/raid1/www/Hosts/bankrupt/TCRLA_Public/171213.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

          Wednesday, December 13, 2017, Vol. 18, No. 247


                            Headlines



A R G E N T I N A

ARGENTINA: Moody's B2 Sovereign Rating Upgrade Reflects Progress


B R A Z I L

BRAZIL: New Bank Resolution Law May Cut Banks' IDRs, Fitch Says
GOL LINHAS: Reports Robust November Traffic Figures
GOL LINHAS: S&P Raises Global Scale CCR to 'B-', Outlook Positive


D O M I N I C A N   R E P U B L I C

DOMINICAN REPUBLIC: Nov. Prices Climb 0.76%, Paced by Transport


J A M A I C A

JAMAICA: Unemployment Rate is at 8-Year Low, IMF Says


M E X I C O

CONSUBANCO SA: Fitch Affirms BB- LT IDR; Assigns Neg. Outlook
SIXSIGMA NETWORKS: Moody's Hikes CFR & Sr. Unsecured Rating to B1
VERACRUZ: Moody's Withdraws Ba2 Global Scale Rating on Two Loans


P E R U

INKIA ENERGY: Moody's Rates Prop. $150MM Add'l. Sr. Unsec Note Ba3
INKIA ENERGY: Fitch Rates Senior Unsecured Bond Due 2027 'BB'


P U E R T O    R I C O

BEBE STORES: Will Voluntarily Delist Its Shares from Nasdaq
METROPISTAS: Moody's Lowers Rating on $435MM Senior Notes to B1
SRC LIQUIDATION: Court Denies Bid to Dismiss CareSource's Lawsuit
TOYS "R" US: Has Court OK to Pay Bankruptcy Bonuses
TOYS "R" US: Creditors Seek Key Docs Related to Debt Transactions

TOYS R US: Commitments Under Tru Taj Facility Reduced to GBP115MM
TOYS R US: Trebled Pay Package to UK Boss Prior to Collapse


T R I N I D A D  &  T O B A G O

NATIONAL FLOUR: Rice Farmers Threaten to Sue Firm


V E N E Z U E L A

VENEZUELA: S&P Lowers Global Bond Issue Ratings to 'D'
VENEZUELA: Opposition Dismisses Mayoral Elections as Fraudulent


                            - - - - -


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A R G E N T I N A
=================


ARGENTINA: Moody's B2 Sovereign Rating Upgrade Reflects Progress
----------------------------------------------------------------
The recent rating upgrade on Argentina, to B2 from B3, reflects
progress in key reform measures aimed at reducing long-standing
economic distortions, as well as the improving economic outlook,
Moody's Investors Service says in a new report.

The administration of Argentine President Mauricio Macri has
implemented a host of reforms that are designed to stabilize the
economy and reduce the fiscal deficit in coming years. Legislative
midterm elections in October strengthened the administration's
hand, which will support additional tax, labor and pension
reforms. Moody's expects positive economic trends to continue and
to deepen in 2018 and 2019, leading to increased support for the
government's economic agenda.

Recent and related rating actions taken by Moody's reflect the
upgrade on the sovereign rating. Moody's upgraded ratings on 18
Argentine financial institutions, reflecting an improved operating
environment and improving growth and inflation forecasts. Moody's
also upgraded 12 non-financial corporate entities in Argentina,
including five that have reduced exposure to local operating and
financial risk. In addition, Moody's upgraded ratings of 12
Argentine sub-sovereigns, reflecting their strong macroeconomic
and financial linkages to the federal government.

The report explains the connections between various sectors and
the sovereign rating, and examines some of the measures and data
that prompted the rating changes across sectors.


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B R A Z I L
===========


BRAZIL: New Bank Resolution Law May Cut Banks' IDRs, Fitch Says
---------------------------------------------------------------
The Brazilian government is likely to approve a new bank
resolution law in the coming months that could affect sovereign
support-driven bank Issuer Default Ratings, Fitch Ratings says.
The new resolution regime is expected to exert downward pressure
on Brazil's systemically important banks' (DSIB) Support Rating
Floors, which currently range from 'BB-' to 'BB'. Senior debt
ratings would also be revised should the new law establish that
this class of debt ranks below unsecured deposits in the bank
creditor hierarchy.

A key aspect of the law will be the bail-in mechanism, which will
define the hierarchy of loss absorption by each type of creditor
in the event of resolution. Fitch believe it will be broadly
similar to those adopted in North America and Europe.

Fitch expects the following loss absorption creditor hierarchy to
be established in the case of a bank's resolution, in the
following order: (i) shareholders and creditors without any type
of guarantee mechanism; (ii) qualified senior investors and
general depositors (ranking to be determined); (iii) a bank
resolution fund (the final form of which is to be determined); and
(iv) the government, which will decide whether it is necessary to
inject public resources into the bank.

It is not clear whether the law will create differentiation in the
treatment between senior-unsecured debt and other classes of
unsecured debt (such as time deposits, savings accounts, CDBs,
LCAs, LCIs, etc.). Nevertheless, the Brazilian deposit insurance
fund (Fundo Garantidor de Credito) will continue to guarantee
general depositors (up to BRL250,000 per investor).

The new law should also address other aspects of bank resolution
such as the role of bridge banks (banks that will temporarily
manage the assets and liabilities of problem banks); the process
of defining a bank as a 'good' or a 'bad' bank; and the creation
of a more competitive process for the acquisition of problem
banks.

Potential revision to the determination of a bank's point of non-
viability (PONV) by regulators should not cause changes in the
ratings of hybrid issuances. Fitch also do not expect any type of
exceptions or policies in the law that are not aligned with the
recommendations of the Financial Stability Board.

The new resolution regime approach is likely to reduce the
probability of imposing losses on taxpayers in cases of bank
failures or defaults. The introduction of a formal resolution
framework will also bring more transparency to market participants
and clarify when regulators can intervene and under what
circumstances losses can be imposed on shareholders and bank
creditors.

In the past, federal assistance programs to the banking sector,
namely PROER and PROES, have provided more than BRL80 billion in
resources for the restructuring of public and private banks. The
approval of the Fiscal Responsibility Law in 2000, made it more
difficult to use public resources in such situations. The creation
of the FGC in 1995 guaranteed the deposits of individual
depositors within established limits and its scope expanded in
2008, providing emergency funding lines to certain banks under
specific conditions.


GOL LINHAS: Reports Robust November Traffic Figures
----------------------------------------------------
Nasdaq.com reports that shares of GOL Linhas Aereas Inteligentes
S.A. GOL have performed exceedingly well so far this year, gaining
in excess of 100% and significantly outperformed the Zacks Airline
industry 's rally of 11.8%.

Ushering in further good news, the carrier recently unveiled an
impressive November traffic report. Traffic, measured in revenue
passenger kilometers (RPK), increased 7.1% to 3.12 billion in the
month, according to Nasdaq.com.

On a year-over-year basis, consolidated capacity (or available
seat kilometers/ASKs) rose 2.8% to 3.81 billion, primarily because
of the expansion of 2% and 9.8% in domestic and international
capacity, respectively, the report notes.  Domestic and
international RPK in November also improved 7.2% and 6.3%,
respectively, the report relays.  The carrier further witnessed a
6.3% increase in passenger count in the same period, the report
says.

Load factor -- percentage of seats filled by passengers -- rose to
81% from 77.8% a year-ago, owing to traffic expansion exceeding
capacity growth, the report notes.

At the end of the first 11 months of 2017, RPK increased 3.1%
while ASK inched up 0.3%, the report relays.  Moreover, load
factor for the period improved 220 basis points to 79.6%, the
report says.  However, the company recorded a 4.6% reduction in
the number of seats on a year-to-date basis while volume of
departures fell 4.9%, the report adds.

                        2018 Outlook

Gol Linhas, which competes with the likes of Copa Holdings CPA in
the Latin American space, issued a bullish outlook for 2018 backed
by an improved economy, the report notes.  The company expects
operating earnings before interest, taxes, depreciation and
amortization (EBITDA) margin of around 16% (the metric is
estimated to be around 14% in 2017). Additionally, the carrier
projects an average fleet size of 118 (2017 projection stands at
116) and expects capacity (available seat kilometers) to expand
between 1% and 3% in 2018, the report relays.  Volume of
departures are anticipated to grow in the band of 1% to 3% (2017
guidance projects the metric to decline approximately 5%), the
report says.

Another important metric, load factor (percentage of seats filled
by passengers) is projected in the band of 79% to 80% in 2018 (the
metric is estimated to be around 79% in 2017), the report relays.
Going forward, we expect the company's focus on capacity
discipline to result in increasing yields, the report discloses.

           Zacks Rank & Other Stocks to Consider

Gol Linhas sports a Zacks Rank #1 (Strong Buy).  Investors
interested in the airline space may also consider Deutsche
Lufthansa AG DLAKY and SkyWest, Inc. SKYW, the report notes.
While SkyWest sports a Zacks Rank #1, Deutsche Lufthansa carries a
Zacks Rank #2 (Buy), the report relays.

          Dec. 11's Stocks from Zacks' Hottest Strategies

It's hard to believe, even for us, Zacks said, the report relays.
But while the market gained +18.8% from 2016 - Q1 2017, our top
stock-picking screens have returned +157.0%, +128.0%, +97.8%,
+94.7%, and +90.2% respectively, the report notes.

And this outperformance has not just been a recent phenomenon.
Over the years it has been remarkably consistent, the report
notes.  From 2000 - Q1 2017, the composite yearly average gain for
these strategies has beaten the market more than 11X over, the
report relays.  Maybe even more remarkable is the fact that we're
willing to share their latest stocks with you without cost or
obligation, the report adds.


GOL LINHAS: S&P Raises Global Scale CCR to 'B-', Outlook Positive
-----------------------------------------------------------------
On Dec. 8, 2017, S&P Global Ratings raised its global scale
corporate credit and issue-level ratings on Gol Linhas Aereas
Inteligentes S.A. (Gol) to 'B-' from 'CCC+'. S&P said, "At the
same time, we raised the Brazilian national scale corporate rating
on the company to 'brBB' from 'brB'. We have also assigned a final
'B-' issue-level rating on Gol's debt issuance of $500 million due
2025. We removed all the ratings from CreditWatch positive, where
we placed them on Nov. 27, 2017. The outlook on the corporate
ratings is positive."

The issue-level rating on Gol's new senior unsecured debts is the
same as the corporate credit rating. S&P assigns a final recovery
rating of '3', given meaningful expected recovery of about 60%
(rounded). Both ratings are in line with the preliminary ratings
that we assigned Nov. 27, 2017.

The upgrade markets. This is also because of Gol's consistently
improving operating performance through efforts to enhance
operating reflects Gol's improved liquidity, which resulted from
the successful issuance of senior unsecured notes that will allow
the company to improve its capital structure and reduce interest
burden. S&P said, "In addition, we believe that the debt
refinancing strengthens the company's market perception and
general access to credit and capitalefficiency to take advantage
of the recovering market trends in Brazil. These trends support
our expectations of Gol's stronger margins, which are likely to
remain consistently above 25% compared to below 20% for the two
years, and consequent expectation of more robust cash generation
and credit metrics."

These factors drive the positive outlook on the company.

Conditions in Brazil's airline market continue to improve
following the domestic economy's resumption of growth. The
industry has gone through a significant adjustment phase, which
rebalanced supply and demand. In that sense, Gol has reduced its
fleet by about 20% and revised its route strategy. The latter,
along with increasing demand and ancillary services (with a full
year of luggage and onboard catering charges), should ticket
prices and  load factors to rise. S&P said, "As a result, we
expect the company's operating margin to rise and capacity to
increase about 3% in 2018. In addition, even though we expect some
increase in fuel prices in line with our forecast of oil prices
(Brent oil at $55 per barrel in 2018, up from $50 in 2017), we
believe the company's hedging strategies to lessen the potential
impact on its cost base." Nonetheless, part of its costs that are
not protected by currency or fuel hedges remain exposed to
exchange rates variations, adding volatility to the company's
profitability.

The recent $500 million senior unsecured notes issuance is part of
the company's efforts to continue improving its capital structure.
S&P said, "We expect Gol to use the proceeds to prepay more
expensive debt, including the recently tendered 2022 notes, and
boost its cash position prior to considerable maturities in 2018
and 2019. As a result, we expect interest expense to decline over
the coming years, which combined with more robust cash generation,
is likely to bolster Gol's financial metrics in the next few
quarters."


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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 REPUBLIC: Nov. Prices Climb 0.76%, Paced by Transport
---------------------------------------------------------------
Dominican Today reports that Nov. prices climbed 0.76% compared
with Oct., placing the accumulated inflation during the January-
Nov. period at 3.20 percent.

The Central Bank posted the figures on its website on Mon., and
notes that year-on-year inflation, from Nov. 2016 to Nov. 2017 was
4.14%, "around the target center of 4.0% (Ò 1.0%)," according to
Dominican Today.

"The groups with the highest incidence in the variation of the
general index in the month of November were Transportation, Food
and Non-Alcoholic Beverages and Housing, which together
contributed 92.8% of inflation for the month of November," the
Central Bank said, the report notes.

As reported in the Troubled Company Reporter-Latin America on
Nov. 20, 2017, Fitch Ratings has affirmed Dominican Republic's
Long-Term Foreign-Currency Issuer Default Rating (IDR) at 'BB-'
with a Stable Outlook.


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J A M A I C A
=============


JAMAICA: Unemployment Rate is at 8-Year Low, IMF Says
-----------------------------------------------------
An International Monetary Fund (IMF) staff team led by Uma
Ramakrishnan visited Kingston from December 4 to 8, 2017, to take
stock of progress on Jamaica's economic reform program supported
by the IMF's precautionary Stand-By Arrangement (SBA).  This was
an interim visit with no associated Board discussion; the third
review under the SBA is planned for February 2018, in conjunction
with the 2018 Article IV Consultation.

At the end of the visit, Ms. Ramakrishnan issued the following
statement:

"Despite the toll of weather swings on growth, Jamaica's
unemployment rate is at 8-year low, with record high employment
levels. Inflation is modest, and expectations are anchored in the
medium-term target range of 4-6 percent. Non-borrowed net
international reserves remain above the program target, supported
by robust tourism inflows and a moderate current account deficit.

"The primary surplus exceeded the program target at end-September
largely as a result of continued buoyant corporate income taxes.
The tax revenues overperformance is being allocated, inter alia,
to post-flooding repairs and national security initiatives under
the supplementary budget.

"Delayed public sector wage negotiations pose significant
budgetary risks. The IMF team and the Jamaican authorities
concurred on the urgent need to accelerate these negotiations. The
team reiterated that wage containment is critical to release
resources for the much-needed social and growth-enhancing
spending. More fundamentally, it is essential to make the public
sector smaller, more agile and more efficient. The process for
rolling out the early retirement program for public sector
employees has begun, with an expected completion point of April,
2018. As agreed with the authorities, it is important to calibrate
this program in such a way that long-term gains outweigh its
short-term costs.

"The Bank of Jamaica (BoJ) Foreign Exchange Intervention and
Trading Tool (B-FXITT) is supporting sustained foreign exchange
(FX) market development. The central bank has also started
reducing the FX surrender requirement and is contemplating the
roll-out of buy FX auctions as a more transparent and market-based
approach to build FX reserves.

"The envisaged revisions to the BOJ Act -- including changes to
the mandate, governance structure and BOJ balance sheet -- are
critical to the shift to full-fledged inflation targeting. The IMF
team also discussed the financial sector resolution framework and
the way forward on non-bank regulations.

"The IMF team met with Prime Minister Andrew Holness, Finance
Minister Audley Shaw, Bank of Jamaica Governor Brian Wynter, State
Minister Fayval Williams, State Minister Rudyard Spencer,
Ambassador Nigel Clarke, Acting Financial Secretary Darlene
Morrison, Planning Institute Director General Wayne Henry, senior
government officials, as well as members of the private sector,
the three program monitoring committees, women leaders and
academics, agricultural sector, labor unions, the opposition and
civil society.

"The IMF staff team would like to thank the Jamaican authorities
for their continued hospitality and collaboration."

As reported in the Troubled Company Reporter-Latin America,
S&P Global Ratings affirmed on Sept. 25, 2017, its 'B' long- and
short-term foreign and local currency sovereign credit ratings on
Jamaica. The outlook on the long-term rating remains stable. At
the same time, S&P Global Ratings affirmed its 'B+' transfer and
convertibility assessment on the country.


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M E X I C O
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CONSUBANCO SA: Fitch Affirms BB- LT IDR; Assigns Neg. Outlook
-------------------------------------------------------------
Fitch Ratings has affirmed Consubanco, S.A., Institucion de Banca
Multiple's (Consubanco) Long-Term Foreign and Local Currency
Issuer Default Ratings (IDRs) at 'BB-', its Viability Rating (VR)
at 'bb-', and its Long-Term National scale rating at 'A-(mex)'.
Fitch has removed the ratings from Negative Watch and assigned a
Negative Rating Outlook to the long-term ratings. A full list of
rating actions follows at the end of this release.

The removal of the Rating Watch Negative reflects the recent
lessening of Consubanco's immediate liquidity pressures and
refinancing risk. Consubanco has taken certain actions to deal
with its closest debt maturities (MXN2.4 billion in the next four
months) in a relatively short amount of time. Specifically, the
bank has issued two additional local senior unsecured debt notes
of MXN1.5 billion that in part will be used to pay their notes due
in late 2017 and the next set due March 2018. Consubanco also has
contracted credit lines with related parties for about MXN1,700
million and made a private securitization, actions that Fitch
believes will help to further release pressures on the bank's
refinancing risk. Removal of the Negative Watch also reflects
Consubanco's current available alternatives (close to MXN1,700
million) to face its following debt maturities and projected loan
growth.

The Negative Outlook reflects the still above risk appetite in
Consubanco's liquidity management. The company will also face
challenges in 2018 to refinance its next debt maturities and
continue to finance projected loan growth given its still
unfavorable funding profile compared to its closest peers. The
Negative Outlook also considers Consubanco's challenges to make
structural changes in its funding profile, specifically by
reducing its balance sheet tenor mismatches. Consubanco has yet to
demonstrate a commitment to reduce its risk appetite through
liquidity management, a situation that led Fitch's one notch
downgrade the company's VR and IDRs in June 2017.

KEY RATING DRIVERS
VR, IDRS, NATIONAL RATINGS AND SENIOR DEBT

Consubanco's IDRs, National and senior debt ratings are driven by
its VR. This reflects the bank's strong position within the pay-
roll-deductible loans segment but with a still small franchise and
market share in the Mexican financial system. The ratings also
weigh the bank's solid financial performance over the economic
cycle in a highly competitive environment, well-contained asset
quality metrics, sound although declining profitability, and a
reasonable capital adequacy position. Its liquidity profile
management remains as a major challenge, given its reliance on
market-driven funding. In addition, Consubanco's ratings are
constrained by the challenging operating and competitive
environment of its business segment, and the operational and
political risks inherent to the sector.

Consubanco's sound profitability benefits from relatively high net
interest margins (NIM), despite the reduction experienced over the
past few months. The reduction resulted from lower interest
charged to its portfolio due to prepayments in the last year and
the increasing funding costs. As of 3Q17, Consubanco's operating
ROA to Risk Weighted Assets (RWAs) stood at 3.4%, down from 10%.
Fitch expects the bank's profitability to remain challenged by
increased competition, higher interest rates in Mexico, and credit
costs.

Consubanco's asset quality metrics have remained stable and
improved during the past years, in part due to its strategy of
focusing on public entities whose payroll disbursements are made
by the federal government. As of the third quarter of 2017 (3Q17),
the bank's non-performing loan (NPL) ratio, as calculated by
Fitch, which include as impaired the receivables in arrears from
dependencies, stood at 7%, while the reserve coverage ratio was
133.9%.

Consubanco's funding has historically been wholly reliant on
wholesale sources, mainly market debt issuances which expose the
bank to refinancing risks under uncertain and volatile scenarios.
Consubanco's funding mix is changing towards a structure with
better planned maturities. As of 3Q17, its funding base was
composed in 41% of senior unsecured debt issuances, 48% short-term
bank securities (certificates of deposits and promissory notes)
and is gradually increasing its access to alternative resources
such as credit lines from financial institutions and
securitizations. Despite its banking license, deposits represent
only 5% of its funding mix, which highlights the reliance on
wholesale funding options. One of the limited sources of comfort
on that regard arises from the potential access to contingent
liquidity funds, given its nature as a fully-licensed bank.

Consubanco's capital base provides it with a good loss absorption
capacity weighting in its current loan loss reserves and low
borrower concentration, supported by its consistent profit
generation and partial retention of earnings. As of 3Q17,
Consubanco's Fitch Core Capital to Risk Weighted Assets ratio
stood at 12.6% (average 2016 - 2014 of 11.9%) while its tangible
common equity to tangible assets stood at 14.5%.

On top of traditional credit risks, Consubanco is also somewhat
exposed to operational, political and event risks. Failure to
properly implement agreements with employers or unwillingness of
public sector entities to timely and fully disburse retained
collections, changes in municipal and federal leadership, among
others, are potential risk factors that could affect Consubanco
under certain circumstances.

SUPPORT RATING AND SUPPORT RATING FLOOR

The bank's SR of '5' and SRF of 'NF' are driven by its low
systemic importance and reflect Fitch's opinion that external
support for the bank in case of need, although possible, cannot be
relied upon.

RATING SENSITIVITIES
VR, IDRS, NATIONAL RATINGS AND SENIOR DEBT

A revision of the Outlook to Stable would only occur if Fitch
perceives Consubanco's liquidity management risk appetite as
having decreased. This would stem from a strengthening of its
financing profile that decreases its still high dependence on
wholesale funding or its tenor mismatches. Likewise, access to
non-related funding from banks or the development of a stronger
deposit franchise could benefit the ratings.

The ratings could be downgraded if there is deterioration in the
company's liquidity management or if its asset quality declines to
such an extent that it generates a relevant deterioration of its
operating ROA or if its FCC ratio (adjusted for capitalized fee
expenses) decreases below 10%. A material impact derived from
negative developments in political and/or business risks could
also affect the ratings.

SUPPORT RATING AND SUPPORT RATING FLOOR

Given the limited systemic importance of the bank and negligible
share of retail deposits, Fitch believes that the SR and SRF are
unlikely to change in the foreseeable future.

Fitch has affirmed and removed from Rating Watch Negative the
following ratings:

Consubanco, S.A., Institucion de Banca Multiple
-- Foreign Currency (FC) and Local Currency (LC) Long-Term Issuer
    Default Rating (IDR) at 'BB-';
-- Viability Rating at 'bb-';
-- National Long-Term at 'A-(mex)';
-- National Short-Term at 'F2(mex)';
-- Long-Term senior unsecured notes at 'BB-';
-- Long-Term National scale rating for local unsecured debt
    at 'A-(mex)'.

The Rating Outlook is Negative for the Long-Term IDRs and National
Scale ratings.

Fitch has affirmed the following ratings:

Consubanco
-- Foreign and Local Currency Short-Term IDR at 'B';
-- Support Rating at '5';
-- Support Rating floor at 'NF'.


SIXSIGMA NETWORKS: Moody's Hikes CFR & Sr. Unsecured Rating to B1
-----------------------------------------------------------------
Moody's Investors Service has upgraded SixSigma Networks Mexico,
S.A. de C.V.'s ("KIO") corporate family and senior unsecured
ratings to B1 from B2. Moody's also changed the outlook on KIO's
ratings to stable from negative. This action follows the
divestment by KIO of its metropolitan fiber optic business for a
value of approximately USD500 million and the subsequent material
net leverage reduction.

Upgrades:

Issuer: SixSigma Networks Mexico, S.A. de C.V.

-- Corporate Family Rating, Upgraded to B1 from B2

-- Senior Unsecured Regular Bond/Debenture, Upgraded to B1 from
    B2

Outlook Actions:

Issuer: SixSigma Networks Mexico, S.A. de C.V.

-- Outlook, Changed To Stable From Negative

RATINGS RATIONALE

The upgrade to B1 reflects the company's materially improved
financial profile following the sale of its fiber optic business
with a September 2017 pro forma net leverage ratio (net
debt/EBITDA, including Moody's adjustments) improving to around
3.5x from close to 6.0x. While the business profile of KIO will
become less diversified and it will lose a source of high-margin
earnings, this will be more than offset by the improved financial
profile and liquidity.

KIO will use the proceeds of the asset sale primarily to reduce
debt by prepaying USD270 million out of its USD500 million senior
unsecured notes due 2021. The company is contemplating further
liability management in the coming months and the use of the
remaining proceeds of approximately USD140 million (after
deducting tax payments, costs related to the bond redemption and
USD44 million of cash in escrow) is still to be confirmed, but
Moody's expect that the company will use it conservatively to
repay some additional debt (in particular, short-term bank lines)
and/or fund capital spending and asset purchases, while
maintaining credit metrics in line with the B1.

KIO's liquidity has been weak, pressured by high working capital
needs mostly related to delays in accounts receivable collection
and short term maturities under finance leases, and dependent on
short-term bank lines and shareholder capital contributions to
cover these needs. The lower financing costs following the partial
bond redemption will mitigate the lower operating profits post-
divestment and the increased cash balance from the remaining
proceeds will improve KIO's liquidity profile and help cover the
company's next 12-18 months liquidity needs.

The stable outlook reflects Moody's expectation that KIO will
stabilize its operating margins in the next 12-18 months when some
of its large projects mature, while maintaining credit metrics in
line with the B1 and adequate liquidity.

A further upgrade is unlikely in the near term, but KIO's rating
could be upgraded over the longer term if the company improves
materially its margins and maintains an adequate liquidity
profile. Quantitatively, an upgrade could be considered if FFO
margin improves to above 30% and gross leverage (gross
debt/EBITDA, including Moody's adjustments) to below 4.5x on a
sustainable basis.

KIO's ratings could be downgraded if the company's liquidity
position weakens, or if leverage increases to above 5.5x for a
prolonged period.

The principal methodology used in these ratings was Communications
Infrastructure Industry published in September 2017.

Headquartered in Mexico City, KIO provides managed IT
infrastructure services to government and corporate customers,
primarily in Mexico. The company was founded in 2002 and since
then has been engaged in managed IT infrastructure service
solutions, critical connectivity, colocation and cloud computing.
For the 12 months to September 2017, revenues were MXN7.0 billion.
The company is privately owned, controlled by Tresalia Capital, a
private equity fund owned by the Aramburuzabala family.


VERACRUZ: Moody's Withdraws Ba2 Global Scale Rating on Two Loans
----------------------------------------------------------------
Moody's de Mexico has withdrawn the Ba2 (Global Scale, local
currency) and A2.mx (Mexico National Scale) ratings of the
following enhanced loans of the State of Veracruz:

* MXN 1,220 million (original face value) with a maturity of 25
years from Banobras

* MXN 1,500 million (original face value) with a maturity of 20
years from Banco del Baj°o

Also, Moody's de Mexico has withdrawn the Ba3 (Global Scale, local
currency) and A3.mx (Mexico National Scale) ratings of the
following enhanced loans:

* MXN 5,500 million (original face value) with a maturity of 25
years from Inbursa

* MXN 500 million (original face value) with a maturity of 15
years from Banamex

* MXN 4,600 million (original face value) with a maturity of 25
years from Banobras

* MXN 4,500 million (original face value) with a maturity of 20
years from Banorte

* MXN 695 million (original face value) with a maturity of 15
years from Banco Interacciones

* MXN 750 million (original face value) with a maturity of 15
years from Santander

* MXN 1,300 million (original face value) with a maturity of 15
years from Multiva

* MXN 1,500 million (original face value) with a maturity of 20
years from Multiva

* MXN 1,500 million (original face value) with a maturity of 16
years from Banco Interacciones

RATINGS RATIONALE

The ratings have been withdrawn following the prepayment of the 11
loans in November and December of 2017 as a result of Veracruz's
refinancing process.

The methodologies used in these ratings were Regional and Local
Governments published in June 2017, and Rating Methodology for
Enhanced Municipal and State Loans in Mexico published in July
2017.

The period of time covered in the financial information used to
determine State of Veracruz's rating is between 01/01/2012 and
31/12/2016. (source: financial statements of State of Veracruz)

Moody's National Scale Credit Ratings (NSRs) are intended as
relative measures of creditworthiness among debt issues and
issuers within a country, enabling market participants to better
differentiate relative risks. NSRs differ from Moody's global
scale credit ratings in that they are not globally comparable with
the full universe of Moody's rated entities, but only with NSRs
for other rated debt issues and issuers within the same country.
NSRs are designated by a ".nn" country modifier signifying the
relevant country, as in ".za" for South Africa. For further
information on Moody's approach to national scale credit ratings,
please refer to Moody's Credit rating Methodology published in May
2016 entitled "Mapping National Scale Ratings from Global Scale
Ratings". While NSRs have no inherent absolute meaning in terms of
default risk or expected loss, a historical probability of default
consistent with a given NSR can be inferred from the GSR to which
it maps back at that particular point in time. For information on
the historical default rates associated with different global
scale rating categories over different investment horizons.


=======
P E R U
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INKIA ENERGY: Moody's Rates Prop. $150MM Add'l. Sr. Unsec Note Ba3
------------------------------------------------------------------
Moody's Investors Service assigned a Ba3 senior unsecured rating
to Inkia Energy Ltd's (Inkia) proposed $150 million additional
senior unsecured note offering to be issued under the indenture
dated November 9, 2017, pursuant to which Inkia issued initially
the $450 million 5.875% senior unsecured notes due 2027.

Concurrently, Moody's affirmed all of Inkia's existing ratings,
including its Ba3 corporate family rating (CFR). Moody's also
affirmed the ratings of the independent power producer (IPP)
subsidiary Kallpa Generacion S.A. (Kallpa, Baa3 senior unsecured)
as well as Energuate Trust (Ba2 CFR and senior unsecured) with
stable outlooks. The Guatemalan regulated distribution companies
Distribuidora de Electricidad de Occidente, S.A. (DEOCSA) and
Distribuidora de Electricidad de Oriente, S.A. (DEORSA) guarantee
Energuate Trust's obligations.

Proceeds raised in connection with the notes will be used to help
fund the change in ownership of Inkia's assets. In November 2017,
Inkia Energy Ltd. (Ba3 stable) and one of its subsidiaries entered
into a Share Purchase Agreement to sell all their assets in Latin
America and the Caribbean to three holding companies, namely
Nautilus Inkia Holdings LLC (Nautilus), Nautilus Distribution
Holdings, LLC (Nautilus Distribution), and Nautilus Isthmus
Holdings, LLC (Nautilus Isthmus). These three holding companies
are indirectly owned by certain funds managed by I Squared
Capital, a global infrastructure investment manager. Moody's
understands that Nautilus Isthmus and Nautilus Distribution have
assigned their rights, interests and titles to Nautilus, which
will enter into the Acquisition Supplement Indenture upon the
completion of the transaction. Therefore, Nautilus will assume
Inkia's $600 million Notes obligations under the Indenture.

RATINGS RATIONALE

"The affirmation of the Ba3 ratings of Inkia reflects Moody's
expectation that the change in ownership will not result in
material changes in the group's business risk profile" said
Natividad Martel, Vice President-Senior Analyst. "Importantly, the
affirmation of Inkia's Ba3 Notes, to be assumed by Nautilus,
anticipates that Nautilus will have access to largely the same
pool of cash flows that currently help Inkia service its
obligations" added Martel. Inkia's Ba3 rating also assumes that I
Squared Capital will implement a dividend policy that is based on
a run rate dividend payout ratio of around 50%, no material
changes in the group's management as well as I Squared Capital's
plans for Inkia to maintain at least $50 million in cash at all
times.

Inkia's Ba3 rating also factors in that the $150 million
incremental holding company debt will modestly increase structural
subordination considerations of the parent debt vis-a-vis the
subsidiaries' indebtedness. However, the affirmation assume that
the parent company debt to consolidated debt will remain below
25%.

The affirmation of Kallpa's Baa3 and Energate's Ba2 ratings is
predicated on the assumption that I Squared Capital will not
change their capital structure which will allow a progressive
improvement in their key credit metrics starting in 2018. This
expectation is largely driven by the anticipated reduction in
Kallpa's exposure to the Peruvian spot market after a 202 MW Power
Purchase Agreement (PPA) with regulated utilities becomes
effective in January 2018. Increased investments to enhance
DEOCSA's and DEORSA's operational performance along with some
modest deleverage and a credit supportive rate case outcome
(January 2019) drive Moody's expectation of the improvement in
Energuate Trust's combined financial metrics.

OUTLOOK

The stable outlook of Inkia assumes that following the incremental
$150 million debt issuance, the consolidated credit metrics will
remain commensurate with the Ba3 rating category according to the
guidelines provided under Moody's Unregulated Utilities and
Unregulated Power Companies methodology. Specifically, it
anticipates that parent only cash flows (POCF) to parent holding
company debt and consolidated Funds from Operations (FFO) to debt
will hover around 12% next year.

In addition, the stable outlook of Kallpa anticipates that the
combined debt to EBITDA will fall below 4.0x by 2019. It also
considers that Kallpa will start facing re-contracting risk over
the medium-term and that the company will be able to re-contract
its load at prices which are comparable to those prevailing under
its current contracts. However, the stable outlook also assumes
that should this re-contracting risk in the future severely reduce
the combined EBITDA, particularly after 2020, Kallpa's new owners
would also significantly review Kallpa's dividend policy and
capital structure to allow Kallpa to record debt to EBITDA of less
than 4.0x.

The stable outlook of Energuate Trust assumes a credit supportive
outcome of the next tariff review (January 2019) which along with
the implementation of management's strategy, will allow the
utilities to record combined key metrics that remain well-
positioned within the Ba-rating category according to the
guidelines provided under the Regulated Electric and Gas Utilities
methodology; specifically, that the cash flow before changes in
working capital (CFO pre-W/C) to debt will exceed 11%, on
sustainable basis. This expectation also considers the debt
incurrence test embedded in the financial documentation namely a
consolidated net debt to EBITDA of 4.5x (until December 2018) and
4.0x (afterwards) as well as an interest coverage ratio of 2.0x.

WHAT COULD CHANGE THE RATING UP

Positive momentum on the rating is likely if Moody's expectations
regarding no material changes in the issuer's business risk
profile and the implementation of a 50% dividend payout ratio
prove to be correct and following a material improvement in
Inkia's credit metrics, such that its consolidated FFO to debt and
POCF to holding company debt exceed 16%, on a sustainable basis.

Kallpa's ability to record a material improvement in its key
credit metrics could trigger a rating upgrade; specifically, if
its debt to EBITDA drops below 2.0x and FFO to debt and interest
coverage exceed 25% and 7x, respectively.

Positive momentum on Energuate Trust's rating is limited given the
utilities' size and features of their service territory; however,
a material improvement in the key credit metrics could result in
an upgrade of the ratings; specifically, if the CFO pre-W/C to
debt and Retained Cash Flows (RCF) to debt exceed 22% and 17%,
respectively, on a sustained basis.

WHAT COULD CHANGE THE RATING DOWN

Negative momentum on Inkia's ratings is possible if Nautilus' pool
of cash flows end up differing significantly from the cash flows
that were historically available to Inkia to meet its obligations,
particularly if such change does not result in a material
reduction in the outstanding parent holding company debt. A
downgrade is also likely following a deterioration in the
operations of any of Inkia's key subsidiaries which diminishes
their ability to upstream visible cash flows; Downward pressure on
the ratings of Inkia and/or its rated subsidiaries, Kallpa
Generacion and Energuate Trust, is likely following a material
increase in their outstanding debt and/or Inkia's financial and/or
dividend policy that Moody's deem too aggressive for the Ba3-
rating category.

Downward pressure on Inkia's rating is likely if the consolidated
FFO to debt and POCF to holding company debt well remain below
12%, on a sustainable basis.

A downgrade of Kallpa's ratings could be prompted by a material
deterioration in off-taker risk profile and/or weaker cash flows
due to a material decline in load sold or unfavorable effect on
cash flows from the indexation clauses embedded in the PPAs. A
higher leverage than currently anticipated following the group's
change in ownership and failure to record a debt to EBITDA below
4.0x on a sustainable basis will also likely trigger a negative
rating action on Kallpa's ratings.

A downgrade of Energuate Trust is likely following a downgrade of
the Guatemalan sovereign rating and/or if Moody's perceives a
deterioration in the utilities' relationship with the authorities
and/or the credit supportiveness of the regulatory framework.
Examples of the latter include a less credit supportive tariff
review outcome and/or the inconsistent application of regulatory
mechanisms that is detrimental for the utilities' credit quality.
A downgrade is also likely if the utilities' credit metrics are
weaker than currently anticipated; specifically, if the utilities'
combined CFO pre-W/C to debt and/or interest coverage ratio fall
below 10% and 3.0x, respectively.

Outlook Actions:

Issuer: Energuate Trust

-- Outlook, Remains Stable

Issuer: Inkia Energy Ltd

-- Outlook, Remains Stable

Issuer: Kallpa Generacion S.A

-- Outlook, Remains Stable

Affirmations:

Issuer: Cerro del Aguila S.A.

-- Senior Unsecured Regular Bond/Debenture, Affirmed Baa3

Issuer: Energuate Trust

-- Corporate Family Rating, Affirmed Ba2

-- Senior Unsecured Regular Bond/Debenture, Affirmed Ba2

Issuer: Inkia Energy Ltd

-- Corporate Family Rating, Affirmed Ba3

-- Senior Unsecured Regular Bond/Debenture, Affirmed Ba3

Issuer: Kallpa Generacion S.A

-- Senior Unsecured Regular Bond/Debenture May 24, 2026, Affirmed
    Baa3

Inkia Energy Limited (Inkia) is an international holding company
incorporated in Bermuda that holds ownership stakes in unregulated
power generation companies domiciled in several Central and South
American countries, as well as regulated electric distribution
operations in Guatemala. Upon the completion of the sale of its
assets, Nautilus will become the obligor under these Notes.
Nautilus, along with Nautilus Distribution and Nautilus Isthmus
are three newly formed holding companies that are indirectly owned
by certain funds managed by I Squared Capital (around $9.4 billion
in assets under management).

Pending final working capital adjustments, the Share Purchase
Agreement price consideration includes a $1 billion cash payment
and a four-year $175 million deferred payment obligation accruing
8% annual interest, payable in kind, to cover any contingent
payments from Inkia to third parties. The price consideration also
will include Inkia's cash available at closing, above $149.9
million, based on its proportional stake in its several
subsidiaries (as of the end of September 2017: $192 million ).
After attaining the consent from the note holders of Energuate
Trust and Kallpa on December 6, 2017, the parties expect the
transaction to close before year-end 2017, pending customary
closing conditions including Kenon shareholders' approval at the
December general meeting.

The principal methodology used in these ratings was Unregulated
Utilities and Unregulated Power Companies published in May 2017.


INKIA ENERGY: Fitch Rates Senior Unsecured Bond Due 2027 'BB'
-------------------------------------------------------------
Fitch Ratings has rated the re-opening of Inkia Energy Ltd.'s
5.875% senior unsecured bond due 2027 'BB'. The re-opening of up
to USD150 million is ultimately part of the financing for I
Squared Capital's (ISC) acquisition of Inkia, expected to close at
the end of the year.

Historically, Inkia's elevated leverage, which reached 9.4x in
2016, has been tolerated in light of Fitch's clear expectation for
the company's deleveraging trajectory. Fitch believes that the
negative near-term impact to Inkia's capital structure from the
re-opening is offset by upsides related to ISC's participation
including improved cash flow predictability and potential
synergistic elements within ISC's Latin American energy portfolio.

KEY RATING DRIVERS

Credit Profile Linked to Peruvian Operations: Inkia's ratings are
supported by the solid credit profile of its most important
subsidiary, Kallpa Generacion S.A. (Kallpa). Kallpa's assets
consist of a 555MW base-load hydroelectric plant, and two thermal
generation plants with aggregate installed capacity of 1,063MW.
Inkia has a 74.9% participation in Kallpa, which is expected to
provide approximately half of Inkia's consolidated EBITDA as key
power purchase agreements (PPAs) are activated over the next 12
months.

Kallpa pursues a contractual strategy that minimizes exposure to
the spot market. Its hydroelectric plant has signed PPAs for 483MW
out of an installed capacity of 555MW. Of these contracts, 200MW
are currently in effect, and by the beginning of 2018, nearly 75%
of its firm capacity will be under active contracts with high
credit-quality offtakers. As of 2016, approximately 96% of thermal
energy sales were contracted under U.S.-dollar-denominated PPAs,
with an average life of 5.9 years as of June 2017. These PPAs
support the company's cash flow stability through USD-linked
payments and pass-through clauses related to potential increases
in fuel costs or other costs due to changes in the regulatory
framework. The combination of these distinct asset types will
serve to offset seasonal volatility in spot prices and increase
contractual flexibility, strengthening cash flow stability and
improving Kallpa's already strong competitive position in Peru.

Leverage to Improve: Inkia's stand-alone financial profile has
historically been weak for the rating category, as the company
adopted an aggressive growth strategy. Consolidated leverage
peaked at 9.4x in 2016 as a result of increasing debt to fund
expansion capex. Deleveraging in 2016 was slower than anticipated
due to attrition from Peru's regulated system by smaller
industrial users who instead negotiated bilateral PPAs directly
with local generators. The resulting EBITDA contraction at
Kallpa's thermal plant contributed to Inkia's continued high
leverage of 7.4x at year-end (YE) 2016. Leverage is expected to
decrease to around 5x in 2017 and around 4.5x in the medium term,
as the staggered activation of Kallpa's major contracts initially
linked to the completion of the hydroelectric plant will result in
rapid EBTIDA growth over the next 18 months. Also in the medium
term, Fitch expects Kallpa to see some benefit from increasing
spot prices.

Positive Reversal in FCF Trend: FCF has been negative in the last
four years due to aggressive capex. Total investments for Inkia's
two largest power generation projects in Peru accounted for USD1.3
billion, with USD975 million of capex for the Cerro del Aguila
hydroelectric plant(61% debt-funded), and USD377 million (82%
debt-funded) for Samay I, Inkia's 632MW cold-reserve thermal
plant. Although Inkia has indicated its intention to increase
investment in its Guatemalan DisCos and improve their
technological and operational efficiency, Fitch expects a material
reduction in consolidated capex for 2017, resulting in positive
FCF. This should be further supported by the full-year operations
of Kallpa's hydroelectric plant and Inkia's cold-reserve thermal
plant, which will receive fixed capacity payments for 20 years. A
moderate dividend policy is expected in order to preserve positive
FCF and allow for leverage reduction.

Debt Structurally Subordinated: Inkia's debt is structurally
subordinated to debt at the operating companies. Total debt at the
subsidiary level amounted to approximately USD2.1 billion, or
82.4% of total consolidated adjusted debt as of December 2016. The
bulk of this debt was represented by bank debt to finance company
projects and acquisitions. Although Inkia's HoldCo debt remains
structurally subordinated to OpCo debt, the refinancing of more
than USD1.4 billion of debt at the subsidiary level with
international bonds in 2016 and 2017 has effectively eliminated
onerous cash-trapping mechanisms that could have a negative impact
on cash-flow predictability to the HoldCo. Inkia's cash flow
depends on dividends received from subsidiaries and associated
companies with USD147 million received at YE2016.

Geographic and Business Diversification: The company is focused on
diversifying its energy asset base in Latin American markets where
overall and per-capita energy consumption has a higher potential
for growth compared to developed markets. Inkia adopted an
aggressive plant expansion strategy during the last four years,
while the Energuate acquisition provided further geographic and
business diversification in Guatemala and in the electricity
distribution sector. Energuate's EBITDA is expected to be USD107
million in 2017. Fitch expects that operations in Peru
(BBB+/Stable), which include Kallpa and Samay, should account for
57% of 2017 consolidated EBITDA, followed by Guatemala with 24%
(BB). The remaining EBITDA (19%) should arise from assets located
mainly in Panama (BBB/Stable), Bolivia (BB-/Stable), Chile
(A/Stable), the Dominican Republic (BB-/Stable), El Salvador (CCC)
and Nicaragua (B+/Stable).

DERIVATION SUMMARY

Locally, Inkia has limited peers, given its overall size and asset
diversification. In Peru, Fitch also rates Orazul Energy Egenor S.
en C. por A (BB/Stable). Orazul is expected to maintain gross
leverage above 5.0x through the rating horizon. Although lacking
Inkia's geographical diversification, Orazul benefits from local
asset mix similar to Inkia's subsidiary Kallpa Generacion S.A.
(BBB-/Stable), with both thermal and hydroelectric generation,
albeit on a smaller scale.

Inkia presents a generally weaker capital structure relative to
its large, multi-asset energy peers in the region. Its nearest
peer in this group is the Chilean generator, AES Gener (BBB-
/Negative Watch), which is also in the midst of a deleveraging
period. Prior to an announcement regarding delays and difficulties
surrounding the construction of AES Gener's Alto Maipo plant,
Fitch forecast deleveraging from around 5x to below 4x over the
next three years, which put the company at the upper limits of its
rating category. Following the announcement, Fitch placed AES
Gener on Negative Watch.

Colbun S.A. (BBB/Stable) and Engie Energia Chile S.A. (BBB/Stable)
compare favorably to Inkia, with leverage consistently at or below
3.0x, comfortably within the investment-grade rating category.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Fitch Rating Case for the Issuer
-- Kallpa (thermal): Southern Copper PPA fully recognized in \
    2018, GDP-linked demand growth;
-- Kallpa (hydro): around 400MW of contracted capacity beginning
    in 2018; around 1,000 GWh of spot sales annually;
-- Samay (cold-reserve): no Southern Gas pipeline through rating
    horizon; capacity factor below 5%, fully passed through;
-- Capacity payments annually adjusted by PPI;
-- Peru: average energy spot price of $12/MWh until 2021;
-- Energuate: demand growth generally in line with GDP forecast
    (approximately 3.5%);
-- Approximately USD460 million dividends over next five years;
-- Approximately USD440 million in capex over next five years.

RATING SENSITIVITIES

Future Developments That May, Individually or Collectively, Lead
to Positive Rating Action:
A positive rating action could be considered as a result of
leverage reduction below 4x on a sustainable basis and/or
consistently conservative cashflow management.

Future Developments That May, Individually or Collectively, Lead
to Negative Rating Action:
A negative rating action could be triggered by a combination of
the following: failure to reduce leverage below 5.0x in the next
18-24 months and below 4.5x by 2020, particularly combined with
additional investment opportunities undertaken without an adequate
amount of additional equity; reduction in cash flow generation due
to adverse regulatory issues and deterioration of its contractual
position; aggressive dividend policy; and/or Inkia's asset
portfolio becomes more concentrated in countries with high
political and economic risk.

FULL LIST OF RATING ACTIONS

Fitch currently rates Inkia:

-- Long-Term Foreign Currency IDR 'BB';
-- Long-Term Local Currency IDR 'BB';
-- Senior unsecured notes due 2027 'BB'.

The Rating Outlook is Stable.



======================
P U E R T O    R I C O
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BEBE STORES: Will Voluntarily Delist Its Shares from Nasdaq
-----------------------------------------------------------
bebe stores, inc., said it has notified the NASDAQ Stock Market on
Dec. 8, 2017 of its intention to voluntarily delist its common
stock from the NASDAQ Capital Market.  The Company intends to
cease trading on the NASDAQ Stock Market on Monday, Dec. 18, 2017.
Therefore, the last day of trading on the Nasdaq Stock Market will
be Friday, Dec. 15, 2017.

Once delisted, the Company anticipates its stock will begin
trading on the OTCQB Market, which is operated by OTC Markets
Group, a centralized electronic quotation service for over-the-
counter securities, on Monday, Dec. 18, 2017.  The decision of the
Company's Board of Directors to move the listing of its common
stock from Nasdaq to the OTCQB was driven by cost savings.  The
Company intends to retain the trading symbol BEBE.

                     About bebe stores inc.

Based in Brisbane, California, bebe stores inc. (NASDAQ: BEBE) --
http://www.bebe.com/-- is a women's retail clothier established
in 1976.  The brand develops and produces a line of women's
apparel and accessories, which it markets under the Bebe,
BebeSport, and Bebe Outlet names.

Manny Mashouf founded bebe stores, inc. and has served as chairman
of the Board since the Company's incorporation in 1976.  Mr.
Mashouf became the chief executive officer starting February 2016.
He previously served as the Company's CEO from 1976 to February
2004 and again from January 2009 to January 2013.  Mr. Mashouf is
the uncle of Hamid Mashouf, the Company's chief information
officer.  The Company operated brick-and-mortar stores in the
United States, Puerto Rico and Canada.  The Company had 142 retail
stores before ending all retail operations in the U.S. by May 27,
2017.  As of July 1, 2017, the Company had no remaining stores and
had fully impaired, all of its remaining long-lived assets at its
corporate offices and distribution center because of the shut-down
of its operations.

bebe stores reported a net loss of $138.96 million on $0 of net
sales for the fiscal year ended July 1, 2017, compared to a net
loss of $27.48 million on $0 of net sales for the fiscal year
ended July 2, 2016.  As of Sept. 30, 2017, bebe stores had $30.87
million in total assets, $39.21 million in total liabilities and a
total shareholders' deficit of $8.34 million.

The report from the Company's independent registered public
accounting firm Deloitte & Touche LLP, in San Francisco,
California, for the year ended Dec. 31, 2016, includes an
explanatory paragraph stating that the Company has incurred
recurring losses from operations and negative cash flows from
operations and expects significant uncertainty in generating
sufficient cash to meet its obligations and sustain its
operations, which raises substantial doubt about its ability to
continue as a going concern.


METROPISTAS: Moody's Lowers Rating on $435MM Senior Notes to B1
---------------------------------------------------------------
Moody's Investors Service downgraded the rating assigned to the
$435 million (original outstanding value) senior secured notes due
2035 issued by Metropistas to B1 from Ba3 and changed the outlook
to negative. The rating action concludes the rating review that
was initiated on September 27.

RATINGS RATIONALE

Moody's expects that Metropistas, the concessionaire of the PR-22
and PR-5 toll roads, will experience lower than expected traffic
as a result of the overall infrastructure damage caused by
Hurricane Maria in Puerto Rico, a potential exodus of residents
relocating to the mainland, and a very weak economic performance.

The Commonwealth of Puerto Rico (Ca negative) faces almost total
economic disruption in the near term and diminished output
probably through the end of the current fiscal year and maybe well
into the next. On one hand, a massive exodus of residents
relocating to the mainland, rather than rebuilding on the island,
could further erode Puerto Rico's economic base. On the other, an
infusion of federal relief and rebuilding funds could spur the
economic growth and infrastructure replacement that, under normal
conditions, has eluded Puerto Rico. According to preliminary
Moody's Analytics estimates, Puerto Rico faces lost economic
output of $20 billion to $40 billion over an indefinite period. If
concentrated in a single year, that loss would equate to as much
as 57% of GNP. For more information please visit www.moodys.com.

The immediate impact on traffic due to the hurricane was short
lived but medium to long term prospects are challenging. PR-22 and
PR-5 returned to operations a few days after the hurricane hit and
resumed toll collections shortly after. Since then, it has been
operational and while traffic decreased approximately 30% in
September, with respect to the same month in 2016, by November
traffic bounced back to levels slightly above Metropistas'
expected traffic.

Moody's acknowledge that Metropistas reports less damage on its
toll roads relative to the overall infrastructure damage on the
island. While its operations resumed shortly after Maria, certain
elements of the Concessionaire's roads have been deteriorated. As
established in the Concession Agreement, the company shall be
excused from the performance of certain obligations (such as the
Operating Standards) while the company is carrying out the
restoration works. The company and the Puerto Rico Highway
Authority agreed to complete such restoration works within 18
months. Over this period, Metropistas plans to execute the works
required to return to expected operating levels. Total repairs are
estimated $14.5 million and are expected to be funded with
insurance claims.

WHAT COULD CHANGE THE RATING UP/DOWN

Given the negative outlook, a rating upgrade in the near term is
unlikely. Nonetheless, an improved operating environment and
growth prospects on Puerto Rico could lead to the stabilization of
the outlook. A downgrade would result if expectations are that
traffic will significantly fall such that projected Debt Service
Coverage Ratio falls below 1.1x on a sustained basis.

The principal methodology used in this rating was Privately
Managed Toll Roads published in October 2017.


SRC LIQUIDATION: Court Denies Bid to Dismiss CareSource's Lawsuit
-----------------------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware denied Defendants' motion to dismiss the
adversary proceeding captioned CARESOURCE and CARESOURCE
MANAGEMENT GROUP CO., Plaintiffs, v. SRC LIQUIDATION COMPANY, SR
LIQUIDATION HOLDING COMPANY, SR LIQUIDATION TECHNOLOGIES, INC.,
iMLIQUIDATION, LLC, SR LIQUIDATION OF PUERTO RICO INC., SR
LIQUIDATION OF MEXICO HOLDING, S. DE R.L. DE C.V., STANDARD
REGISTER DE MEXICO, S. DE R.L. DE C.V., STANDARD REGISTER
SERVICIOS, S. DE R.L. DE C.V., SR LIQUIDATION TECHNOLOGIES CANADA
ULC, and SILVER POINT FINANCE, LLC, as Agent and Collateral Agent,
SPCP GROUP, LLC, SPCP GROUP III, LLC, DLJ INVESTMENT PARTNERS,
L.P., DLJ INVESTMENT PARTNERS II, L.P., DLJ IP II HOLDINGS, L.P.,
SPCP GROUP III LLC, SPF CDO I, LTD., SP WORKFLOW HOLDINGS, INC.,
SILVER POINT CAPITAL FUND, L.P., Defendants, Adv. Proc. No. 15-
51775 (BLS) (Bankr. D. Del.).

In their motion to dismiss, the Defendants argued that that the
Court lacks subject matter jurisdiction on the ground that the
complaint for declaratory relief filed by CareSource is unripe.
CareSource argued that its claims for declaratory relief are ripe
for decision.

Despite the fact that no claims have been filed, the Court finds
that CareSource has satisfied its burden in showing that the Court
has jurisdiction and that its claims are ripe for review.

While there is no precise test for a ripeness determination, the
Supreme Court has said that "the question in each case is whether
the facts alleged, under all the circumstances, show that there is
a substantial controversy, between parties having adverse legal
interests, or sufficient immediacy and reality to warrant the
issuance of a declaratory judgment." The Third Circuit has
"glean[ed] . . . certain basic principles" from the Supreme Court
that guide this Court's analysis. Those basic principles relate
to: (1) the adversity of the interest of the parties; (2) the
conclusiveness of the judicial judgment; and (3) the practical
help, or utility, of that judgment.

The Court finds that CareSource has sufficiently demonstrated that
there are sufficiently adverse interests between the parties.
Consideration of the procedural posture here reinforces this
conclusion: this is a post-confirmation case, and there is a real
possibility of claims arising years into the future. CareSource's
concerns are real: they may have to reopen this case years from
now, and they will have to track down relevant parties and
necessary documents to pursue and obtain the insurance coverage
they believe they are entitled to. Thus, the Court determines that
this factor weighs substantially in favor of a finding of ripeness
at the present time.

The Court also finds that the second factor weighs in favor of a
finding of ripeness. Unlike in Step-Saver, a judgment in this
adversary proceeding would conclusively determine CareSource's
interests under the insurance policies. As CareSource argues,
their rights may have been impacted by the sale, the rejection
notice, and the confirmed Plan. A judgment determining the scope
of interests would clarify the breadth of the impact discussed by
CareSource. As such, the Court finds that this factor favors
ripeness.

Finally, the Court finds that a judicial judgment in this
adversary proceeding would be practical and useful. Unlike in
Step-Saver, a determination of CareSource's interests as related
to the insurance policies would certainly contribute to, if not
determine, CareSource's decisions regarding the real risk of
future liability.

As such, the Court finds that this final factor weighs in favor of
a finding of ripeness as well.

In addition to the arguments presented by the Silver Point
Defendants, the Debtors argue that the Complaint should be
dismissed as against them because "they have no economic stake in
the litigation." Specifically, the Debtors contend that their
interests in the proceeds of the insurance policies were
transferred under the Plan to a trust created for the benefit of
the Debtors' secured creditors.

The Court rejects the Debtors' additional argument. CareSource
explicitly contends in the Complaint that the proceeds from the
policies are not property of the Debtors' estate. As such,
CareSource challenges the Debtors' ability to transfer the
policies to the trust. Because the Debtors' role in the litigation
as it relates to the insurance policies is contested and remains
unclear, the Court finds that dismissing them from the proceeding
would be imprudent. Therefore, the Court will deny the Debtors'
request for dismissal at this stage.

The bankruptcy case is in re: SRC LIQUIDATION, LLC, Chapter 11,
Debtor, Case No. 15-10541 (BLS) (Jointly Administered) (Bankr. D.
Del.).

A full-text copy the Court's Opinion dated Dec. 1, 2017 is
available at https://is.gd/Keog7P from Leagle.com.

CareSource, Plaintiff, represented by Kevin Scott Mann --
kmann@crosslaw.com -- Cross & Simon, LLC, Christopher Page Simon -
- csimon@crosslaw.com -- Cross & Simon, LLC & David M. Whittaker -
- dwhittaker@bricker.com -- Bricker & Eckler LLP.

SRC Liquidation Company, Defendant, represented by Justin K.
Edelson -- jedelson@polsinelli.com -- Polsinelli PC.

Silver Point Finance, LLC, as Agent and Collateral Agent,
Defendant, represented by Jason M. Liberi --
jason.liberi@skadden.com -- Skadden, Arps, Slate, Meagher & Flom
LLP.

Prime Clerk, Claims Agent, represented by Benjamin Joseph Steele ,
Prime Clerk LLC.

                   About Standard Register

Standard Register provided market-specific insights and a
compelling portfolio of workflow, content and analytics solutions
to address the changing business landscape in healthcare,
financial services, manufacturing and retail markets. The Company
had operations in all U.S. states and Puerto Rico, and had 3,500
full-time employees.

The Standard Register Company and 10 affiliated debtors sought
Chapter 11 protection in Delaware on March 12, 2015, with plans to
launch a sale process where its largest secured lender would serve
as stalking horse bidder in an auction.

The cases are pending before the Honorable Judge Brendan L.
Shannon and are jointly administered under Case No. 15-10541.

The Debtors have tapped Gibson, Dunn & Crutcher LLP and Young
Conaway Stargatt & Taylor LLP as counsel; McKinsey Recovery &
Transformation Services U.S., LLC, as restructuring advisors; and
Prime Clerk LLC as claims agent.

The Official Committee of Unsecured Creditors tapped Lowenstein
Sandler LLP as its counsel and Jefferies LLC as its exclusive
investment banker.

                          *     *     *

Assets of Standard Register and its affiliates were sold to Taylor
Corp., a privately held company.  The sale to Taylor closed on
July 31, 2015.

SRC Liquidation Company, f/k/a The Standard Register Company, and
its affiliated debtors on Nov. 19, 2015, won confirmation of their
Second Amended Chapter 11 Plan of Liquidation.  The Effective Date
of the Plan occurred on Dec. 18, 2015.  The Plan proposes to pay
1% of the allowed claims of general unsecured creditors.


TOYS "R" US: Has Court OK to Pay Bankruptcy Bonuses
---------------------------------------------------
Lillian Rizzo, writing for The Wall Street Journal Pro Bankruptcy,
reported that Judge Keith Phillips of the U.S. Bankruptcy Court in
Richmond, Va., authorized Toys "R" Us Inc. to pay millions of
dollars in bonuses to executives despite objections raised by a
federal bankruptcy watchdog.

The Troubled Company Reporter, citing BankruptcyData.com,
previously reported that the Debtors' motion for approval of their
senior executive incentive plan (SEIP) explains, "the Debtors
developed the SEIP for 17 senior members of the management team as
part of an overall compensation package that is both consistent
with the Debtors' historical compensation programs and offers
payments similar to its peers. The total amount available for
payment under the SEIP on an annual basis is $16 million at the
Target Threshold. That amount could double if management attained
its 'stretch' goal -- a result the Debtors will find very
difficult to achieve. The SEIP Participants are at the forefront
of the Debtors' most important endeavours: executing on daily
performance and leading Toys "R" US through its restructuring. The
importance of having these individuals fully incentivized cannot
be overstated."

Following testimony from Toys "R" Us financial advisers regarding
the financial thresholds and the need to keep executives in place
to achieve a successful reorganization, Judge Phillips sided with
the company on the matter, the report related.

"I understand the U.S. trustee's job is to be the federal
watchdog, and you very well performed that responsibility," Judge
Phillips said during the hearing, according to the report.
"However, I believe the preponderance of evidence . . .
establishes the plan is to incentivize and not retain."

The Journal also related that the Debtors ended up lowering the
proposed bonuses, which was originally between $16 million and $32
million, after negotiations with unsecured creditors.  Following
the negotiations, the unsecured creditors filed papers in court
indicating their support of the proposed bonuses.

The judge also approved a plan to pay non-insiders up to $68
million in bonuses if certain financial thresholds are met, the
report said.  The payments are earmarked for 3,805 employees.
Toys "R" Us employs a total 64,000 workers, court papers show, the
report pointed out.

                       About Toys "R" Us

Toys "R" Us, Inc., is an American toy and juvenile-products
retailer founded in 1948 and headquartered in Wayne, New Jersey,
in the New York City metropolitan area.  Merchandise is sold in
880 Toys "R" Us and Babies "R" Us stores in the United States,
Puerto Rico and Guam, and in more than 780 international stores
and more than 245 licensed stores in 37 countries and
jurisdictions.

Merchandise is also sold at e-commerce sites including Toysrus.com
and Babiesrus.com.

On July 21, 2005, a consortium of Bain Capital Partners LLC,
Kohlberg Kravis Roberts and Vornado Realty Trust invested $1.3
billion to complete a $6.6 billion leveraged buyout of the
company.

Toys "R" Us is now a privately owned entity but still files with
the Securities and Exchange Commission as required by its debt
agreements.

The Company's consolidated balance sheet showed $6.572 billion in
assets, $7.891 billion in liabilities, and a stockholders' deficit
of $1.319 billion as of April 29, 2017.

Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its
Canadian subsidiary voluntarily filed for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No.
17-34665) on Sept. 19, 2017.

In addition, the Company's Canadian subsidiary voluntarily
commenced parallel proceedings under the Companies' Creditors
Arrangement Act ("CCAA") in Canada in the Ontario Superior Court
of Justice.

The Company's operations outside of the U.S. and Canada, including
its 255 licensed stores and joint venture partnership in Asia,
which are separate entities, are not part of the Chapter 11 filing
and CCAA proceedings.

Grant Thornton is the monitor appointed in the CCAA case.

Judge Keith L. Phillips presides over the Chapter 11 cases.

In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis
International LLP serve as the Debtors' legal counsel.  Kutak Rock
LLP serves as co-counsel.  Toys "R" Us employed Alvarez & Marsal
North America, LLC as its restructuring advisor; and Lazard Freres
& Co. LLC as its investment banker.  It hired Prime Clerk LLC as
claims and noticing agent.  A&G Realty Partners, LLC, serves as
its real estate advisor.

On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an
official committee of unsecured creditors.


TOYS "R" US: Creditors Seek Key Docs Related to Debt Transactions
-----------------------------------------------------------------
Lillian Rizzo and Soma Biswas, writing for The Wall Street Journal
Pro Bankruptcy, reported that unsecured creditors of Toys "R" Us
Inc. filed court papers seeking permission from Judge Keith
Phillips to obtain more documents related to the numerous debt
transactions that took place in the years leading up to the
company's September bankruptcy filing, including several transfers
of intercompany notes, its 2005 leveraged buyout and fees paid to
its private-equity backers.

According to the report, the creditors are investigating whether
any transactions could be cause for any claims against the
company.  The report noted that at the time of its filing, Toys
"R" Us had $5.3 billion in debt, unchanged from when it was taken
private by private-equity firms Bain Capital and KKR & Co. and
real-estate investment trust Vornado Realty Trust in a $6.6
billion deal.

The creditors also said that while Toys "R" Us has already
provided some of the requested information and documents and made
two executives available for two hours to answer questions, they
are still waiting on "a substantial number of key documents," the
report related.

Between 2013 and 2017, Toys "R" Us went through a number of
intercompany debt transactions, including several 2016
transactions in which the company created at least five new
entities, transferring equity interests from one to the other and
issuing nearly $583 million of new debt, the report further
related.

The creditors also said in court papers they planned to
investigate the many fees Toys "R" Us paid to its private-equity
owners, which were "well in excess of $100 million for advisory
services, transaction fees, and lease payments in the five years"
before the bankruptcy filing, the report said.

                   About Toys "R" Us

Toys "R" Us, Inc., is an American toy and juvenile-products
retailer founded in 1948 and headquartered in Wayne, New Jersey,
in the New York City metropolitan area.  Merchandise is sold in
880 Toys "R" Us and Babies "R" Us stores in the United States,
Puerto Rico and Guam, and in more than 780 international stores
and more than 245 licensed stores in 37 countries and
jurisdictions.

Merchandise is also sold at e-commerce sites including Toysrus.com
and Babiesrus.com.

On July 21, 2005, a consortium of Bain Capital Partners LLC,
Kohlberg Kravis Roberts and Vornado Realty Trust invested $1.3
billion to complete a $6.6 billion leveraged buyout of the
company.

Toys "R" Us is now a privately owned entity but still files with
the Securities and Exchange Commission as required by its debt
agreements.

The Company's consolidated balance sheet showed $6.572 billion in
assets, $7.891 billion in liabilities, and a stockholders' deficit
of $1.319 billion as of April 29, 2017.

Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its
Canadian subsidiary voluntarily filed for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No.
17-34665) on Sept. 19, 2017.

In addition, the Company's Canadian subsidiary voluntarily
commenced parallel proceedings under the Companies' Creditors
Arrangement Act ("CCAA") in Canada in the Ontario Superior Court
of Justice.

The Company's operations outside of the U.S. and Canada, including
its 255 licensed stores and joint venture partnership in Asia,
which are separate entities, are not part of the Chapter 11 filing
and CCAA proceedings.

Grant Thornton is the monitor appointed in the CCAA case.

Judge Keith L. Phillips presides over the Chapter 11 cases.

In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis
International LLP serve as the Debtors' legal counsel.  Kutak Rock
LLP serves as co-counsel.  Toys "R" Us employed Alvarez & Marsal
North America, LLC as its restructuring advisor; and Lazard Freres
& Co. LLC as its investment banker.  It hired Prime Clerk LLC as
claims and noticing agent.  A&G Realty Partners, LLC, serves as
its real estate advisor.

On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an
official committee of unsecured creditors.


TOYS R US: Commitments Under Tru Taj Facility Reduced to GBP115MM
-----------------------------------------------------------------
BankruptcyData.com reported that according to documents filed with
the U.S. Securities and Exchange Commission, Toys "R" Us entered
into an amendment in order satisfy certain requirements set forth
in the indenture relating to its 11% Senior Secured ABL D.I.P.
Notes issued by TRU Taj LLC and TRU Taj Finance (collectively, the
"Issuers") and the terms of the foreign guarantors agreement
relating to the Issuers' 12% Senior Secured Notes due 2021. The
amendment permits, among other things, certain obligors under the
existing facility agreement to provide guarantees and grant
certain liens to secure the obligations of the Issuers and
guarantors under each of the indentures.

BankruptcyData related that in connection with the amendment, the
Company reduced the lenders' commitments under the existing
facility agreement to an aggregate of GBP115,000,000 to better
align such amount with its current liquidity requirements. In
addition, the amendment modifies the maturity date of the existing
facility agreement to be substantially the same as the maturity
date of the D.I.P. notes issued under the D.I.P. notes indenture.
The amended maturity date of the existing facility agreement is
the earlier of (x) the date on which the D.I.P. notes mature and
(y) January 18, 2019. As part of the amendment, the applicable
margin with respect to loans under the existing facility agreement
was  increased to 3.50% and a financial covenant identical to the
one included in the D.I.P. notes indenture was added, which
requires the obligors and their subsidiaries maintain a minimum
cumulative consolidated EBITDA not less than a certain percentage
of forecasted consolidated EBITDA. The amendment also (i)
simplifies the borrower's minimum liquidity requirements under the
facility by including a covenant requiring that the borrowers
thereunder maintain excess availability of at least GBP10,000,000.

                 About Toys "R" Us

Toys "R" Us, Inc., is an American toy and juvenile-products
retailer founded in 1948 and headquartered in Wayne, New Jersey,
in the New York City metropolitan area.  Merchandise is sold in
880 Toys "R" Us and Babies "R" Us stores in the United States,
Puerto Rico and Guam, and in more than 780 international stores
and more than 245 licensed stores in 37 countries and
jurisdictions.

Merchandise is also sold at e-commerce sites including Toysrus.com
and Babiesrus.com.

On July 21, 2005, a consortium of Bain Capital Partners LLC,
Kohlberg Kravis Roberts and Vornado Realty Trust invested $1.3
billion to complete a $6.6 billion leveraged buyout of the
company.

Toys "R" Us is now a privately owned entity but still files with
the Securities and Exchange Commission as required by its debt
agreements.

The Company's consolidated balance sheet showed $6.572 billion in
assets, $7.891 billion in liabilities, and a stockholders' deficit
of $1.319 billion as of April 29, 2017.

Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its
Canadian subsidiary voluntarily filed for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No.
17-34665) on Sept. 19, 2017.

In addition, the Company's Canadian subsidiary voluntarily
commenced parallel proceedings under the Companies' Creditors
Arrangement Act ("CCAA") in Canada in the Ontario Superior Court
of Justice.

The Company's operations outside of the U.S. and Canada, including
its 255 licensed stores and joint venture partnership in Asia,
which are separate entities, are not part of the Chapter 11 filing
and CCAA proceedings.

Grant Thornton is the monitor appointed in the CCAA case.

Judge Keith L. Phillips presides over the Chapter 11 cases.

In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis
International LLP serve as the Debtors' legal counsel.  Kutak Rock
LLP serves as co-counsel.  Toys "R" Us employed Alvarez & Marsal
North America, LLC as its restructuring advisor; and Lazard Freres
& Co. LLC as its investment banker.  It hired Prime Clerk LLC as
claims and noticing agent.  A&G Realty Partners, LLC, serves as
its real estate advisor.

On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an
official committee of unsecured creditors.


TOYS R US: Trebled Pay Package to UK Boss Prior to Collapse
-----------------------------------------------------------
Ashley Armstrong at The Sunday Telegraph reports that the UK arm
of struggling retailer Toys R Us more than trebled the pay
package for its boss just one year before the chain's parent
company tumbled into bankruptcy protection, prompting the closure
of a quarter of its UK shops.

Analysis by The Sunday Telegraph of a web of 17 Toys R Us
subsidiary companies has revealed that payments to its UK boss
soared from GBP356,000 in 2014 to GBP1 million in 2015 and
another GBP1.3 million for the year ending January 30, 2016.

That director is understood to be retail veteran Roger Mclaughlan
who led the retailer over the period and now heads garden centre
business Wyevale, The Sunday Telegraph states.

The steep remuneration awards were made despite Toys R Us's UK
business making an operating loss in seven of the eight last
years, The Sunday Telegraph notes.

The UK arm earlier confirmed plans to use a form of insolvency to
close at least 26 of its shops, putting around 800 workers at
risk of redundancy, The Sunday Telegraph recounts.

Toys R US requires 75% of its creditors, including landlords, to
support the company voluntary arrangement (CVA) at a vote four
days before Christmas, The Sunday Telegraph says.  If creditors
do not back the plan Toys R US is at risk of collapse, according
to The Sunday Telegraph.

The company's heavily indebted balance sheet meant that Toys R Us
was unable to invest in its online operations or dated warehouse
stores, which struggle to attract family shoppers, The Sunday
Telegraph discloses.

According to The Sunday Telegraph, Steve Knights, who joined Toys
R Us as managing director in the UK earlier this year, has said
that the retailer's larger shops are now "too big and expensive
to run in the current retail environment."

The retailer has already come under scrutiny from Frank Field MP
after it emerged Toys R Us had waived GBP585.4 million loans to a
holding company in the British Virgin Islands, The Sunday
Telegraph relays.

                       About Toys "R" Us

Toys "R" Us, Inc., is an American toy and juvenile-products
retailer founded in 1948 and headquartered in Wayne, New Jersey,
in the New York City metropolitan area.  Merchandise is sold in
880 Toys "R" Us and Babies "R" Us stores in the United States,
Puerto Rico and Guam, and in more than 780 international stores
and more than 245 licensed stores in 37 countries and
jurisdictions.

Merchandise is also sold at e-commerce sites including Toysrus.com
and Babiesrus.com.

On July 21, 2005, a consortium of Bain Capital Partners LLC,
Kohlberg Kravis Roberts and Vornado Realty Trust invested $1.3
billion to complete a $6.6 billion leveraged buyout of the
company.

Toys "R" Us is now a privately owned entity but still files with
the Securities and Exchange Commission as required by its debt
agreements.

The Company's consolidated balance sheet showed $6.572 billion in
assets, $7.891 billion in liabilities, and a stockholders' deficit
of $1.319 billion as of April 29, 2017.

Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its
Canadian subsidiary voluntarily filed for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No.
17-34665) on Sept. 19, 2017.

In addition, the Company's Canadian subsidiary voluntarily
commenced parallel proceedings under the Companies' Creditors
Arrangement Act ("CCAA") in Canada in the Ontario Superior Court
of Justice.

The Company's operations outside of the U.S. and Canada, including
its 255 licensed stores and joint venture partnership in Asia,
which are separate entities, are not part of the Chapter 11 filing
and CCAA proceedings.

Grant Thornton is the monitor appointed in the CCAA case.

Judge Keith L. Phillips presides over the Chapter 11 cases.

In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis
International LLP serve as the Debtors' legal counsel.  Kutak Rock
LLP serves as co-counsel.  Toys "R" Us employed Alvarez & Marsal
North America, LLC as its restructuring advisor; and Lazard Freres
& Co. LLC as its investment banker.  It hired Prime Clerk LLC as
claims and noticing agent.  A&G Realty Partners, LLC, serves as
its real estate advisor.

On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an
official committee of unsecured creditors.



===============================
T R I N I D A D  &  T O B A G O
===============================


NATIONAL FLOUR: Rice Farmers Threaten to Sue Firm
-------------------------------------------------
Trinidad Express reports that sixteen rice farmers, owed a total
of $1.9 million by majority State-owned National Flour Mills
(NFM), are turning to the courts to get their money.

At a news conference at an attorney's office in Woodbrook, Port of
Spain, yesterday, the farmers complained that some of them have
not been paid since December 2016, while others were last paid in
January and March this year, according to Trinidad Express.

They describe a hard time trying to live, get credit or even
borrow money to continue their work as NFM is their sole buyer,
the report notes.


=================
V E N E Z U E L A
=================


VENEZUELA: S&P Lowers Global Bond Issue Ratings to 'D'
------------------------------------------------------
Venezuela failed to make $183 million in coupon payments for its
global bonds due 2023 and 2028 within the 30-calendar-day grace
period.

S&P Global Ratings, thus, lowered its issue ratings on the
Bolivarian Republic of Venezuela's global bonds due 2023 and 2028
to 'D' from 'CC'. At the same time, S&P affirmed its long- and
short-term foreign currency sovereign issuer credit ratings at
'SD/D'. The long- and short-term local currency sovereign credit
ratings remain at 'CCC-/C' and are still on CreditWatch with
negative implications. Other foreign currency senior unsecured
debt issues not currently rated 'D' are rated 'CC'.

CREDITWATCH

S&P said, "Our CreditWatch negative reflects our opinion that
there is a one-in-two chance that Venezuela could default again
within the next three months. We could lower specific issue
ratings to default ('D') if Venezuela doesn't make its overdue
coupon payments before the stated grace period expires, or upon
the execution of the announced debt restructuring, or upon
certainty of Venezuela's unwillingness to fulfill its future debt
obligations.

"If the sovereign cures its default on the overdue coupon payments
and remains timely on other coupon payments before the
restructuring debt operation is completed, we would raise our
long-term foreign currency sovereign issuer credit and issue
ratings to 'CC'.

"If any potential restructuring operation is completed, we would
lower all of our foreign currency ratings on Venezuela to default
and subsequently raise them to the 'CCC' or 'B' category."

RATIONALE

On Dec. 8, 30 calendar days had passed since coupon payments were
due for Venezuela's global bonds due 2023 and 2028, and Venezuela
had not paid $183 million due to bondholders (or the bondholders
had not received funds by that date). In accordance with S&P's
criteria, "Methodology: Timeliness of Payments: Grace Periods,
Guarantees, And Use of 'D' And 'SD' Ratings," it has lowered the
issue ratings to 'D' (default) for these two bonds.

Overdue coupons now include the following six issues:

-- US$2.496 billion 7.75% bonds due Oct. 13, 2019
-- US$2.496 billion 8.25% bonds due Oct. 13, 2024
-- US$1.6 billion 7.65% bonds due April 25, 2025
-- US$3 billion 11.75% bonds due Oct. 21, 2026
-- US$2 billion 9.00% bonds due May 7, 2023
-- US$2 billion 9.25% bonds due May 7, 2028

While the government indicated on Nov. 15, 2017, that it had
started to initiate payment for the global bonds due 2019 and
2024, S&P has no evidence of payment to date and these ratings
remain 'D'. Once again, two additional coupon payments are
overdue, but within their grace period. S&P could lower its
ratings on the following issues to 'D' if the government fails to
pay within the stated grace period:

-- US$1 billion 7% bonds due Dec. 1, 2018
-- US$1.5 billion 6% bonds due Dec. 9, 2020

On Nov. 2, Venezuelan President Nicolas Maduro announced a
government commission to restructure the sovereign's and state-
owned Petr¢leos de Venezuela S.A.'s (PDVSA) external debt
obligations. The first meeting with bondholders was held on Nov.
13, 2017, in Caracas. S&P said, "We would very likely consider any
Venezuelan restructuring to be a distressed debt exchange and
equivalent to default given the highly constrained external
liquidity. In addition, in our opinion, U.S. sanctions on
Venezuela and government members will most likely result in a long
and difficult negotiation with bondholders."

S&P said, "We believe the government is less likely to default on
its local currency-denominated debt, and President Maduro made no
mention of any intention to restructure this debt. Therefore, our
long-term local currency rating on Venezuela remains 'CCC-'."

In accordance with S&P's relevant policies and procedures, the
Rating Committee was composed of analysts that are qualified to
vote in the committee, with sufficient experience to convey the
appropriate level of knowledge and understanding of the
methodology applicable. At the onset of the committee, the chair
confirmed that the information provided to the Rating Committee by
the primary analyst had been distributed in a timely manner and
was sufficient for Committee members to make an informed decision.

After the primary analyst gave opening remarks and explained the
recommendation, the Committee discussed key rating factors and
critical issues in accordance with the relevant criteria.
Qualitative and quantitative risk factors were considered and
discussed, looking at track-record and forecasts.

The committee agreed that all key rating factors were unchanged.
The chair ensured every voting member was given the opportunity to
articulate his/her opinion. The chair or designee reviewed the
draft report to ensure consistency with the Committee decision.
The views and the decision of the rating committee are summarized
in the above rationale and outlook. The weighting of all rating
factors is described in the methodology used in this rating
action.

RATINGS LIST

  Ratings Affirmed

  Venezuela (Bolivarian Republic of)
   Sovereign Credit Rating
    Foreign Currency                             SD/--/D
   Transfer & Convertibility Assessment          CC
  Senior Unsecured
    US$2.496 bil 7.75% bonds due Oct. 13, 2019   D
    US$2.496 bil 8.25% bonds due Oct. 13, 2024   D
    US$1.6 bil 7.65% bonds due April 25, 2025    D
    US$3 bil 11.75% bonds due Oct. 21, 2026      D

  Downgraded
                                           To          From
Venezuela (Bolivarian Republic of)
Senior Unsecured
  US$2 bil 9.00% bonds due May 7, 2023     D       CC/Watch Neg
  US$2 bil 9.25% bonds due May 7, 2028     D       CC/Watch Neg

Ratings Unchanged

  Venezuela (Bolivarian Republic of)
   Sovereign Credit Rating
    Local Currency                         CCC-/Watch Neg/C
   Senior Unsecured                        CC/Watch Neg


VENEZUELA: Opposition Dismisses Mayoral Elections as Fraudulent
---------------------------------------------------------------
Aldia News reports that the Venezuelan opposition coalition
Democratic Unity Roundtable described as fraudulent the weekend's
mayoral elections, which the ruling party won and three of the
four major MUD parties boycotted.

"Once again we saw the entire state apparatus abusing its power,
including via the depraved use of the 'Carnet de la Patria'
(homeland card), to subdue the will of the people in a situation
of extreme need," the MUD said in statement shortly after
President Nicolas Maduro celebrated his victory in more than 300
of the 335 mayoral contests, according to Aldia News.

Some 16 million Venezuelans have enrolled in the Carnet de la
Patria scheme, a parallel census established by the government,
which uses it for distributing social aid and subsidized food that
many Venezuelans depend on, the report notes.

Maduro and the rest of the ruling party's leadership had urged the
voters to go to the polls with the Carnet de la Patria, so that
they could register themselves in the posts prepared by the ruling
United Socialist Party of Venezuela in front of the polling
stations, the report relays.

This practice, described by some as illegal, allows the government
to know who is going to vote, the report discloses.

"Among those who came to vote there is a significant part that did
so because of government's pressure," the MUD's statement said,
adding that "those that use the hunger of the people through a
fraudulent electoral system should not claim victory," the report
relays.

According to the opposition coalition, "irregularities and low
participation have marked the Dec. 10 elections," the report
notes.

More than 9 million Venezuelans -- around 47 percent of the
electorate -- went to the polls, according to the figure from the
National Electoral Council, although several opposition members
branded it false on Twitter, the report adds.



                            ***********


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
be reliable, but is not guaranteed.

The TCR Latin America subscription rate is US$775 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for members
of the same firm for the term of the initial subscription or
balance thereof are US$25 each.  For subscription information,
contact Peter A. Chapman at 215-945-7000 or Joseph Cardillo at
856-381-8268.


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