the Employees Retirement System (ERS)
and the Puerto Rico Highways and Transportation Authority (HTA) on
May 21.
U.S. Chief Justice John Roberts has appointed U.S. District Judge
Laura Taylor Swain to oversee the Title III cases. The Honorable
Judith Dein, a United States Magistrate Judge for the District of
Massachusetts, has been designated to preside over matters that
may be referred to her by Judge Swain, including discovery
disputes, management of other pretrial proceedings.
The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets as municipal investment
banker, and Ernst & Young, as financial advisor.
Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M.
Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq.,
at O'Neill & Borges are onboard as attorneys.
McKinsey & Co. is the Board's strategic consultant, Ernst & Young
is the Board's financial advisor, and Citigroup Global Markets
Inc. is the Board's municipal investment banker.
Prime Clerk LLC is the claims and noticing agent. Prime Clerk
maintains a case web site at:
https://cases.primeclerk.com/puertorico
O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico
Fiscal Agency and Financial Advisory Authority (AAFAF), the agency
responsible for negotiations with bondholders.
The Oversight Board named Professor Nancy B. Rapoport as fee
examiner and to chair a committee to review professionals' fees.
Bondholders' Attorneys
Toro, Colon, Mullet, Rivera & Sifre, P.S.C. and Kramer Levin
Naftalis & Frankel LLP serve as counsel to the Mutual Fund Group,
comprised of mutual funds managed by Oppenheimer Funds, Inc.,
Franklin Advisers, Inc., and the First Puerto Rico Family of
Funds, which collectively hold over $3.5 billion in COFINA Bonds
and over $2.9 billion in other bonds issued by Puerto Rico and
other instrumentalities, including over $1.8 billion of Puerto
Rico general obligation bonds ("GO Bonds").
White & Case LLP and Lopez Sanchez & Pirillo LLC represent the UBS
Family of Funds and the Puerto Rico Family of Funds, which hold
$613.3 million in COFINA bonds.
Paul, Weiss, Rifkind, Wharton & Garrison LLP, Robbins, Russell,
Englert, Orseck, Untereiner & Sauber LLP, and Jimenez, Graffam &
Lausell are co-counsel to the ad hoc group of General Obligation
Bondholders, comprised of Aurelius Capital Management, LP,
Autonomy Capital (Jersey) LP, FCO Advisors LP, Franklin Mutual
Advisers LLC, Monarch Alternative Capital LP, Senator Investment
Group LP, and Stone Lion Capital Partners L.P.
Quinn Emanuel Urquhart & Sullivan, LLP and Reichard & Escalera are
co-counsel to the ad hoc coalition of holders of senior bonds
issued by COFINA, comprised of at least 30 institutional holders,
including Canyon Capital Advisors LLC and Varde Investment
Partners, L.P.
Correa Acevedo & Abesada Law Offices, P.S.C., is counsel to Canyon
Capital Advisors, LLC, River Canyon Fund Management, LLC, Davidson
Kempner Capital Management LP, OZ Management, LP, and OZ
Management
II LP (the QTCB Noteholder Group).
Committees
The U.S. Trustee formed a nine-member Official Committee of
Retirees and a seven-member Official Committee of Unsecured
Creditors of the Commonwealth.
The Retiree Committee tapped Jenner & Block LLP and Bennazar,
Garcia & Milian, C.S.P., as its attorneys.
===============
S U R I N A M E
===============
SURINAME: To Up Agriculture Sector's Competitiveness w/ IDB Loan
----------------------------------------------------------------
Suriname will improve its agricultural sector's competitiveness
and raise rural incomes and exports with a US$17.5 million loan
approved by the Inter-American Development Bank.
The farming industry is Suriname's second largest export sector
after mining, accounting for 7% of total export revenues. It
employs 16% of the labor force and contributes 9% of the country's
Gross Domestic Product.
The IDB-funded project will help Suriname's farmers improve phyto-
zoosanitary conditions, food safety, and agricultural research and
technology transfer services.
It will also boost up the scientific expertise of the Agriculture,
Mining and Fishing Ministry's personnel and provide training to
producers on best agricultural practices to help them raise food
safety standards. Additionally, the project will strengthen the
country's network of laboratories with new protocols and diagnosis
techniques.
The loan is for a 25-year term, with a 5.5-year grace period and a
LIBOR-based interest rate.
As reported in the Troubled Company Reporter-Latin America on
June 1, 2017, S&P Global Ratings lowered its long-term sovereign
credit rating on the Republic of Suriname to 'B' from 'B+. The
outlook is negative. At the same time, S&P Global Ratings revised
its transfer and convertibility assessment on Suriname to 'B+'
from 'BB-'. S&P Global Ratings also assigned its 'B' senior
unsecured debt rating to Suriname's 10-year US$550 million bond
and affirmed its 'B' short-term issuer credit rating on the
country.
================================
T R I N I D A D & T O B A G O
================================
CARIBBEAN AIRLINES: Big Drop in Airlines Subsidy
------------------------------------------------
Trinidad Express reports that the government has drastically
reduced its subsidy to Caribbean Airlines (CAL) by hundreds of
millions of dollars.
In response to a question in the House of Representatives, Finance
Minister Colm Imbert disclosed that while the Government subsidy
to CAL in 2016 was $28.9 million, the former People's Partnership
government provided over $3 billion in subsidies to CAL during its
five years in office, according to Trinidad Express.
Minister Imbert said the Government currently provides a subsidy
for the Tobago airbridge of $50 for every passenger over the age
of 12, the report notes.
Minister Imbert said the amount budgeted for this expenditure in
2017 was $41.6 million, the report adds.
About Caribbean Airlines
Caribbean Airlines Limited -- http://www.caribbean-airlines.com/
-- provides passenger airline services in the Caribbean, South
America, and North America. The company also offers freighter
services for perishables, fish and seafood, live animals, human
remains, and dangerous goods. In addition, it operates a duty
free store in Trinidad. Caribbean Airlines Limited was founded in
2006 and is based in Piarco, Trinidad and Tobago.
As reported in the Troubled Company Reporter-Latin America on
November 2, 2015, RJR News said that Michael DiLollo, Chief
Executive Officer of Caribbean Airlines Limited has quit after
just 17 months on the job. The 48-year-old Canadian national,
citing personal reasons, resigned with immediate effect. His
resignation was accepted by the airline's board of directors. Mr.
DiLollo was appointed Caribbean Airlines CEO in May 2014,
following the sudden resignation of Robert Corbie in September
2013.
In early February 2015, Larry Howai, then Finance Minister, told
Parliament that unaudited accounts for 2014 showed the airline
made a loss of US$60 million, inclusive of its Air Jamaica
operations, and the airline planned to break even by 2017.
Mr. Howai told the Parliament that a five-year strategic plan had
been completed and was in the process of being approved for
implementation.
In an interview with the Trinidad & Tobago Guardian in early
November 2015, Mr. DiLollo said CAL did not need a bailout just
yet. Mr. DiLollo said the airline had benefited from extremely
patient shareholders for years and he believed the airline was
strategically positioned to break even in three years.
***********
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, Ivy B.
Magdadaro, and Peter A. Chapman, Editors.
Copyright 2017. All rights reserved. ISSN 1529-2746.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.
Information contained herein is obtained from sources believed to
be reliable, but is not guaranteed.
The TCR Latin America subscription rate is US$775 per half-year,
delivered via e-mail. Additional e-mail subscriptions for members
of the same firm for the term of the initial subscription or
balance thereof are US$25 each. For subscription information,
contact Peter A. Chapman at 215-945-7000 or Joseph Cardillo at
856-381-8268.
* * * End of Transmission * * *