/raid1/www/Hosts/bankrupt/TCRLA_Public/170731.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
Monday, July 31, 2017, Vol. 18, No. 150
Headlines
A R G E N T I N A
BANCO DE LA CIUDAD: Moody's Assigns B3 Global Senior Debt Rating
COMPANIA LATINOAMERICANA: S&P Affirms 'B-' CCR, Outlook Stable
B A H A M A S
BAHAMAS: PM Plans on Spending Cuts, Hiring Freeze to Fix Deficit
B E R M U D A
LIFEMILES LTD: Moody's Assigns Ba2 CFR; Outlook Stable
SEADRILL LIMITED: Again Warns of Chapter 11 as Debt Talks Extended
B R A Z I L
JBS S.A.: S&P Affirms 'B+' Global Scale Corporate Credit Rating
PETROLEO BRASILEIRO: Former CEO Arrested in Corruption Probe
D O M I N I C A N R E P U B L I C
DOMINICAN REP: Expert Slams Red Tape on Gold Mine in The West
DOMINICAN REPUBLIC: Central Bank Releases US$425MM of Bank Reserve
M E X I C O
INKIA ENERGY: S&P Alters Outlook to Developing & Affirms BB CCR
INRETAIL CONSUMER: S&P Affirms 'BB+' Global Scale CCR
LIFEMILES LTD: S&P Rates New $350MM First-Lien Term Facility 'BB-'
* Mexico Banks Resilient Despite Macro Pressures, Fitch Says
P A R A G U A Y
BANCO CONTINENTAL: Moody's Affirms Ba2 BCA; Outlook Stable
P U E R T O R I C O
PUERTO RICO: Hedge Funds Reveal How Much COFINA Bonds They Hold
PUERTO RICO: Municipalities Ask for Own Official Committee
PUERTO RICO: GO Bondholders Seek Seat on Creditors Committee
PUERTO RICO: ERS Bondholders Sue Over Joint Resolution 188
PUERTO RICO: ERS Bondholders Sue U.S. in Court of Federal Claims
PUERTO RICO: Oversight Board Appoints Revitalization Coordinator
V E N E Z U E L A
VENEZUELA: US Orders Families of Embassy Employees to Leave
X X X X X X X X X
* BOND PRICING: For the Week From July 24 to July 28, 2017
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A R G E N T I N A
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BANCO DE LA CIUDAD: Moody's Assigns B3 Global Senior Debt Rating
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Moody's Latin America Agente de Calificacion de Riesgo (MLA) has
assigned a B3 global local currency senior unsecured debt rating
and a Baa1.ar Argentinean national scale senior debt rating to
Banco de la Ciudad de Buenos Aires S.A. (Ciudad)'s Class XIII and
Class XIV senior unsecured debt issuances. The notes will be due
2019 and 2022, respectively, and will be issued under Ciudad's
existing multi-currency senior unsecured program of $500 million,
and up to ARS 2,500 million total issued amount. The outlook on
Banco de la Ciudad de Buenos Aires' debt rating is positive, while
it is stable on the national scale.
The following ratings were assigned to Banco de la Ciudad de
Buenos Aires's Class XIII and Class XIV notes:
Global local currency senior unsecured debt rating of B3;
positive outlook
Argentinean national scale local currency senior debt rating of
Baa1.ar; stable outlook
RATINGS RATIONALE
Ciudad's B3 global debt rating is constrained by Argentina's
challenging operating environment, characterized by low growth and
declining, but still high inflation rates, despite the various
market-friendly policy reforms implemented by the Macri
administration. These challenges outweigh Ciudad's adequate
financial fundamentals, including its good capitalization levels
and strong liquidity metrics.
Ciudad has a well-established franchise, particularly in the
retail banking segment, and a stable, low-cost funding profile,
supported by the bank's role as financial agent of the city of
Buenos Aires. As a government-owned bank, Ciudad is focused on
providing products and services to public servants of the city of
Buenos Aires, a mandate which generates recurring earnings,
sustained by the low risk loan portfolio that helps to reduce
credit costs. While the bank's profitability has been improving
since 2015, it remains lower than the Argentine system average. In
March 2017, net income stood at 2.15% of tangible assets, flat
compared to year-end 2016, while the system average equaled 3%.
The bank exhibits a solid track record of good asset quality, with
nonperforming loans remaining at 1.56% of total loans in the first
quarter. Ciudad's delinquencies are lower than the industry
average of above 2%, given that 23% of the loan book is made of
secured mortgages loans, which also explains the loan loss
reserves at just 1.55% of total loans.
The bank's disciplined risk management guidelines and moderate
capitalization, with tangible common equity equal to 10.34% of
adjusted risk-weighted assets in March 2017, position it well to
support future portfolio expansion in a scenario of gradual
economic recovery in 2017 and 2018.
The Baa1.ar national scale local-currency deposit and debt ratings
equal the highest NSR assigned to any domestically-owned Argentine
bank and reflect the relative strength of Ciudad when compared to
other B3 rated local banks.
The positive outlook on the bank's global debt rating reflects the
expected impact of the policy reforms implemented by the Macri
administration, which will create new business opportunities for
Ciudad that will ease its transition into a more competitive,
market-driven operating environment. The positive outlook is in
line with the outlook on the Argentine government bond rating.
However, the outlook on the national scale rating remains stable
to reflect the likelihood that it may not be affected even if the
global debt rating is upgraded in line with a possible sovereign
rating upgrade.
WHAT COULD CHANGE THE RATING UP/DOWN
An upgrade of the Argentine sovereign and a corresponding increase
in Argentina's debt and deposit ceilings would put upward pressure
on the bank's debt rating, provided the bank continue to
demonstrate sound operating performance. Conversely, a downgrade
of the Argentine sovereign could put downward pressure on the
bank's debt rating, but this is unlikely at this time given
Argentina's positive outlook.
Because Ciudad's Baa1.ar NSR is already at the high end of the
three NSR categories in Argentina that correspond to Moody's B3
global debt ratings, upward pressure on the NSR is unlikely at
this time. The NSR could be downgraded if the bank experiences a
significant deterioration in its financial fundamentals without a
corresponding deterioration in the government of Argentina's
creditworthiness.
The principal methodology used in these ratings was Banks
published in January 2016.
Banco de la Ciudad de Buenos Aires is headquartered in Buenos
Aires, with assets of ARS 89.52 billion ($5.71 billion) and equity
of ARS 8.07 billion ($524.98 million) as of March 31, 2017.
COMPANIA LATINOAMERICANA: S&P Affirms 'B-' CCR, Outlook Stable
--------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' corporate credit and issue-
level ratings on CLISA-Compania Latinoamericana de Infrastructura
& Servicios S.A. (CLISA). The rating on the notes is the same as
the corporate credit rating because they are unconditionally and
irrevocably guaranteed by the two main subsidiaries, Benito Roggio
e Hijos S.A. and CLIBA IUSA, which accounts for around 80% of the
group's EBITDA. The outlook is stable.
The 'B-' ratings on CLISA reflect the company's high exposure to
Argentine public-sector counterparties, which often translates
into profit volatility and unexpected swings in working capital.
In addition, although CLISA has a good market position in the
construction business in Argentina, its market share in Latin
America is rather modest, with some presence in Peru and Panama.
The ratings also incorporate the currency mismatch between CLISA's
dollar-denominated debts and its domestic cash flow generation.
CLISA's experience in navigating Argentina's changing political
landscape, industry track record, and long-standing ties with
public-sector counterparties partly mitigate these factors.
The stable outlook on CLISA incorporates our expectations that the
company will maintain its debt to EBITDA at levels below 5x.
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B A H A M A S
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BAHAMAS: PM Plans on Spending Cuts, Hiring Freeze to Fix Deficit
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Caribbean360.com reports that Bahamian Prime Minister Dr. Hubert
Minnis has disclosed harsh cuts in the Bahamas Government spending
as he embarks on a strategy to remedy the country's fiscal
deficit, which is projected to reach $500 million this year.
In a national address, Dr. Minnis made it clear the Bahamas
Government had to get its financial house in order, with his
administration forced to borrow $722 million to finance its
operations this fiscal year, according to Caribbean360.com.
Dr. Minnis said, "In addition to reducing public expenditure, we
must move to aggressively stimulate economic growth. One measure
I announce this evening is that all government ministries will
have expenditure cut by ten per cent. There will be no new public
sector hiring at this time.
"We will appoint a special committee to advice on state-owned
enterprises, with a view to reducing the burden of such
enterprises on public finances."
Blaming the previous Progressive Liberal Party administration for
engaging in what he called "recklessness and massive waste", the
Prime Minister also announced that contracts for emoluments, which
exceed $100,000 per year, would not be renewed, the report relays.
Additionally, the Bahamas Government is also reducing its fleet of
vehicles, the report notes.
Insisting that it could not be business as usual, Dr. Minnis said
each ministry would be stringently monitored and ministers would
have to adhere to their budgets, the report discloses.
"The former practice of bypassing the Ministry of Finance and
bringing new spending requests directly to Cabinet, without review
by the Ministry of Finance, is over," Dr. Minnis said. "We are in
a new era of financial discipline," he added.
The Prime Minister also declared an end to what he called "luxury
travel" which he said obtained under the former Perry Christie
government, the report relays.
"The former administration was addicted to luxury travel, often
spending extraordinary sums of money on delegations travelling the
world at great expense. We will reduce the amount of money spent
on foreign travel by government officials," he promised, the
report notes.
Dr. Minnis revealed that a concerted effort would also be made to
recover "the people's money", announcing that forensic audits
would be carried out in government ministries, the report relays.
The new measures come as international credit ratings agency
Moody's threatened to downgrade the country after Government
reported that the island's debt to GDP ratio was on track to
worsen, the report adds.
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B E R M U D A
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LIFEMILES LTD: Moody's Assigns Ba2 CFR; Outlook Stable
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Moody's Investors Service assigned a Ba2 corporate family rating
to LifeMiles, Ltd.'s and its proposed 5-year $350 million senior
secured term loan. The outlook is stable. This is the first time
Moody's rates LifeMiles.
The term loan will be secured by a first priority interest in all
tangible and intangible assets of LifeMiles and the guarantors. In
addition, it will be jointly and severally guaranteed by LifeMiles
and each of its existing and newly acquired or created wholly-
owned subsidiaries.
Ratings Rationale
The Ba2 ratings reflect LifeMiles' strong credit metrics, good
liquidity and adequate ring fencing mechanisms that prioritize
debt repayment. While LifeMiles' leverage will increase following
the disbursement of the term loan, the company plans to reduce
leverage over the following years. The rating also incorporates
LifeMiles' strong business model being the solely operator of
Avianca's frequent flyer program and its diversified and sticky
base of commercial partners that support members and co-brand
credit card growth. Also reflected in the rating are the potential
benefits to the company's growth plan from positive economic
dynamics and market fundamentals in its largest markets.
On the other hand, LifeMiles' ratings also consider the risk of
additional up streaming of cash flows to shareholders, being in
the form of dividends or anticipated purchases of airline tickets.
The rating of the term loan considers its secured position within
the capital structure of the company. The Corporate Family Rating
is at the same level of the senior secured rating given that it is
the only debt in the company's balance sheet.
LifeMiles has strong credit metrics, despite leverage increase
following the borrowing of the term loan. Moody's estimates that
absent additional borrowings, adj. debt/EBITDA will reach 2.4
times by year end 2017, decline to around 1.5 times by year end
2018, and remain below 1 time in 2019-2020. Similarly, interest
coverage (adj. EBITA/Interest expense) will improve from 5.2 times
in 2017 to close to 9 times in 2018; and remain above those levels
in 2020.
LifeMiles' largest contributors to gross billings are financial
partners, which include credit card cobrands, miles conversion and
other (51%) and airlines (30%), being Avianca its largest customer
(adding around 27% to gross billings). Around 80% of accrued miles
are redeemed and 93% of them are redeemed into air tickets. The 7%
balance is redeemed into hotel nights, merchandise and other
rewards. LifeMiles benefit from Avianca's leading market position
in Colombia and Central America. In Peru, Avianca is the 3rd.
largest carrier with a 12.2% domestic market share in Jan-Apr
2017; following LAN (58% share) and Peruvian Airlines (14% share).
Going forward, the Association of Air Transport in Colombia
estimates that air traffic demand will continue growing in
Colombia with an estimated total number of travelers of 52 million
in 2018; up from 31 million in 2016.
The company's diversified and sticky base of commercial partners
support its members and co-brand credit card growth. LifeMiles has
over 320 commercial partnerships that allow its members to accrue
and redeem miles for different products and services such as
airline tickets, hotels, rental cars, etc. As of, it has 7.2
million members, over 75 mileage agreements with financial
institutions, and more than 550,000 co-branded credit cards. Its
number of members have grown steadily at a 9.3% CAGR in the last
five years and Moody's forecasts they will grow at a 7%-8% per
year in 2017-2021. LifeMiles' largest market is Colombia where it
generates 50% of its gross billings. Moody's forecast Colombian
economy to grow by 2.7% in 2017 and 3.2% in 2018. Similarly,
Moody's estimates private consumption and retail sales in Colombia
will grow at a CAGR of 3.8% and 4.1%, respectively, in 2016-2021.
The stable outlook reflects Moody's expectations that the company
will be able to reduce leverage over the following years while
maintaining adequate liquidity and credit metrics.
The ratings could be upgraded if the company were to materially
increase its size, while maintaining strong credit metrics with
adj. debt/EBITDA lower than 2.0 times. An upgrade would also
require strong ring fencing provisions limiting cash upstreams to
shareholders, as well as the maintenance of adequate liquidity and
profitability.
The ratings could be downgraded if the company's profitability or
credit metrics worsen with adj. debt/EBITDA above 3.0 times. A
deterioration on the company's liquidity or profitability, for
example due to excessive cash distribution to shareholders can
lead to a downgrade. Also, a change in the mandatory prepayment
provisions of the term loan such that excess cash flow is not used
to pay down debt could also lead to a downgrade.
LifeMiles has good liquidity. The company has minimum cash
requirements to cover six months of rewards plus its quarterly
debt service. In addition, LifeMiles will benefit from a new 4.5-
year $20 million committed revolving credit facility. As of,
LifeMiles only debt is the proposed term loan, which will be
amortizing based upon a debt amortization equivalent to 5% of the
initial principal amount payable on a quarterly basis.
Domiciled in Bermuda, LifeMiles, Ltd. is a coalition loyalty
program and the solely operator of Avianca's (unrated) frequent
flyer program. LifeMiles has over 320 commercial partnerships that
allow its members to accrue and redeem miles for different
products and services such as airline tickets, hotels, and rental
cars amongst others. LifeMiles is 70% owned by Avianca Holdings,
S.A. and 30% owned by Advent Intl. (unrated). LifeMiles reported
gross billings of $279 million over the twelve months ended
March 31, 2017.
SEADRILL LIMITED: Again Warns of Chapter 11 as Debt Talks Extended
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Seadrill Limited said on July 26, 2017 that it has reached an
agreement with its bank group to extend the comprehensive
restructuring plan negotiating period until Sept. 12, 2017.
The Company has also received lender consent to extend the
maturity date under the US$400 million credit facility from August
31, 2017 until September 14, 2017. The extension will become
effective upon satisfaction or waiver of customary conditions
precedent.
In relation to the West Eminence facility, the Company has
received the support of lenders representing 84% of the exposure
under the US$450 million credit facility maturing on August 15,
2017 (the "US$450m Facility") to extend the maturity date under
the US$450 million Facility to September 14, 2017. The Company
expects that a scheme of arrangement under section 99 of the
Companies Act 1981 of Bermuda, which requires a majority in number
of the lenders representing 75% in value, will be used to
implement the extension of the US$450 million Facility if an
acceptable maturity extension agreement is not reached.
The Company is in advanced discussions with certain third party
and related party investors and its secured lenders on the terms
of a comprehensive recapitalization, which remain subject to
further negotiation, final due diligence, documentation and
requisite approvals.
About Seadrill
Seadrill Limited is a deepwater drilling contractor, which
provides drilling services to the oil and gas industry. It is
incorporated in Bermuda and managed from London.
Seadrill reported a net loss of US$155 million on US$3.17 billion
of total operating revenues for the year ended Dec. 31, 2016,
following a net loss of US$635 million on US$4.33 billion of total
operating revenues for the year ended in 2015.
Seadrill had net income of US$57 million on US$569 million of
operating revenue for the three months ended March 31, 2017,
compared with US$149 million of net income on US$891 million of
operating revenue in the same period in 2016.
"[W]e continue to believe that implementation of a comprehensive
restructuring plan will likely involve chapter 11 proceedings, and
we are preparing accordingly. The extension provides additional
time to finalise negotiations and prepare for the necessary
potential implementation filings," Seadrill said in the July 26
statement.
"It is likely that the comprehensive restructuring plan will
require a substantial impairment or conversion of our bonds, as
well as impairment and losses for other stakeholders, including
shipyards. As a result, the Company currently expects that
shareholders are likely to receive minimal recovery for their
existing shares."
The Company's business operations remain unaffected by these
restructuring efforts and the Company expects to continue to meet
its ongoing customer and business counterparty obligations.
"Over the past year, the Company has been engaged in discussions
with its banks, potential new investors, existing stakeholders and
bondholders in order to restructure its secured credit facilities
and unsecured bonds, and in order to raise new capital. The
Company expects the implementation of a comprehensive
restructuring plan will likely involve commencing schemes of
arrangement in the United Kingdom or Bermuda or proceedings under
Chapter 11 of the United States Bankruptcy Code," Seadrill said in
May 2017 when it released its first quarter 2017 results.
"Although discussions are well advanced and significant progress
has been made, until such time our restructuring is completed,
uncertainty remains and therefore substantial doubt exists over
the Company's ability to continue as a going concern for twelve
months after the date the financial statements are issued."
Seadrill reported $21.31 billion in assets against $4.732 billion
in current liabilities and $6.473 billion in non-current
liabilities as of March 31, 2017.
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B R A Z I L
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JBS S.A.: S&P Affirms 'B+' Global Scale Corporate Credit Rating
---------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' global scale corporate credit
ratings on JBS S.A. and JBS USA and its 'brBBB-' national scale
rating on JBS. S&P also affirmed the 'B+' senior unsecured debt
ratings on JBS and JBS USA and the 'BB' senior secured debt
ratings on JBS USA. At the same time, S&P removed all ratings from
CreditWatch. The outlook is negative.
S&P said, "We also affirmed all recovery ratings. The recovery
rating of '1' on JBS USA's senior secured debt reflects very high
(95%) recovery expectations. The recovery rating of '3' on JBS
USA's senior unsecured debt reflects meaningful (65%) recovery
expectations. The recovery rating of '4' on JBS's senior unsecured
debt reflects average (35%) recovery expectations.
"The ratings affirmation reflects our view that the refinancing
agreement JBS announced eases immediate liquidity pressures but
doesn't entirely solve its short-term debt concentration. Under
the agreement, the company will pay about R$2.5 billion of
principal in installments over the next 270 days, but will still
have close to R$19 billion maturing towards the end of the next 12
months. Additionally, if the company succeeds in its divestment
plan over the next few months, it is required to use 80% of the
proceeds from asset sales to amortize part of the R$19 billion in
advance."
PETROLEO BRASILEIRO: Former CEO Arrested in Corruption Probe
------------------------------------------------------------
Luciana Magalhaes at The Wall Street Journal reports that
Brazilian federal police arrested a former chief executive of two
of the country's largest state-run companies as part of a
widespread corruption investigation.
Aldemir Bendine, who headed oil firm Petroleo Brasileiro SA and
before that Banco do Brasil, was taken into custody for allegedly
requesting bribes from construction giant Odebrecht SA,
prosecutors said. He had been under investigation for some months,
according to The Wall Street Journal.
While at Banco do Brasil, which he ran from 2009 to 2015, Mr.
Bendine allegedly requested BRL17 million ($5.4 million) in bribes
to allow a rollover of a loan at one of Odebrecht's units,
prosectors said, the report notes. Authorities said they have no
evidence the first payment was made, the report relays.
Just before taking the helm at Petrobras, of which he was CEO from
2015 to 2016, Mr. Bendine requested a BRL3 million payment from
Odebrecht and received it in three installments of 1 million each,
according to prosecutors, the report notes.
Pierpaolo Cruz Bottini, Mr. Bendine's attorney, said that his
client denies any wrongdoing, the report discloses. "He never
solicited or received any bribes," Mr. Bottini said in a telephone
interview. The attorney also denied that his client, who holds
Brazilian and Italian citizenship, was planning to flee the
country, the report relays.
According to prosecutors, Mr. Bendine had a ticket to fly to
Portugal. "He was going with his family, it was a leisure trip,"
Mr. Bottini said, the report says.
The arrest was the first of a former CEO of Petrobras, which has
been at the center of a massive bid-rigging and bribery
investigation for more than a decade, the report notes. Mr.
Bendine took the helm of the company after the scandal had become
public, as part of a government plan to put Petrobras on the right
track, the report discloses.
The report says that Odebrecht signed an anticorruption settlement
in December with authorities in Brazil, the U.S. and Switzerland,
agreeing to pay billions in fines and admitting to violating
foreign bribery laws. Its executives and former officials have
been cooperating with investigators, the report adds.
As reported in the Troubled Company Reporter-Latin America on
May 18, Fitch Ratings expects to assign a 'BB(EXP)' rating to
Petroleo Brasileiro S.A.'s proposed USD4 billion to USD6 billion
notes reopening. The reopening is part of Petrobras Global Finance
B.V. (PGF) 2022 and 2027 notes and will be unconditionally and
irrevocably guaranteed by Petrobras. The company expects to use
the proceeds to refinance existing debt and for general corporate
purposes.
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D O M I N I C A N R E P U B L I C
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DOMINICAN REP: Expert Slams Red Tape on Gold Mine in The West
-------------------------------------------------------------
https://dominicantoday.com/dr/economy/2017/07/28/expert-slams-
govt-red-tape-on-major-gold-mine-in-the-west/
Dominican Today reports that the Dominican Republic Energy and
Mines Ministry is slow to issue the license to extract gold at the
El Romero deposit in western province San Juan, which could
discourage new investments, former Dominican Geology Society
president Victor Santos affirmed.
"This slow bureaucracy will affect the obtaining of the social
license for this project and will have negative effects in
attracting new investments in the mining-oil extraction sector in
the Dominican Republic," the expert said, according to Dominican
Today.
Mr. Santos noted that even if GoldQuest Mining Corp. fielded the
request for the exploitation license more than 21 months ago, the
Ministry has yet to approve it, the report relays.
Quoted by hoy.com.do, Energy and Mines Minister Antonio Isa Conde
recently called the project complex, with several addendums had
been made and whose evaluation was in the final phase, the report
notes.
Mr. Santos said the exploitation license is a required step, since
its approval will allow the company to request the Terms of
Reference in the Environment Ministry, which in turn will conduct
the Environmental Impact Assessment to determine if the extraction
would be environmentally and socially sustainable, the report
relays.
"After Goldquest had spent more than 10 years exploring the site
and discovered the deposit five years ago at a cost of RD$1.2
billion, with an estimated over a million ounces of gold, have
been waiting for more than 21 months for a permit that doesn't
warrant such an in-depth evaluation by Energy and Mines, because
ultimately the mine will be designed according to Environment's
requirements," the report quoted Mr. Santos as saying.
As reported in Troubled Company Reporter-Latin America on July 24,
2017, Moody's Investors Service has upgraded the Dominican
Republic's long term issuer and debt ratings to Ba3 from B1 and
changed the outlook to stable from positive, based on the
following key drivers:
(1) The Dominican Republic's continued robust growth outlook
compared to rating peers, coupled with a reduction in
external risks as current account deficits have declined and
international reserves have increased.
(2) The reduction in fiscal deficits over the last four years and
Moody's expectation that fiscal deficits will remain shy of
3% of GDP, supported by fiscal restraint and reduced
transfers to the electricity sector.
DOMINICAN REPUBLIC: Central Bank Releases US$425MM of Bank Reserve
------------------------------------------------------------------
Dominican Today reports that Dominican Republic's Central Bank
disclosed a roll back of 2.2 percentage points to release RD$20.4
billion (US$425.0 million) of bank reserve, aimed at productive,
export, agricultural, commercial, housing, SME and consumer
sectors, among others.
The Central Bank said the measure, which takes effect August 1 was
adopted during the meeting of the Monetary Board, according to
Dominican Today. "It will contribute to boost the economy,
through the increase of bank credit, allowing the private sector
to increase investment, which will increase local production and
for export, stimulating the generation of productive jobs and
therefore the consumption," the central bank said, the report
notes.
Added to the amount is RD$2.1 billion to be disbursed by the agro
sector, corresponding to the release of funds authorized last
December, and another RD$1.1 billion of resources released in
previous measures.
Of the three items, the available funds total RD$23.5 billion, the
report relays.
"The money will be placed at an interest of up to 8% per year and
in terms, depending on the type of loan. For loans for the
acquisition of new housing, given the longer term, the rate will
be up to 9% per year," the Central Bank said in an emailed
statement obtained by the news agency.
As reported in Troubled Company Reporter-Latin America on July 24,
2017, Moody's Investors Service upgraded the Dominican Republic's
long term issuer and debt ratings to Ba3 from B1 and changed the
outlook to stable from positive, based on the following key
drivers:
(1) The Dominican Republic's continued robust growth outlook
compared to rating peers, coupled with a reduction in
external risks as current account deficits have declined and
international reserves have increased.
(2) The reduction in fiscal deficits over the last four years and
Moody's expectation that fiscal deficits will remain shy of
3% of GDP, supported by fiscal restraint and reduced
transfers to the electricity sector.
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M E X I C O
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INKIA ENERGY: S&P Alters Outlook to Developing & Affirms BB CCR
---------------------------------------------------------------
S&P Global Ratings revised its outlook on Inkia Energy Ltd. to
developing from stable. At the same time, S&P affirmed its 'BB'
corporate credit and 'BB-' issue-level ratings on the company.
S&P said, "The outlook revision follows Kenon's recent
announcement of a possible sale of all or certain assets of Inkia,
including Inkia, following the receipt of indicative and non-
binding offers from interested parties. According to public
information, the deal remains at early stages.
"Although the announcement doesn't have an immediate credit
impact, the developing outlook reflects our uncertainty over a
possible upgrade, affirmation, or downgrade if the transaction
closes. That will depend on the credit quality of the potential
buyer, as well as the likelihood that it could provide financial
support to Inkia in case of financial distress, or on the scope
and the quality of the assets sold, in case of a partial
divestiture. We will continue monitoring the developments and
will include any relevant facts into our analysis."
INRETAIL CONSUMER: S&P Affirms 'BB+' Global Scale CCR
------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' global scale corporate
credit rating on InRetail Consumer (IC). S&P also affirmed its
'BB+' issue-level rating on IC's debt. The outlook remains stable.
S&P said, "Despite slower economic growth and recent coastal
flooding in Peru, IC has continued to post operating and financial
results in line with our expectations thanks to the resilient
nature of the industry in which it operates and the solid market
position of its supermarket and pharmacy division in Peru. We
expect IC will post revenue growth in the high-mid-single digit
area and stable EBITDA margins. Despite our expectation that the
company will require some additional debt to fund its expansion
program and dividend payments in the next 12 months, debt to
EBITDA ratio should remain consistently below 4.0x.
"The stable outlook on IC reflects our expectation that it will
post revenue growth in the high-mid-single digit area supported by
the implementation of its expansion program and its leading
position in the food retailer and drugstore sectors in Peru, while
maintaining operating performance and key credit metrics in line
with our forecast in the next 12 months. Specifically, we
anticipate EBITDA margins to remain close to 8-9%, its debt to
EBITDA below 4.0x, and its EBITDA interest coverage above 3.0x
during this period despite some additional expected debt to fund
its expansion program and dividend payments."
LIFEMILES LTD: S&P Rates New $350MM First-Lien Term Facility 'BB-'
------------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' corporate credit rating to
LifeMiles Ltd. The outlook is stable.
At the same time, S&P assigned its 'BB-' issue-level rating on the
proposed $350 million first-lien senior secured term facility.
Avianca Holdings S.A. (Avianca; B/Stable/--) owns 70% of LifeMiles
and Advent International owns the remaining share. LifeMiles is
the largest and most recognized coalition loyalty program in
Colombia and Central America, and Avianca's exclusive frequent
flyer program. Over the past few years, LifeMiles has rapidly
expanded its business, thanks to its business relationship with
Avianca and to the development of an extended commercial partners'
base. At the end of March 2017, the company's members totaled 7.2
million and about 320 partners.
S&P said, "In our view, LifeMiles has a diversified and sticky
network of partners, with air partners, including Avianca and
members of the Star Alliance, representing about 30% of its gross
billings. About 51% of its gross billings comes from financial
institutions and others, and 19% is sold directly to members. We
believe that the company has established strong relationships with
its key partners, as illustrated by its long-term contracts--
exclusive 20-year agreement with Avianca, and five- to seven-year
contracts with financial institutions -- which we consider to be
important factors for LifeMiles' market position in Colombia and
Central America. We also believe that the company will continue to
expand its business rapidly stemming from its end-markets
characteristics, given that loyalty programs still have a low
market penetration rate, the demographic trends including the
rising middle class, coupled with the migration of credit/debit
card purchases from cash that will support higher penetration of
its loyalty programs. In addition, LifeMiles' brand recognition
and efficient cost management translates into higher EBITDA
margins than those of other players in the loyalty programs
industry.
"However, LifeMiles faces certain constraining factors that weigh
heavily on our assessment of the company's weak business risk
profile. These factors include our view that LifeMiles remains a
relatively small business, with $278.6 million in gross billings
in the 12 months ended March 2017, and its still high geographic
concentration in Colombia, which represented about 50% of its
total gross billings in 2016, while Central America accounts for
25%. Moreover, LifeMiles also has a high concentration of miles
redemption with only few partners, given that about 77% of these
redemptions are done with Avianca in exchange for flight tickets,
16% with Avianca's air partners, members of Star Alliance, and the
remaining 7% for hotel nights and merchandise, among other
rewards.
"The stable outlook reflects our view that LifeMiles will continue
to deliver double-digit growth in the next 12 months, while it
maintains its adjusted EBITDA margins in the 50% area and its cash
conversion rate at 77%. We expect growth to come from higher
penetration of the company's loyalty program among the rising
middle class population in Colombia and Central America, whose
consumption habits are increasingly driven by credit and debit
cards usage. The outlook also considers that potential future
recapitalizations or a more aggressive dividend policy won't hike
its debt-to-EBITDA ratio above 3.0x. The stable outlook
incorporates our assessment of LifeMiles' arm's length
relationship with Avianca, and that the existing insulation
features will continue to support the company's two-notch rating
differential above that of its parent.
"A negative rating action in the next 12 months could result from
one or more of the following factors. First, a downgrade of
Avianca due to adverse industry conditions that would weaken its
operating margins and lead to a revision of its liquidity
assessment to a weaker category. Second, LifeMiles faces
significant member or partner losses, reducing its operating
margin and cash flow generation. Finally, it pursues a more-than-
expected aggressive financial policy in relation to the use of
debt, leading to a debt to EBITDA consistently above 4.0x.
"Additionally, we could lower the rating by two notches, if we
were to revise our assessment of LifeMiles' insulated subsidiary
status. Such an event could follow a change in LifeMiles'
ownership structure, with Advent reducing its current stake
position, or if Avianca's financial policy toward LifeMiles
changes significantly.
"Although unlikely in the next 12 months, a one-notch upgrade of
LifeMiles would be dependent on a similar rating action on
Avianca. This scenario could occur if Avianca's operations
outperform our expectations, which would result in a debt-to-
EBITDA ratio well below 5x and FFO to debt above 12% on a
sustained basis, or, if it strengthens its business profile by
expanding its operations and competitive position, which could
result from strategic alliances or organic growth."
* Mexico Banks Resilient Despite Macro Pressures, Fitch Says
------------------------------------------------------------
Continued global economic policy uncertainty, elevated inflation
and the effects from a sustained rate hiking cycle could pressure
Mexican commercial banks' loan growth and asset quality in select
lending segments in 2H17, says Fitch Ratings. "Still, under Fitch
baseline scenario of moderate though positive economic growth,
Fitch expects that profitability should continue to improve
gradually. Banks will likely remain well capitalized with loss
absorption capacity continuing robust and resilient," Fitch says.
Mexican commercial banks' lending growth and consumer asset
quality have held up in the first half of the year. The total
adjusted NPL ratio - which includes a 12-month average of impaired
loans plus charge-offs - fell to 4.8% as of May 2017, down from
5.0% at end-2016. However, consumer loans showed a marginal
deterioration, with their adjusted NPL ratio rising to 12.7% from
12.4% over the same period.
Loan growth has remained strong too. Commercial banks' gross
lending was up 11.8% yoy in May with private sector lending
showing only slight signs of deceleration. Commercial, mortgage
and individual consumer lending have continued to grow by double-
digits in yoy terms. However, the slightly lower growth of the
total lending portfolio compared to previous years - the 2013-2016
average was 12% - is explained by a significant decline in
government lending since mid-2015 that came as a result of the
implementation of the financial discipline law for states and
municipalities, as well as federal government budget cuts.
Macroeconomic risks to banks' operating environment should persist
in 2H17, despite the robust performance earlier in the year.
Elevated inflation, the effects of successive rate hikes in 2016
and 1H17, and persistent economic uncertainty stemming from the
forthcoming NAFTA renegotiations could yet pressure asset quality
and lending growth, particularly for the consumer sector.
Uncertainty over Mexico's critical trading relationship with the
United States, in particular, remains a key potential challenge
that could affect consumer and investor confidence.
Sustained high inflation and successive interest rates hikes
through 2016 and 1H17 could also pressure consumer lending, as
well as SME loans. While Fitch believes that the current rate
hiking cycle has stopped, the central bank raised the policy rate
by a cumulative 400bps since December 2015, with the latest 25bps
hike coming in June. Inflation spiked markedly this year too with
the consumer price index rising by 6.3% yoy in June, up from 2.5%
a year earlier, Fitch adds.
Fitch maintains that commercial banks' lending growth will
decelerate in 2H17, though Fitch revised up Fitch forecasts for
loan growth to 10% from 6-8% earlier in the year. The low rate of
financial intermediation in Mexico will continue to be an enabling
factor driving credit growth, with the private sector taking the
lead.
Strong credit growth and asset quality have been key factors
supporting banks' profitability, alongside rising net interest
margins and controlled expenses. Strong recurrent earnings in turn
have been an important driver of Mexican banks' robust
capitalization, with the Fitch core capital ratio for commercial
banks at 15% as of March 2017.
Credit pressures that are likely to emerge in 2H17 should not be
sufficient to significantly damage profitability. Capital is
expected to remain strong with adequate funding and liquidity
continuing to support ratings. Mexican commercial banks' Sector
Outlook remains Negative, after it was revised from Stable
following the sovereign's downward revision in December.
===============
P A R A G U A Y
===============
BANCO CONTINENTAL: Moody's Affirms Ba2 BCA; Outlook Stable
----------------------------------------------------------
Moody's Investors Service has affirmed all supported ratings and
assessments of Banco Continental S.A.E.C.A., Banco Regional
S.A.E.C.A. and Banco Bilbao Vizcaya Argentaria Paraguay S.A. (BBVA
Paraguay). The ratings that were affirmed include all three banks'
local and foreign currency long and short term deposit ratings as
well as Banco Regional's senior unsecured foreign currency debt
rating of Ba1. The outlook for the ratings is stable. All three
banks' baseline credit assessments and adjusted baseline credit
assessments were also affirmed, along with their long and short
term counterparty risk assessments.
The following ratings and assessments were affirmed:
Banco Continental S.A.E.C.A.:
- Long and short term local currency deposit ratings of Ba1,
stable outlook and Not Prime,
- Long and short term foreign currency deposit rating of Ba2,
stable outlook and Not Prime
- Adjusted baseline credit assessment of ba2
- Baseline credit assessment of ba2
- Long and short term counterparty risk assessments of Ba1 (cr)
and Not Prime (cr)
Banco Regional S.A.E.C.A.:
- Long and short term local currency deposit ratings of Ba1,
stable outlook and Not Prime,
- Long and short term foreign currency deposit rating of Ba2,
stable outlook and Not Prime
- Senior Unsecured foreign currency debt rating of Ba1, stable
outlook
- Adjusted baseline credit assessment of ba2
- Baseline credit assessment of ba2
- Long and short term counterparty risk assessments of Ba1 (cr)
and Not Prime (cr)
Banco Bilbao Vizcaya Argentaria Paraguay S.A.:
- Long and short term local currency deposit ratings of Ba1,
stable outlook and Not Prime,
- Long and short term foreign currency deposit rating of Ba2,
stable outlook and Not Prime
- Adjusted baseline credit assessment of ba1
- Baseline credit assessment of ba2
- Long and short term counterparty risk assessments of Ba1 (cr)
and Not Prime (cr)
RATINGS RATIONALE
The affirmation of the banks' baseline credit assessments (BCA)
and supported ratings reflects their adequate earnings generation
and high levels of capitalization. Together, these have helped to
offset rises in asset risk stemming from the banks' high exposure
to the agricultural sector that was adversely affected following
the twin shocks of significant commodity price declines and
guaran° depreciation in 2015.
All three banks have universal franchises servicing mainly
corporate and small and medium-sized enterprises lending segments
and as of December 2016 Banco Continental and Banco Regional were
the largest and third largest banks by loans, followed by BBVA
Paraguay, ranked fourth. Through their entrenched market shares in
both lending and deposit taking, all three banks have strong
pricing power which, along with cost reduction initiatives, has
supported earnings and bolstered capitalization. Dollarization on
the banks' balance sheets remains high, at 53% on average,
however, dollar-denominated loans are largely extended to foreign
currency earners, limiting borrowers' exposure to currency risk.
In 2017, Moody's expects loan growth to return to levels of 10%
which will further aid the banks' profitability and capital
generation.
BANCO CONTINENTAL
In affirming the bank's ba2 BCA, Moody's took into consideration
its above peer capitalization levels sustained by its strong
earnings generation as well as challenges to its asset risk. As
measured by Moody's tangible common equity (TCE) to risk weighted
assets (RWA), Continental's capitalization ratio of 16.5% was
significantly higher than its peers and up by 255 basis points
from a year before, and bolstered by its strong profitability as
shown by net income to tangible assets of 2.0%. However, given the
sizable loan exposures to the agricultural industry, the bank
suffered a rise in 60 day problem loan ratio in 2016, which rose
to 1.4%, up by 25 basis points, and also an 86% rise in
provisioning expenses in 2016. The rating agency expects the
bank's asset risk to remain at elevated levels versus its
historical average in 2017. The rating action also considered
Banco Continental's greater reliance on market funding versus its
peers as well as its high levels of deposit funding, which
represented 75% of total funding.
BANCO REGIONAL
The affirmation of the bank's ba2 BCA incorporates its strong
profitability, despite the challenges to its asset risk,
particularly shown by the high levels of restructured loans, its
TCE/RWA ratio of 13.3% as of December 2016.. Regional's operations
are focused on lending to large agricultural corporations, which
exposed its asset risk to deterioration, as indicated by the 60
day problem loan ratio of 2.1% as well as a jump in restructured
loans to 7.6% as of December 2016 that were up from 2.7% a year
earlier. However, reserves that cover problem loans by 123%, as
well as guarantees of over 50% of total loans, support Regional's
asset quality. In 2016, the bank reported net income to tangible
assets of 1.6% despite a contraction in its total loan operations,
which together ensured its TCE to RWA rose by 300 basis points.
Also incorporated in the rating action are Regional's predominant
deposit funding, equivalent to75% of total funding, and its access
to dollar based funding sources and credit facilities, that
buttress its liquidity.
BANCO BILBAO VIZCAYA ARGENTARIA PARAGUAY S.A.
In affirming BBVA Paraguay's ba2 BCA, Moody's highlighted its
above-peers problem loan ratio, high capitalization levels and
improved profitability metrics. As a result of its corporate and
SME focused operation with concentration to the agricultural
sector, BBVA's 60 day problem loan ratios jumped in 2015 to 3.1%,
from 1.8%, rising to 3.5% in 2016, significantly higher than the
system average of 2.8%. However, thanks to a contraction in its
loan book of almost 3.0% in 2016, as well as 40% rise in its net
income, the bank's TCE to RWA ratio rose by 232 basis points to
12.8%, which along with reserve coverage of over 100% serves to
offset its elevated asset risk. With deposits accounting for
almost 90% of its funding sources, BBVA Paraguay has a lower
reliance on market funds than its peers, which is also backed by
sufficient levels of liquid asset holdings.
GOVERNMENT AND AFFILIATE SUPPORT
Banco Continental and Banco Regional's long-term global local
currency deposit ratings of Ba1 derive from their BCAs of ba2 and
incorporates one-notch uplift as a result of Moody's assessment of
a high probability of government support to the bank in an event
of stress, in light of their systemic importance in the Paraguayan
banking system.
BBVA Paraguay's long-term global local currency deposit rating of
Ba1 derives from the bank's standalone BCA of ba2 and incorporates
a one-notch uplift as a result of Moody's assessment of high
affiliate support from its parent Banco Bilbao Vizcaya Argentaria
S.A.
WHAT COULD CHANGE THE RATINGS UP/DOWN
BANCO CONTINENTAL
Positive pressure on Continental' standalone BCA could derive from
significant improvement in asset risk indicators, combined with
more diversified loan book, and continued increases in
capitalization levels. The bank ratings would be under stress if
Continental suffered a substantial deterioration in its asset
quality or in its core earnings profile, or if the operating
environment were to weaken. In addition, a downgrade of the
country's deposit ceilings would affect its deposit ratings.
BANCO REGIONAL
Regional's standalone BCA could face positive pressure if the bank
reports steady improvement of its financial metrics, particularly
profitability and asset risk, while being able to achieve higher
diversification and reducing sector concentration in its loan
portfolio. Negative pressure could result from persistent
deterioration in asset quality or a potential decline in
profitability associated with higher provisions. Additionally, a
potential downgrade of Paraguay's deposit ceilings could move its
deposit ratings down.
BANCO BILBAO VIZCAYA ARGENTARIA PARAGUAY
Positive pressure on BBVA Paraguay's BCA could result from a
consistent improvement of asset quality, and profitability. The
bank's BCA could become under stress if BBVA Paraguay faces
substantial deterioration in asset quality. A recurring decline in
profitability could also result in downward pressure on the BCA. A
downgrade of Paraguay's deposit ceilings would affect its deposit
ratings.
The principal methodology used in these ratings was Banks
published in January 2016.
======================
P U E R T O R I C O
======================
PUERTO RICO: Hedge Funds Reveal How Much COFINA Bonds They Hold
---------------------------------------------------------------
The COFINA Senior Bondholders' Coalition, comprised of Jose F.
Rodriguez, Fideicomiso Plaza, and certain institutions that hold
and/or manage accounts holding 32.7% of all COFINA senior bonds,
on July 25, 2017, submitted a verified statement pursuant to Rule
2019 of the Federal Rules of Bankruptcy Procedure, made applicable
to the Title III case by Section 310 of PROMESA.
Certain members of the COFINA Senior Bondholders' Coalition
initially retained Quinn Emanuel Urquhart & Sullivan, LLP in June
2015. In August 2015, the COFINA Senior Bondholders' Coalition
retained Reichard & Escalera LLC (with Quinn Emanuel, "Counsel").
From time to time thereafter, certain additional holders of COFINA
senior bonds have joined the COFINA Senior Bondholders' Coalition.
Counsel appears in the Case on behalf of the COFINA Senior
Bondholders' Coalition.
The members of the COFINA Senior Bondholders' Coalition hold
disclosable economic interests in relation to COFINA totaling
$2,544,019,827 of COFINA Senior Bonds and $602,007,190 of COFINA
Subordinate Bonds:
1. Jose F. Rodriguez
PO Box 8848,
San Juan, PR 00910
* $250,000 COFINA Senior Bonds
2. Fideicomiso Plaza
131 Dorado Beach East,
Dorado PR 00646
* $1,210,000 COFINA Senior Bonds
3. Decagon Holdings 1, L.L.C.
800 Boylston Street,
Boston, MA 02199
* $29,057,003 COFINA Senior Bonds
* $27,054,354 COFINA Subordinate Bonds
4. Decagon Holdings 2, L.L.C.
800 Boylston Street,
Boston, MA 02199
* $37,870,092 COFINA Senior Bonds
* $34,307,649 COFINA Subordinate Bonds
5. Decagon Holdings 3, L.L.C.
800 Boylston Street,
Boston, MA 02199
* $15,462,481 COFINA Senior Bonds
* $14,414,439 COFINA Subordinate Bonds
6. Decagon Holdings 4, L.L.C.
800 Boylston Street,
Boston, MA 02199
* $156,447,232 COFINA Senior Bonds
* $143,281,894 COFINA Subordinate Bonds
7. Decagon Holdings 5, L.L.C.
800 Boylston Street, Boston, MA 02199
* $46,823,030 COFINA Senior Bonds
* $43,752,782 COFINA Subordinate Bonds
8. Decagon Holdings 6, L.L.C.
800 Boylston Street,
Boston, MA 02199
* $17,689,399 COFINA Senior Bonds
* $15,794,133 COFINA Subordinate Bonds
9. Decagon Holdings 7, L.L.C.
800 Boylston Street,
Boston, MA 02199
* $103,745,848 COFINA Senior Bonds
* $104,041,588 COFINA Subordinate Bonds
10. Decagon Holdings 8, L.L.C.
800 Boylston Street, Boston, MA 02199
* $30,670,396 COFINA Senior Bonds
* $29,452,315 COFINA Subordinate Bonds
11. Decagon Holdings 9, L.L.C.
800 Boylston Street,
Boston, MA 02199
* $18,216,854 COFINA Senior Bonds
* $17,446,373 COFINA Subordinate Bonds
12. Decagon Holdings 10, L.L.C.
800 Boylston Street,
Boston, MA 02199
* $13,100,425 COFINA Senior Bonds
* $12,531,927 COFINA Subordinate Bonds
13. Tilden Park Investment Master Fund LP
c/o Tilden Park Capital Management LP
452 5th Ave, 28th Floor
New York, NY 10018
* $455,876,291 COFINA Senior Bonds
* $9,142,033 COFINA Subordinate Bonds
14. GoldenTree Asset Management LP
300 Park Avenue, 20th Floor
New York, NY 10022
* $431,161,811 COFINA Senior Bonds
* $97,374,100 COFINA Subordinate Bonds
15. Canyon Capital Advisors LLC
2000 Avenue of the Stars, 11th Floor
Los Angeles, CA 90067
* $303,080,000 COFINA Senior Bonds
16. Old Bellows Partners LP
660 Madison Ave, #20
New York, NY 10065
* $215,028,900 COFINA Senior Bonds
17. Scoggin Management LP
660 Madison Ave, #20
New York, NY 10065
* $60,311,100 COFINA Senior Bonds
18. Whitebox Advisors LLC
3033 Excelsior Boulevard, Suite 300
Minneapolis, MN 55416
* $132,201,010 COFINA Senior Bonds
* $26,995,686 COFINA Subordinate Bonds
19. Merced Capital, L.P.
601 Carlson Parkway, Suite 200
Minnetonka, MN 55305
* $36,119,077 COFINA Senior Bonds
20. Taconic Capital Advisors L.P.
280 Park Avenue, 5th Floor
New York, NY 10017
* $132,359,389 COFINA Senior Bonds
* $21,982,917 COFINA Subordinate Bonds
21. Varde Partners, Inc.
901 Marquette Avenue South, Suite 3300
Minneapolis, MN 55402
* $111,643,772 COFINA Senior Bonds
22. Cyrus Capital Partners, L.P.
399 Park Avenue, 39th Floor
New York, NY 10022
* $93,105,717 COFINA Senior Bonds
23. Aristeia Capital, L.L.C.
One Greenwich Plaza, 3rd Floor
Greenwich, CT 06830
* $102,590,000 COFINA Senior Bonds
* $4,435,000 COFINA Subordinate Bonds
Co-Counsel for the COFINA Senior Bondholders:
REICHARD & ESCALERA
Rafael Escalera
Sylvia M. Arizmendi
Fernando Van Derdys
Carlos R. Rivera-Ortiz
Gustavo A. Pabon-Rico
255 Ponce de Leon Avenue
MCS Plaza, 10th Floor
San Juan, Puerto Rico 00917-1913
E-mail: escalera@reichardescalera.com
arizmendis@reichardescalera.com
fvander@reichardescalera.com
riverac@reichardescalera.com
pabong@reichardescalera.com
-- and --
QUINN EMANUEL URQUHART & SULLIVAN, LLP
Susheel Kirpalani
Eric Winston
Daniel Salinas
Eric Kay
Kate Scherling
Brant Duncan Kuehn
51 Madison Avenue, 22nd Floor
New York, New York 10010-1603
E-mail: susheelkirpalani@quinnemanuel.com
ericwinston@quinnemanuel.com
danielsalinas@quinnemanuel.com
erickay@quinnemanuel.com
katescherling@quinnemanuel.com
brantkuehn@quinnemanuel.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. On July 2, 2017, a Title III case was commenced for the
Puerto Rico Electric Power Authority ("PREPA").
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, and management of other pretrial proceedings.
Joint administration of the Title III cases, under Lead Case No.
17-3283, was granted on June 29, 2017.
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
Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA,
and PREPA.
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. The Creditors Committee tapped Paul Hastings LLP and
O'Neill & Gilmore LLC as counsel.
PUERTO RICO: Municipalities Ask for Own Official Committee
----------------------------------------------------------
The Ad Hoc Municipalities Committee, comprised of the Puerto Rico
municipalities of Mayaguez, Isabela, Quebradillas, Guayama, Cabo
Rojo, San Germ†n, Adjuntas, Guayanilla, Guanica, A§asco and
Barceloneta, filed with the U.S. District of Puerto Rico a motion
an Order directing the appointment of an Official Puerto Rico
Municipalities Committee to represent the interests of all 78
Puerto Rico Municipalities in the Title III Petitions filed for
the Commonwealth of Puerto Rico and any of its instrumentalities
and/or public corporations.
The Commonwealth used to provide over $450,000,000 in
apportionments and legislative assignments to its 78
municipalities on a yearly basis. However, the approved
Commonwealth Budget for fiscal year 2018 contemplates a reduction
in apportionments to Municipalities to $220,000,000, or
approximately half of the previous years' apportionments and
Legislative Assignments. In addition, the Control Board and the
Governor have expressed that in the near future the apportionments
from the Commonwealth to the Municipalities will be eliminated
completely.
Since a substantial part of the funds available to the
Municipalities to operate and provide services has historically
come from the central government, the Ad Hoc Committee is wary
that the proposed elimination of this apportionment will severely
impact the Municipalities.
Moreover, according to the Ad Hoc Committee, the Government
Development Bank ("GDB") has seized excess funds from property and
sales taxes to which the Municipalities were entitled and which
constitute another of the Municipalities' major sources of funds.
The Ad Hoc Committee has contacted the U.S. Trustee's Office for
the appointment of an Official Municipalities Committee and the
U.S. Trustee's Office denied the request.
"The seventy-eight municipalities of the Commonwealth not only
need a Committee, they are entitled to one. The treatment they
will receive -- both during the reorganization process and under
any plan which might be confirmed -- will be different from any
other creditors or parties in interest. No other official
committee either can or wants to represent the claims, needs, and
viewpoints for which seventy-eight mayors are responsible. At the
same time, the prospect of each municipality's taking an
independent position before the Court would waste their money
and this Court's time. Caselaw interpreting Bankruptcy Code
Section 1102 establishes that municipalities not only may
participate in committees, but under the right circumstances
should have their own. PROMESA establishes separate grounds for a
committee, given the substantial claims which the municipalities
have against not only the Commonwealth but several of its
instrumentalities. This Court's directing the appointment of an
Official Puerto Rico Municipalities Committee is legally
appropriate and critical to the success of the reorganization
effort," F. David Godreau Zayas, Esq., at Godreau & Gonzalez Law,
LLC, tells the Court.
Counsel for the Ad Hoc Municipalities Committee:
GODREAU & GONZALEZ LAW, LLC
F. David Godreau Zayas
Rafael A. Gonzalez Valiente
PO Box 9024176
San Juan, PR 00902-4176
Telephone: 787-726-0077
E-mail: dg@g-glawpr.com
rgv@g-glawpr.com
- and -
ROCHELLE MCCULLOUGH LLP
Michael R. Rochelle
Kevin D. McCullough
Kathryn G. Reid
Shannon Thomas
325 North St. Paul, Ste. 4500
Dallas, Texas 75201
Telephone 214-953-0182
E-mail: buzz.rochelle@romclaw.com
kdm@romclaw.com
kreid@romclaw.com
sthomas@romclaw.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. On July 2, 2017, a Title III case was commenced for the
Puerto Rico Electric Power Authority ("PREPA").
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, and management of other pretrial proceedings.
Joint administration of the Title III cases, under Lead Case No.
17-3283, was granted on June 29, 2017.
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
Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA,
and PREPA.
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. The Creditors Committee tapped Paul Hastings LLP and
O'Neill & Gilmore LLC as counsel.
PUERTO RICO: GO Bondholders Seek Seat on Creditors Committee
------------------------------------------------------------
The Ad Hoc Group of General Obligation Bondholders (the "GO
Group") asks the U.S. District Court for the District of Puerto
Rico to enter an order (i) directing the United States Trustee to
change the membership of the Official Committee of Unsecured
Creditors of the Commonwealth of Puerto Rico, or (ii) in the
alternative, appointing an additional committee of Constitutional
Debtholders.
"The GO Group seeks to rectify an obvious and unprecedented
anomaly. The Oversight Board and Commonwealth assert that
Constitutional Debtholders are the largest class of unsecured
creditors in these Title III Cases. The Committee concedes that
although Constitutional Debtholders are a "very important" group
to which the Committee owes fiduciary duties, they remain
"unrepresented." The United States Trustee has nonetheless
refused to appoint a single Constitutional Debtholder to the
Committee, despite several holders, including two members of the
GO Group, being willing to serve. The GO Group is unaware of any
case where the largest purportedly unsecured creditor was
purposefully excluded from the official unsecured creditors'
committee. Rather, the Bankruptcy Code and the overwhelming
weight of decisions interpreting the Bankruptcy Code provide that
the Committee must adequately represent all of the Commonwealth's
allegedly unsecured creditors, and must specifically represent the
different kinds of the Commonwealth's allegedly unsecured
creditors," Andrew N. Rosenberg, Esq., at Paul, Weiss, Rifkind,
Wharton & Garrison LLP, tells the Court.
The members of the GO Group filing this Motion are certain funds
or entities managed or advised by Aurelius Capital Management, LP,
Autonomy Capital (Jersey) LP, FCO Advisors LP, Monarch Alternative
Capital LP, Senator Investment Group LP, and Stone Lion L.P. These
entities file this Motion exclusively on their own behalf and do
not assume any fiduciary or other duties to any other creditor or
person. The GO Group collectively holds $3.2 billion of bonds
issued or guaranteed by the Commonwealth (collectively, the
"Constitutional Debt").
The GO Group disputes the Commonwealth's assertion that
Constitutional Debtholders are general unsecured creditors. In
due course, the GO Group will establish that Constitutional Debt
is protected by a statutory lien on all "available resources" or
certain subsets of those resources.
On June 15, 2017, the United States Trustee appointed the
Committee and an Official Committee of Retirees in the
Commonwealth Title III Case The Committee comprises the following
seven members: (i) The American Federation of Teachers ("AFT");
(ii) Doral Financial Corporation, (iii) Genesis Security,
(iv) Puerto Rico Hospital Supply, (v) Service Employees
International Union, (vi) Total Petroleum Puerto Rico Corp., and
(vii) Unitech Engineering. No Constitutional Debtholder was
appointed to the Committee.
On July 14, 2017, the United States Trustee responded to the GO
Group's July 11 letter requesting that it reconstitute the
Committee to include Constitutional Debtholders. In the July 14
letter, the United States Trustee stated that it had "no plans to
reconstitute the Committee to add creditors claiming that
their claims are secured or otherwise have full priority."
The GO Group claims that the Creditors Committee, as currently
constituted, does not adequately represent the Commonwealth's
creditors, and the Court should order the United States Trustee to
change the membership of the Committee to ensure that
Constitutional Debtholders are adequately represented.
"The Committee, as currently constituted, falls far short of any
conceivable standard of adequate representation. Rather than
including a single Constitutional Debtholder -- allegedly the
largest class of unsecured creditors in these Title III Cases --
the Committee instead exclusively comprises employee unions (which
may not have any claims at all), trade creditors, and a tax refund
claimant. While the aggregate amount of Constitutional Debt
outstanding is more than fifty times larger than the aggregate
claims of trade and tax refund creditors, those creditors
outnumber Constitutional Debtholders five-to-zero on the
Committee," Mr. Rosenberg avers.
In the alternative, if the Court finds that Constitutional
Debtholders are not adequately represented by the Committee but
should not be appointed as members of the Committee, the GO Group
requests that the Court appoint an additional official committee
of Constitutional Debtholders pursuant to Section 1102(a)(2) of
the Bankruptcy Code.
Law firms representing the Ad Hoc Group of General Obligation
Bondholders are (i) Jimenez, Graffam & Lausell, (ii) Robbins,
Russell, Englert, Orseck, Untereiner & Sauber LLP, and (iii) Paul,
Weiss, Rifkind, Wharton & Garrison LLP.
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. On July 2, 2017, a Title III case was commenced for the
Puerto Rico Electric Power Authority ("PREPA").
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, and management of other pretrial proceedings.
Joint administration of the Title III cases, under Lead Case No.
17-3283, was granted on June 29, 2017.
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
Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA,
and PREPA.
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. The Creditors Committee tapped Paul Hastings LLP and
O'Neill & Gilmore LLC as counsel.
PUERTO RICO: ERS Bondholders Sue Over Joint Resolution 188
----------------------------------------------------------
Owners of secured bonds issued by the Employees Retirement
System of the Government of the Commonwealth of Puerto Rico (the
"ERS") commenced in the U.S. District of Puerto Rico an adversary
proceeding seeking a determination that they remain secured
creditors of the ERS and/or the Commonwealth notwithstanding Joint
Resolution 188, or, in the alternative, a declaration that the
diversion of their collateral violated several provisions of the
United States and Puerto Rico Constitutions.
Plaintiffs are owners of secured bonds issued by the Employees
Retirement System of the Government of the Commonwealth of Puerto
Rico (the "ERS") in 2008. The proceeds of these bonds (the "ERS
Bonds" or the "Bonds") were used to pay benefits to retirees
and to reduce the ERS's unfunded accrued actuarial liabilities.
The ERS Bonds were granted collateral that included, among other
things, all employer contributions from Puerto Rico government
employers (including municipal employers, public corporations and
the central government of Puerto Rico) and the ERS's legal right
to receive those contributions.
The collateral pledged to support the ERS Bonds was sufficient to
service the interest on the Bonds for the life of the bond issue
and to repay the principal amount of the Bonds in full at
maturity. Indeed, just months ago, in prior litigation, the ERS,
the Commonwealth, and the Financial Oversight and Management Board
of the Commonwealth of Puerto Rico asserted that the Bonds are
oversecured.
"In June 2017, the Puerto Rico legislature passed, and the
Oversight Board adopted, Joint Resolution 188. Joint Resolution
188 requires the ERS to liquidate its assets for distribution to
the Commonwealth General Fund, and directs participating employers
to make future employer contributions to the Commonwealth General
Fund, rather than the ERS. Although the ostensible purpose of
Joint Resolution 188 was to address the pension system's
lack of liquidity, this could have been accomplished more directly
by simply increasing employer contributions to the ERS within the
existing statutory framework. The purpose and effect of Joint
Resolution 188 was to strip the ERS of its assets and to divert
the ERS's employer contributions away from the reach of
plaintiffs, all of which was pursued with the purpose of
evading the ERS's obligations to plaintiffs," John K. Cunningham,
Esq., at White & Case LLP, tells the Court.
Joint Resolution 188
The Puerto Rico legislature passed Joint Resolution 188 on June
25, 2017, and the Oversight Board adopted it on behalf of the
Governor on June 30, 2017. Joint Resolution 188 was approved by
the Puerto Rico legislature pursuant to the fiscal plan approved
and certified by the Oversight Board.
Mr. Cunningham notes that the ostensible purpose of Joint
Resolution 188 was to address the pension system's lack of
liquidity and insolvency and the need for increased funding to pay
benefits owed by the ERS to retirees. According to Mr. Cunningham,
this could have been accomplished, however, simply by increasing
employer contributions to the ERS within the existing statutory
scheme. Nevertheless, the Oversight Board required the
Commonwealth to draft Joint Resolution 188 to bypass the ERS
entirely and instead require employers to make increased employer
contributions directly to the Commonwealth General Fund. The
actual purpose and purported effect of Joint Resolution 188, then,
was to confiscate plaintiffs' constitutionally-protected property
interests in Pledged Property.
In addition, Mr. Cunningham relates that Joint Resolution 188
ordered the ERS to sell its assets and to transfer the net cash
proceeds, in addition to any available funds, into the Puerto Rico
Treasury Secretary's account as part of the General Fund for
fiscal year 2017-2018 to make benefit payments to pensioners.
Joint Resolution 188 also provides in relevant part that:
a. the Commonwealth would assume any payments that Puerto
Rico's retirement systems, including the ERS, could not
make;
b. the ERS would continue to meet its obligations to
beneficiaries and pensioners by contributing its available
funds and any funds arising from its asset sales to the
Commonwealth's General Fund;
c. the Commonwealth, its public corporations, and its
municipalities would stop making employer contributions to
the ERS;
d. AAFAF would establish procedures so that the Commonwealth,
its public corporations, and its municipalities would make
employer contributions to the Commonwealth.
No consideration was provided to the ERS or the ERS Bondholders in
exchange for the collateral transferred to the Commonwealth's
General Fund.
Lawsuit
In the adversary proceeding, plaintiffs seek a determination that
they remain secured creditors of the ERS and/or the Commonwealth
notwithstanding Joint Resolution 188, or, in the alternative, a
declaration that the diversion of plaintiffs' collateral violated
several provisions of the United States and Puerto Rico
Constitutions. In particular, because the enactment of Joint
Resolution 188 violated the ERS Title III automatic stay, it was
void ab initio. But even if Joint Resolution 188 was not void ab
initio, the Puerto Rico Uniform Commercial Code provides that a
lien follows collateral transferred without the consent of the
secured creditor, and thus continues in any property received by
the Commonwealth pursuant to Joint Resolution 188. For these
reasons, plaintiffs remain secured creditors of the ERS and/or the
Commonwealth notwithstanding Joint Resolution 188.
In the alternative, if Joint Resolution 188 was effective in
stripping the ERS of its assets and diverting the ERS's employer
contributions away from the reach of plaintiffs without
compensation, such actions violated the Takings and Contracts
Clauses of the United States and Puerto Rico Constitutions. As a
result of defendants' actions, plaintiffs are entitled to, among
other things, a claim for just compensation that cannot be
impaired in any Title III plan of adjustment or order confirming a
Title III plan of adjustment. And because plaintiffs were
oversecured at all relevant times, this unimpairable claim equals
the full principal amount of the ERS Bonds, together with all
interest accrued to the date of payment.
A copy of the Complaint is available at:
http://bankrupt.com/misc/PR_767_Suit_ERS_Holders.pdf
Plaintiffs and their Attorneys
Counsel for Plaintiffs Altair Global Credit Opportunities Fund
(A), LLC, Andalusian Global Designated Activity Company, Glendon
Opportunities Fund, L.P., Mason Capital Management, LLC, Nokota
Capital Master Fund, L.P., Oaktree-Forrest Multi-Strategy,
LLC (Series B), Oaktree Opportunities Fund IX, L.P., Oaktree
Opportunities Fund IX (Parallel 2), L.P., Oaktree Value
Opportunities Fund, L.P., Ocher Rose, L.L.C., and SV Credit,
L.P.:
Alfredo Fernandez-Martinez
DELGADO & FERNANDEZ, LLC
PO Box 11750
Fernandez Juncos Station
San Juan, Puerto Rico 00910-1750
Tel. (787) 274-1414
Fax: (787) 764-8241
E-mail: afernandez@delgadofernandez.com
- and -
Bruce Bennett
JONES DAY
555 South Flower Street
Fiftieth Floor
Los Angeles, California 90071
Tel. (213) 489-3939
Fax: (213) 243-2539
E-mail: bbennett@jonesday.com
- and -
Benjamin Rosenblum
JONES DAY
250 Vesey Street
New York, NY 10281
Tel: (212) 326-3939
Fax: (212) 755-7306
E-mail: brosenblum@jonesday.com
- and -
Geoffrey S. Stewart
Beth Heifetz
Christopher J. DiPompeo
Sparkle L. Sooknanan
JONES DAY
51 Louisiana Ave. N.W.
Washington, DC 20001
Tel: (202) 879-3939
Fax: (202) 626-1700
E-mail: gstewart@jonesday.com
bheifetz@jonesday.com
cdipompeo@jonesday.com
ssooknanan@jonesday.com
Counsel for Puerto Rico AAA Portfolio Bond Fund, Inc., Puerto Rico
AAA Portfolio Bond Fund II, Inc., Puerto Rico AAA Portfolio Target
Maturity Fund, Inc., Puerto Rico Fixed Income Fund, Inc., Puerto
Rico Fixed Income Fund II, Inc., Puerto Rico Fixed Income Fund
III, Inc., Puerto Rico Fixed Income Fund IV, Inc., Puerto Rico
Fixed Income Fund V, Inc., Puerto Rico GNMA & U.S. Government
Target Maturity Fund, Inc., Puerto Rico Investors Bond Fund I,
Puerto Rico Investors Tax-Free Fund, Inc., Puerto Rico Investors
Tax-Free Fund, Inc. II, Puerto Rico Investors Tax-Free Fund III,
Inc., Puerto Rico Investors Tax-Free Fund IV, Inc., Puerto Rico
Investors Tax-Free Fund V, Inc., Puerto Rico Investors Tax-
Free Fund VI, Inc., Puerto Rico Mortgage-Backed & U.S. Government
Securities Fund, Inc., Tax-Free Puerto Rico Fund, Inc., Tax-Free
Puerto Rico Fund II, Inc., and Tax-Free Puerto Rico
Target Maturity Fund, Inc.
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: jsanchez@lsplawpr.com
alavergne@lsplawpr.com
mvazquez@lsplawpr.com
- and -
Glenn M. Kurtz
John K. Cunningham
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
- and -
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
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. On July 2, 2017, a Title III case was commenced for the
Puerto Rico Electric Power Authority ("PREPA").
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, and management of other pretrial proceedings.
Joint administration of the Title III cases, under Lead Case No.
17-3283, was granted on June 29, 2017.
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
Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA,
and PREPA.
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. The Creditors Committee tapped Paul Hastings LLP and
O'Neill & Gilmore LLC as counsel.
PUERTO RICO: ERS Bondholders Sue U.S. in Court of Federal Claims
----------------------------------------------------------------
Owners of secured bonds issued by the Employees Retirement
System of the Government of the Commonwealth of Puerto Rico (the
"ERS") -- namely, Altair Global Credit Opportunities Fund (A),
LLC, Andalusian Global Designated Activity Company, Glendon
Opportunities Fund, L.P., Mason Capital Master Fund LP, Nokota
Capital Master Fund, L.P., Oaktree-Forrest Multi-Strategy, LLC
(Series B), Oaktree Opportunities Fund IX, L.P., Oaktree
Opportunities Fund IX (Parallel 2), L.P., Oaktree Value
Opportunities Fund, L.P., Ocher Rose, L.L.C., and SV Credit, L.P.
-- commenced an action against the United States in the in the
Court of Federal Claims, the Washington Tribunal that handles
claims against the federal government.
To recall, on May 21, 2017, the ERS commenced a proceeding under
Title III of the Puerto Rico Oversight, Management, and Economic
Stability Act.
On May 31, 2017, the ERS Secured Creditors filed a motion for
adequate protection and for relief from the automatic stay.
On June 28, 2017, the Court held a hearing on the Motion and
directed the parties to submit any stipulation by July 10, 2017,
as to any agreement to resolve the Motion. The parties later
agreed to extend that period to July 14, 2017.
Two days after the hearing, on June 30, 2017, the Financial
Oversight and Management Board for Puerto Rico -- which is a
federal entity for constitutional purposes pursuant to the
analysis of the United States Supreme Court in Lebron v. Nat'l
R.R. Passenger Corp., 513 U.S. 374 (1995) -- and the Commonwealth
enacted Joint Resolution 188, which transferred the ERS Secured
Creditors' collateral to the Commonwealth without compensation of
any kind.
This occurred while negotiations were underway to resolve the
Motion and during the pendency of the automatic stay.
On July 14, 2017, the parties entered into a stipulation resolving
the Motion, which the Court approved on July 17, 2017. The
stipulation contemplated that the ERS Secured Creditors would
commence litigation to challenge Joint Resolution 188 and reserved
all rights with respect to this legislation.
As contemplated by the stipulation, on July 19, 2017, the ERS
Secured Creditors commenced an action in the Court of Federal
Claims against the United States to obtain just compensation for
the taking of property effected by Joint Resolution 188.
Under the Tucker Act, the Court of Federal Claims has exclusive
jurisdiction over such an action pursuant to 28 U.S.C. Sec.
1491(a)(1).
The ERS Secured Bondholders are represented by law firms Delgado &
Fernandez, LLC, and Jones Day.
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. On July 2, 2017, a Title III case was commenced for the
Puerto Rico Electric Power Authority ("PREPA").
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, and management of other pretrial proceedings.
Joint administration of the Title III cases, under Lead Case No.
17-3283, was granted on June 29, 2017.
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
Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA,
and PREPA.
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. The Creditors Committee tapped Paul Hastings LLP and
O'Neill & Gilmore LLC as counsel.
PUERTO RICO: Oversight Board Appoints Revitalization Coordinator
----------------------------------------------------------------
The Financial Oversight and Management Board for Puerto Rico
created by Congress under the bipartisan Puerto Rico Oversight,
Management and Economic Stability Act confirmed July 24, 2017, the
appointment of Noel Zamot as Revitalization Coordinator.
Born and raised in Puerto Rico, Mr. Zamot is a fully bilingual
senior executive with 25 years of experience in the aerospace and
defense (A&D) industry with a proven track record in government,
large-scale commercial enterprises and startup ventures. He will
be tasked with identifying, coordinating and accelerating the
execution of critical infrastructure projects in Puerto Rico
through Title V of the Puerto Rico Oversight, Management and
Economic Stability Act (PROMESA).
The Oversight Board has concentrated its efforts on the three
critical areas that will move Puerto Rico's turnaround towards
recovery: debt restructuring, fiscal reform and economic
development. In the area of economic development, PROMESA
provides a powerful tool to aid Puerto Rico's recovery with Title
V and the Critical Project Process. The newly appointed
Revitalization Coordinator will lead the implementation of this
process which will positively impact the Island's economic
activity and job creation through energy and infrastructure
capital improvements.
"The success of PROMESA's Title V mandate is based on the strength
of the partnership between local and federal government agencies
and private investors to support critically needed economic growth
in Puerto Rico. Noel Zamot's successful career and multifaceted
experience interfacing between the government and the private
sector in critical defense infrastructure areas will allow him to
hit the ground running to foster strategic infrastructure
investment expeditiously," said Jose B. Carrion, Chairman of the
Oversight Board, who noted that the Governor of Puerto Rico,
Ricardo Rossello Nevares, was consulted and agreed on the
designation.
Under Zamot's leadership, and in coordination with Government of
Puerto Rico officials, the Oversight Board will evaluate project
submissions and designate projects that meet the criteria
established in PROMESA for energy and infrastructure projects that
address critical needs and help jumpstart the economy. This
designation will enable expedited permitting processes that will
allow key infrastructure projects to be delivered faster with the
consequent positive impact on job growth.
"I am honored by this opportunity to serve and give back to Puerto
Rico, my birthplace, and contribute to its success. Over more
than two decades of professional experience I have seen firsthand
how investments in infrastructure can have a catalyzing effect on
economic growth and prosperity. I look forward to working with
government and the private sector to establish the conditions for
future growth and to increase investment in our island. I am
committed to exceeding the expectations of the Oversight Board,
and plan to devote all my energy to working with them and the
Executive Director to achieve the objectives ahead," said Zamot.
Zamot's appointment ends the interim role served by Aaron C.
Bielenberg, who is credited by the Oversight Board for developing
and putting in place the criteria and processes for the Critical
Projects Program.
"We thank Mr. Bielenberg for establishing the bases for this
program, which is paramount to propel short and long-term economic
development, create jobs and bring back opportunity to all in
Puerto Rico as soon as possible. He worked closely with the
Oversight Board and the Government of Puerto Rico developing the
fiscal plans for the Commonwealth as well as for key covered
instrumentalities, such as PREPA, PRASA and the HTA, laying the
foundation for the pipeline of P3 and other critical energy and
infrastructure projects to be expedited in Puerto Rico. His
contribution was extremely valuable and we look forward to having
him continue to assist us as part of our consulting team. The
groundwork is in place and we look forward to having Mr. Zamot
promptly take it to the next level. He brings a progressive
vision, a broad set of skills, experience and constructive
judgment that will quickly translate into visible results," added
Oversight Board Executive Director Natalie Jaresko.
Noel Zamot's professional background includes work at the United
States Space Command at the Peterson Air Force Base in Colorado,
NATO, and the Wyle Aerospace Group's Acquisition Management
Division. He founded Corvus Analytics, a cyber-security firm that
currently delivers cutting edge security and assured autonomy
solutions to clients in aviation, autonomous systems, robotics and
critical infrastructure.
Zamot holds an MBA from the Sloan School of Management at MIT; an
MA from the National Security Strategy, National Defense
University, Ft McNair, Washington, DC; an MS in Aerospace
Engineering from the University of Michigan; an SB, in
Aeronautical and Aerospace Engineering from MIT; and a Management
Degree from Escuela de Administracion de Empresas para Graduados
(ESAN) in Lima, Peru. Zamot is also a Graduate of the USAF Test
Pilot School at Edwards AFB in California.
Contact:
Jose Luis Cedeno
Tel: 787-400-9245
E-mail: jcedeno@forculuspr.com
Edward Zayas
Tel: 787-975-8696
E-mail: ezayas@forculuspr.com
info@forculuspr.com
Board's Contact Information:
E-mail: comments@oversightboard.pr.gov
Web site: www.oversightboard.pr.gov
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. On July 2, 2017, a Title III case was commenced for the
Puerto Rico Electric Power Authority ("PREPA").
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, and management of other pretrial proceedings.
Joint administration of the Title III cases, under Lead Case No.
17-3283, was granted on June 29, 2017.
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
Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA,
and PREPA.
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. The Creditors Committee tapped Paul Hastings LLP and
O'Neill & Gilmore LLC as counsel.
=================
V E N E Z U E L A
=================
VENEZUELA: US Orders Families of Embassy Employees to Leave
-----------------------------------------------------------
Felicia Schwartz at The Wall Street Journal reports that the State
Department ordered family members of American employees at the
U.S. embassy in Caracas to leave Venezuela, days ahead of a
contentious vote that Washington has warned could undermine the
South American nation's democracy.
The State Department said that it also will facilitate voluntary
departures of American government employees from the U.S. mission
in Caracas amid deepening instability, according to The Wall
Street Journal.
The report notes that the announcement, contained in a travel
warning for the country, said that the State Department will be
limiting movement of the employees who remain in Caracas and
advises all Americans against traveling to the country due to
"social unrest, violent crime and pervasive food and medicine
shortages."
The move comes a day after the Trump administration imposed
sanctions against 13 Venezuelan officials for alleged corruption,
human-rights violations and undermining the country's democracy,
the report relays.
Venezuela faces a vote to elect an assembly tasked with rewriting
the country's constitution, the report says. Venezuela's
opposition coalition is boycotting those efforts, the report
discloses.
Following the election, the assembly would become the country's
supreme political institution and would have the power to rewrite
the constitution and dissolve the opposition-dominated congress,
the report notes.
President Donald Trump warned against the move in a statement.
"If the Maduro regime imposes its Constituent Assembly on July 30,
the United States will take strong and swift economic actions," he
said, the report adds.
As reported on Troubled Company Reporter-Latin America on July 13,
2017, S&P Global Ratings lowered its long-term foreign and local
currency sovereign credit ratings on the Bolivarian Republic of
Venezuela to 'CCC-' from 'CCC'. The outlook on the long-term
ratings is negative. S&P said, "We affirmed our 'C' short-term
foreign and local currency sovereign ratings. In addition, we
lowered our transfer and convertibility assessment on the
sovereign to 'CCC-' from 'CCC'."
=================
X X X X X X X X X
=================
* BOND PRICING: For the Week From July 24 to July 28, 2017
----------------------------------------------------------
Issuer Name Cpn Price Maturity Country Curr
----------- --- ----- -------- ------- ---
BA-CA Finance Cayman Lt 0.518 62.07 KY EUR
CSN Islands XII Corp 7 68 BR USD
CSN Islands XII Corp 7 67.75 BR USD
Decimo Primer Fideicomi 4.54 52.63 10/25/2041 PA USD
Decimo Primer Fideicomi 6 63.5 10/25/2041 PA USD
Dolomite Capital Ltd 13.26 67.2 12/20/2019 CN ZAR
Empresa de Telecomunica 7 73.14 1/17/2023 CO COP
Empresa de Telecomunica 7 73.14 1/17/2023 CO COP
ESFG International Ltd 5.75 0.66 KY EUR
General Shopping Financ 10 72.5 KY USD
General Shopping Financ 10 71.7 KY USD
Global A&T Electronics 10 74 2/1/2019 SG USD
Global A&T Electronics 10 74.5 2/1/2019 SG USD
Global A&T Electronics 10 65.5 2/1/2019 SG USD
Global A&T Electronics 10 65 2/1/2019 SG USD
Gol Finance 8.75 63 BR USD
Gol Finance 8.75 63.88 BR USD
Gol Linhas Aereas SA 10.75 34.63 2/12/2023 BR USD
Gol Linhas Aereas SA 10.75 34.63 2/12/2023 BR USD
Inversora Electrica de 6.5 55 9/26/2017 AR USD
Inversora Electrica de 6.5 55 9/26/2017 AR USD
MIE Holdings Corp 7.5 75.16 4/25/2019 HK USD
MIE Holdings Corp 7.5 75.26 4/25/2019 HK USD
NB Finance Ltd/Cayman I 3.88 58.01 2/7/2035 KY EUR
Newland International P 9.5 19.88 7/3/2017 PA USD
Newland International P 9.5 19.88 7/3/2017 PA USD
Noble Holding Internati 5.25 72.98 3/15/2042 KY USD
Ocean Rig UDW Inc 7.25 39 4/1/2019 CY USD
Ocean Rig UDW Inc 7.25 38 4/1/2019 CY USD
Odebrecht Drilling Norb 6.35 48.5 6/30/2021 KY USD
Odebrecht Drilling Norb 6.35 47.25 6/30/2021 KY USD
Odebrecht Finance Ltd 7.5 49 KY USD
Odebrecht Finance Ltd 4.3 48.29 4/25/2025 KY USD
Odebrecht Finance Ltd 7.12 48.2 6/26/2042 KY USD
Odebrecht Finance Ltd 5.25 46.15 6/27/2029 KY USD
Odebrecht Finance Ltd 7 57.02 4/21/2020 KY USD
Odebrecht Finance Ltd 5.12 53.51 6/26/2022 KY USD
Odebrecht Finance Ltd 8.25 70.88 4/25/2018 KY BRL
Odebrecht Finance Ltd 6 51.47 4/5/2023 KY USD
Odebrecht Finance Ltd 5.25 45.92 6/27/2029 KY USD
Odebrecht Finance Ltd 7.1 47.82 6/26/2042 KY USD
Odebrecht Finance Ltd 7.5 49.25 KY USD
Odebrecht Finance Ltd 4.3 48.39 4/25/2025 KY USD
Odebrecht Finance Ltd 6 51.77 4/5/2023 KY USD
Odebrecht Finance Ltd 8.2 70.88 4/25/2018 KY BRL
Odebrecht Finance Ltd 7 56.85 4/21/2020 KY USD
Odebrecht Finance Ltd 5.1 52.99 6/26/2022 KY USD
Odebrecht Offshore Dril 6.6 39.64 10/1/2022 KY USD
Odebrecht Offshore Dril 6.7 36.44 10/1/2022 KY USD
Odebrecht Offshore Dril 6.6 38.79 10/1/2022 KY USD
Odebrecht Offshore Dril 6.7 38.75 10/1/2022 KY USD
Petroleos de Venezuela 12.75 67.19 2/17/2022 VE USD
Petroleos de Venezuela 9 58.28 11/17/2021 VE USD
Petroleos de Venezuela 6 40.32 5/16/2024 VE USD
Petroleos de Venezuela 9.75 50.15 5/17/2035 VE USD
Petroleos de Venezuela 6 38.22 11/15/2026 VE USD
Petroleos de Venezuela 5.37 37.39 4/12/2027 VE USD
Petroleos de Venezuela 5.5 37.1 4/12/2037 VE USD
Petroleos de Venezuela 6 41.25 10/28/2022 VE USD
Petroleos de Venezuela 6 40.01 5/16/2024 VE USD
Petroleos de Venezuela 9 58.11 11/17/2021 VE USD
Petroleos de Venezuela 6 38.13 11/15/2026 VE USD
Petroleos de Venezuela 12.75 67.2 2/17/2022 VE USD
Petroleos de Venezuela 9.75 49.94 5/17/2035 VE USD
Polarcus Ltd 5.6 60 3/30/2022 AE USD
Siem Offshore Inc 5.8 49.75 1/30/2018 NO NOK
Siem Offshore Inc 5.59 50.25 3/28/2019 NO NOK
STB Finance Cayman Ltd 2.04 58.35 KY JPY
Sylph Ltd 2.36 50.93 9/25/2036 KY USD
Uruguay Notas del Tesor 5.25 68.02 12/29/2021 UY UYU
US Capital Funding IV L 1.25 51.35 12/1/2039 KY USD
US Capital Funding IV L 1.25 51.35 12/1/2039 KY USD
USJ Acucar e Alcool SA 9.87 67.5 11/9/2019 BR USD
USJ Acucar e Alcool SA 9.87 65.75 11/9/2019 BR USD
Venezuela Government In 9.25 48.75 5/7/2028 VE USD
Venezuela Government In 13.63 82.58 8/15/2018 VE USD
Venezuela Government In 9 51.75 5/7/2023 VE USD
Venezuela Government In 9.37 49 1/13/2034 VE USD
Venezuela Government In 7 71.88 12/1/2018 VE USD
Venezuela Government In 9.25 52 9/15/2027 VE USD
Venezuela Government In 7.65 46.38 4/21/2025 VE USD
Venezuela Government In 13.63 82.58 8/15/2018 VE USD
Venezuela Government In 7.75 61.75 10/13/2019 VE USD
Venezuela Government In 11.95 58.13 8/5/2031 VE USD
Venezuela Government In 6 53.75 12/9/2020 VE USD
Venezuela Government In 12.75 67 8/23/2022 VE USD
Venezuela Government In 7 44 3/31/2038 VE USD
Venezuela Government In 6.5 36.53 12/29/2036 VE USD
Venezuela Government In 8.25 47.75 10/13/2024 VE USD
Venezuela Government In 11.75 57.75 10/21/2026 VE USD
Venezuela Government TI 5.25 69.59 3/21/2019 VE USD
***********
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, 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
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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 * * *