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                     L A T I N   A M E R I C A

            Wednesday, March 21, 2018, Vol. 19, No. 57


                            Headlines



B O L I V I A

BOLIVIA: Gather in Support of Legal Battle With Chile


B R A Z I L

CIELO SA: Fitch Cuts Long-Term IDR to BB+; Outlook Stable
FIBRIA CELULOSE: Moody's Affirms Ba1 Corporate Family Rating
FIBRIA OVERSEAS: Moody's Affirms Ba1 Rating on $600MM Sr. Notes
ENGIE BRASIL: Fitch Affirms 'BB' Foreign Currency IDR
ITAU UNIBANCO: Fitch Rates US$750MM Perpetual T1 Notes 'B'

OURO VERDE: Fitch Affirms BB- IDR; Off From Watch Negative
SUZANO PAPEL: Creates Pulp Giant, Expansion Plans Shelved
SUZANO PAPEL: Moody's Affirms Ba1 Corporate Family Rating
SUZANO TRADING: Moody's Affirms Ba1 Rating on $650MM Unsec. Notes


C O L O M B I A

COLOMBIA: Locals Healing Wounds of Conflict w/ Innovative Projects


D O M I N I C A N   R E P U B L I C

DOMINICAN REPUBLIC: Beef, Milk Producers Want More Support


J A M A I C A

JAMAICA: BOJ Issues Pos. Outlook for Deposit Taking Institutions


M E X I C O

AXTEL SAB: Fitch Affirms 'BB-' IDR, Outlook Stable
NAVISTAR FINANCIAL: DBRS Assigns R-5 ST Issuer Rating on Debt


P U E R T O    R I C O

CLAIRE'S STORES: Files for Bankruptcy in Delaware
CLAIRE'S STORES: Case Summary & 30 Largest Unsecured Creditors
CLAIRE'S STORES: Targets Bankruptcy Exit by Mid-September
CLAIRE'S STORES: Says Cortland Offered to Provide DIP Loan
CLAIRE'S STORES: Obtains $135 Million DIP Facility from Citigroup

CLAIRE'S STORES: Says Apollo, Lenders Pledge $575M in New Money


                            - - - - -


=============
B O L I V I A
=============


BOLIVIA: Gather in Support of Legal Battle With Chile
-----------------------------------------------------
Malaysian Digest reports that people held vigils across Bolivia as
the International Court of Justice in The Hague began to hear
arguments in La Paz's bid to compel Chile to negotiate the return
of Bolivian coastline lost in a 19th-century war.

The largest event started just before 4:00 a.m. on March 20 at La
Paz's Plaza Murillo, in front of the presidential palace and
Congress, according to Malaysian Digest.

The vigil began with a ceremonial offering to Pachamama (Mother
Earth) by indigenous Aymara elders around a bonfire with senior
officials and military officers in attendance, the report notes.

Vice President Alvaro Garcia Linera presided over the vigil in the
absence of the head of state Evo Morales, who accompanied the
Bolivian delegation to the Netherlands, the report discloses.

The traditional rite took place just before live images of the ICJ
proceedings began to appear on a giant screen installed for the
occasion, the report says.

The report discloses that besides the gatherings inside the Andean
nation, Bolivian expatriates organized rallies in various
countries.

The ICJ agreed to hear the sea-access case in September 2015,
rejecting Chile's argument that the character of Bolivia's access
to the Pacific Ocean had been settled by a 1904 treaty, the report
says.

Bolivia lost the entirety of its 400 kilometres (250 miles) of
coastline and 120,000 square kilometres (about 46,330 square
miles) of territory in total to Chile as a consequence of its
1879-1880 participation in the War of the Pacific, the report
notes.

But the Morales administration contends that Bolivia was not a
belligerent in that conflict, the report relays.

"There was no war, it was an invasion," Mr. Morales said,
insisting that Chile's plan in 1879 was to annex a swath of
southern Bolivia extending to the border with Paraguay.


                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
Aug. 3, 2017, Moody's Investors Service has changed the outlook on
Bolivia's issuer and senior unsecured bond ratings to stable from
negative, and has affirmed the ratings at Ba3.


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


CIELO SA: Fitch Cuts Long-Term IDR to BB+; Outlook Stable
---------------------------------------------------------
Fitch Ratings has downgraded Cielo S.A.'s Long-Term Foreign and
Local Currency Issuer Default Ratings (IDRs) to 'BB+' from 'BBB-'.
The Rating Outlook is revised to Stable from Negative. Fitch has
also downgraded the senior unsecured notes for Cielo's wholly
owned subsidiary, Cielo USA Inc., to 'BB+' from 'BBB-'.

KEY RATING DRIVERS

The downgrade follows the negative rating action on Brazil's
sovereign ratings, which has led to negative rating actions on the
following main card-issuing banks:  Banco do Brasil S.A. (National
Scale AA+(bra)/Negative; LC/FC IDR BB-/Stable), Banco Bradesco
S.A. (Bradesco; National Scale 'AAA(bra)'/Stable; LC/FC IDR BB/
Stable), Itau Unibanco Holding S.A. (National Scale
AAA(bra)/Stable; LC/FC IDR BB/Stable), and Caixa Economica Federal
(National Scale AA+(bra)/Negative; LC/FC IDR BB-/Stable). These
banks are the counterparty risk for a substantial portion of its
Visa- related credit and debit transactions.

Cielo is exposed to card-issuing bank defaults on payment
settlements for Visa transactions. The licensing agreement with
Mastercard mitigates this risk, as it guarantees the settlement of
all transactions. The risk associated with Visa transactions is
mitigated by the fact that more than 95% of the volume of
transactions is concentrated in banks rated 'BB-' and above. For
some non-investment-grade banks, Cielo's risk management policy
requires the card-issuing bank to pledge collateral. Cielo has
virtually no direct credit exposure to cardholders, as the card-
issuing bank guarantees cardholders' payment, while the company's
exposure to merchants is limited.

Cielo's FC IDR of 'BB+' is one notch higher than Brazil's 'BB'
Country Ceiling, as the company's offshore readily available cash
easily covers hard currency interest expense. Currently, cash held
abroad covers hard currency debt service over the next 24 months
by more than 2x. In line with Fitch's "Non-Financial Corporates
Exceeding the Country Ceiling Rating Criteria," this could allow
the company to be rated up to three notches above the Brazilian
Country Ceiling. Cielo's FC IDR is constrained by the company's LC
IDR, which is a reflection of the company's underlying credit
quality. If Cielo's offshore readily available cash/hard currency
interest ratio falls below 1.0x, Cielo's FC IDR would be
downgraded and limited to Brazil's Country Ceiling.

DERIVATION SUMMARY

Cielo is the leading company in Brazil's merchant acquiring and
payment processing industry, with an estimated market share of
51.3%. The second largest player is Redecard (controlled by Itau;
not rated) with 32.1% market share, and the third largest is
GetNet (controlled by Santander; not rated) with 11.6%. Compared
to small players, such as Stone Pagamentos S.A. (not rated) and
PagSeguro Internet S.A. (not rated), the three leaders have a
strong competitive advantage because of their controlling
shareholder structure, as the affiliation with these leading banks
gives them access to a broad customer base from which to acquire
merchant accounts and creates high barriers to entry.
Characteristic of the industry in Brazil, Cielo has no direct
credit exposure to cardholders, as the card-issuing bank
guarantees cardholders' payment. Cielo's ratings incorporate the
counterparty risks associated with the Brazilian banking system.

Cielo has predictable revenue stream from a diversified base of
affiliated merchants and has consistently reported strong cash
flow generation. In general, players with a lower scale of
operations are more reliant on the financial income from the
acquisition of receivables from merchants that could present more
volatility. Cielo is also well positioned in terms of research and
development in technology, reducing the risk of obsolete systems,
while small players face higher technology risk.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Fitch Rating Case for the Issuer
-- Volume of credit and debit increase by 7.5% in 2018;
-- Lower revenues from point of sale (POS) rental due to higher
    competition and foreclosures of retail stores;
-- Acquisition of receivables from merchants between 18%-20% of
    total credit value of transactions;
-- Dividends of 70% of net income.

RATING SENSITIVITIES

Developments That May, Individually or Collectively, Lead to
Positive Rating Action
Ratings upgrades are not likely at this time.

Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- An increase in the volume of credit and debit transactions
    with banks rated 'BB-' and below without collateral being
    pledged by the card-issuing bank or not guaranteed by
    Mastercard;
-- Weakening credit profile of the main banks that operate with
    Cielo;
-- A significant loss due to fraud and charge-backs;
-- The competitive environment has negative effects and there are
    significant changes in regulatory risk;
-- A negative rating action on Brazil's sovereign ratings that
    leads to negative rating actions on Banco do Brasil, Bradesco,
    Caixa and Itau could result in negative rating action for
    Cielo.

LIQUIDITY

Strong Liquidity: Cielo's liquidity position is strong and cash
flow generation capacity comfortably covers debt maturities. As of
Dec. 31, 2017, Cielo had cash and marketable securities of BRL6
billion and BRL11.2 billion of total debt. About 92% of total cash
is invested in Brazil and 8% abroad. At the end of 2017, the
company had BRL2.8 billion of debt maturing in 2018, BRL80 million
in 2019 and BRL2 billion in 2020. Fitch expects Cielo to continue
to use operating cash flow generation to reduce total debt in the
next couple of years.

FULL LIST OF RATING ACTIONS

Fitch has taken the following rating actions:

Cielo S.A.
-- LT FC IDR downgraded to 'BB+' from 'BBB-', Outlook to Stable
    from Negative;
-- LT LC IDR downgraded to 'BB+' from 'BBB-', Outlook to Stable
    from Negative.

Cielo USA Inc.
-- USD875 million in senior unsecured notes, due in 2022,
    downgraded to 'BB+' from 'BBB-'. The notes are fully
    guaranteed by Cielo S.A..

Fitch currently rates Cielo:
-- National Scale Long Term 'AAA(bra)', Outlook Stable;
-- BRL4.6 billion in 4th Debentures, due in 2018, 'AAA(bra)'.



FIBRIA CELULOSE: Moody's Affirms Ba1 Corporate Family Rating
------------------------------------------------------------
Moody's America Latina Ltda. has affirmed Fibria Celulose S.A.'s
corporate family rating at Ba1 in the global scale and at Aaa.br
in the national scale. The outlook for all ratings is negative.

Ratings affirmed as follows:

Issuer: Fibria Celulose S.A.

Corporate Family Rating: Ba1 (global scale) / Aaa.br (national
scale)

The outlook is negative.

RATINGS RATIONALE

The affirmation of Fibria's Ba1 ratings follows the announcement
on March 16 of an agreement of Fibria's controlling shareholders
BNDES and Votorantim, which together hold 58.6% of Fibria's
capital, and Suzano's shareholders to combine the operations and
shareholding basis of Fibria and Suzano.

The transaction, when approved, will create the largest market
pulp producer globally, with a 42% market share in eucalyptus pulp
and 18% market share in market pulp. The business combination will
bring long-term benefits to both Fibria e Suzano in terms of
scale, size, financial flexibility and will generate meaningful
operating synergies. It will be a transformative transaction for
the fragmented pulp industry, leading to concentration that can
help reduce the volatility in pulp prices with more disciplined
supply and higher efficiencies. The transaction is subject to the
fulfillment of certain conditions, including the approval by
antitrust authorities in Brazil and abroad.

Fibria's ratings continue to reflect its leading position as the
largest producer of market pulp in the world, the existence of
long-term supply agreements that support stable sales volume with
good geographic diversification, the company's conservative
approach to liquidity and risk management. Despite Fibria's asset
concentration in Brazil, Moody's believe that it has a strong
financial profile and good revenue diversification outside Brazil,
which limits the impact of weak domestic economic fundamentals on
the company's creditworthiness. The ratings continues to be
constrained by the company's low product diversity given its full
exposure to hardwood pulp and the cyclical nature of its pulp
business.

The negative outlook reflects the outlook of Brazil's government
bond rating.

An upgrade on Fibria's rating would depend on the maintenance of
strong credit metrics and market positioning. The more cyclical
the pulp industry is also viewed as a rating constraint. The
ratings could be upgraded if Fibria's leverage (as measured by
Total Adjusted Debt to EBITDA) is sustained below 3.0x and
interest coverage (as measured by Adjusted EBITDA to Interest
Expense) remains above 5.0x. Finally, an upgrade would require the
maintenance of a solid liquidity profile and positive free cash
flow generation.

The ratings could be downgraded if Fibria's ramp up of Horizonte
II expansion in Tres Lagoas does not occur as expected and
jeopardizes its credit metrics and liquidity for an extended
period of time. Quantitatively, this would be the case if Fibria's
leverage remains above 4.0x or if interest coverage declines to
below 3.5x without prospects for improving. Furthermore,
consistently negative free cash flow generation or a deterioration
in the company's liquidity profile could result in a downgrade of
the ratings.

The principal methodology used in these ratings was Paper and
Forest Products Industry published in March 2018.

Fibria Celulose S.A. is the world's largest producer of market
pulp with annual production capacity of 7.25 million metric tons
(including H2 expansion). In the last twelve months ended December
2017, Fibria reported consolidated net revenues of BRL 11.7
billion (USD3.6 billion converted by the average foreign exchange
rate for the period), coming mostly from Europe (43% of total net
revenues), Asia (24%), North America (24%) and Latin America (9%).


FIBRIA OVERSEAS: Moody's Affirms Ba1 Rating on $600MM Sr. Notes
---------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 rating of the notes
issued by Fibria Overseas Finance Limited and guaranteed by Fibria
Celulose S.A. following Fibria's announcement of a corporate
reorganization that will lead to a combination of operations and
shareholding basis with Suzano Papel e Celulose S.A.. The outlook
is negative.

At the same time, Moody's America Latina has affirmed Fibria's
corporate family rating at Ba1 in the global scale and at Aaa.br
in the national scale.

Ratings affirmed as follows:

Issuer: Fibria Overseas Finance Limited

USD600 million in senior unsecured notes due 2024: at Ba1

The outlook is negative.

RATINGS RATIONALE

The affirmation of Fibria's Ba1 ratings follows the announcement
on March 16 of an agreement of Fibria's controlling shareholders
BNDES and Votorantim, which together hold 58.6% of Fibria's
capital, and Suzano's shareholders to combine the operations and
shareholding basis of Fibria and Suzano.

The transaction, when approved, will create the largest market
pulp producer globally, with a 42% market share in eucalyptus pulp
and 18% market share in market pulp. The business combination will
bring long-term benefits to both Fibria e Suzano in terms of
scale, size, financial flexibility and will generate meaningful
operating synergies. It will be a transformative transaction for
the fragmented pulp industry, leading to concentration that can
help reduce the volatility in pulp prices with more disciplined
supply and higher efficiencies. The transaction is subject to the
fulfillment of certain conditions, including the approval by
antitrust authorities in Brazil and abroad.

Fibria's ratings continue to reflect its leading position as the
largest producer of market pulp in the world, the existence of
long-term supply agreements that support stable sales volume with
good geographic diversification, the company's conservative
approach to liquidity and risk management. Despite Fibria's asset
concentration in Brazil, Moody's believe that it has a strong
financial profile and good revenue diversification outside Brazil,
which limits the impact of weak domestic economic fundamentals on
the company's creditworthiness. The ratings continues to be
constrained by the company's low product diversity given its full
exposure to hardwood pulp and the cyclical nature of its pulp
business.

The negative outlook reflects the outlook of Brazil's government
bond rating.

An upgrade on Fibria's rating would depend on the maintenance of
strong credit metrics and market positioning. The more cyclical
the pulp industry is also viewed as a rating constraint. The
ratings could be upgraded if Fibria's leverage (as measured by
Total Adjusted Debt to EBITDA) is sustained below 3.0x and
interest coverage (as measured by Adjusted EBITDA to Interest
Expense) remains above 5.0x. Finally, an upgrade would require the
maintenance of a solid liquidity profile and positive free cash
flow generation.

The ratings could be downgraded if Fibria's ramp up of Horizonte
II expansion in Tres Lagoas does not occur as expected and
jeopardizes its credit metrics and liquidity for an extended
period of time. Quantitatively, this would be the case if Fibria's
leverage remains above 4.0x or if interest coverage declines to
below 3.5x without prospects for improving. Furthermore,
consistently negative free cash flow generation or a deterioration
in the company's liquidity profile could result in a downgrade of
the ratings.

The principal methodology used in this rating was Paper and Forest
Products Industry published in March 2018.

Fibria Celulose S.A. is the world's largest producer of market
pulp with annual production capacity of 7.25 million metric tons
(including H2 expansion). In the last twelve months ended December
2017, Fibria reported consolidated net revenues of BRL 11.7
billion (USD3.6 billion converted by the average foreign exchange
rate for the period), coming mostly from Europe (43% of total net
revenues), Asia (24%), North America (24%) and Latin America (9%).


ENGIE BRASIL: Fitch Affirms 'BB' Foreign Currency IDR
-----------------------------------------------------
Fitch Ratings has affirmed Engie Brasil Energia S.A.'s (Engie
Brasil) Foreign Currency (FC) and Local Currency (LC) Issuer
Default Ratings (IDRs) at 'BB' and 'BBB-', respectively, and its
National Scale Rating at 'AAA (bra)'. The Rating Outlook is
Stable.

Engie Brasil's FC IDR is constrained by Brazil's country ceiling
at 'BB', as the company generates all of its revenues in local
currency (BRL), with no cash and committed credit facilities
abroad. The analysis also does not incorporate any potential
support from the parent company. Fitch also considers the three-
notch difference between the company's LC IDR and the sovereign
rating as appropriate due to its regulated nature. The Stable
Outlook for the FC and LC IDRs follows the same Outlook of
Brazil's 'BB-' sovereign rating.

Fitch expects that Engie Brasil will be able to sustain its solid
consolidated credit profile in the following years, even during a
period of higher level of investments. The company benefits from
its conservative financial profile with historical low leverage
and a strong financial flexibility to deal with the current higher
short-term debt as a result of the asset growing cycle. The
analysis has already incorporated that credit metrics should
moderately deteriorate after the very likely transfer of the
hydroelectric plant of Jirau (UHE Jirau) from its parent company
Engie S.A (Engie; formerly GDF Suez S.A.). Engie Brasil's
consolidated leverage, measured by net adjusted debt-to-EBITDA,
should not exceed 3.0x, which is still consistent with its
ratings. Fitch considers as positive that the acquisition may
occur only in its operational phase, eliminating execution and
cost overruns risks.

Engie Brasil also benefits from its prominent market position as
the largest private electric energy generation company in Brazil,
with a positive asset diversification, operational efficiency, and
the existence of long-term power purchase agreements with its
clients. To a lesser extent, Fitch's analysis considered the
sector expertise of its parent company, Engie S.A. (IDR A/
Stable), as a relevant global power company. The ratings
incorporate a moderate regulatory risk and that the hydrology risk
is currently above average.

KEY RATING DRIVERS

Strong Business Profile: Engie Brasil's ratings benefit from its
strong business profile sustained by the diversification of assets
in the electric power generation segment. The recent entrance of
the group in the transmission segment will provide further
diversification and predictability to the operational cash flow.
Consistent with its parent company portfolio management strategy,
the group in Brazil intends to divest the coal-fired thermal power
plants, focusing on carbon free energy sources. Indeed, the group
acquired two large hydroelectric power plants last year, Jaguara
and Miranda, increasing the renewable source of energy in the
portfolio. Fitch considers the execution risk of the new
transmission projects as manageable.

Relevant Player in the Sector: Engie Brasil is the largest private
energy generation group in the country with market share around 7%
and installed capacity increasing from 7,678 MW to 10,209 MW after
the conclusion of the ongoing projects and the acquisition of 40%
participation in UHE Jirau. Fitch expects Engie Brasil's EBITDA
margin to recover to 50%-53% levels from 2018 on due to dilution
of costs and lower impacts from hydrology issues within the
strategy to increase the uncontracted portion of assured energy in
the medium term. Engie Brasil has maintained sound financial
performance even during a challenging operational scenario related
to low hydrological levels. In 2017, net revenues and EBITDA
amounted to BRL7.0 billion and BRL3.5 billion, respectively, with
EBITDA margin of 50%.

FCF to Turn Negative: Fitch forecasts negative FCF of around
BRL2.3 billion for Engie Brasil in 2018, close to neutral in 2019
and a negative BRL400 million in 2020. The negative FCF is a
result of capex of BRL5.5 billion during 2018-2021 period, mainly
to conclude the wind power generation projects and start the
transmission lines construction. The annual distribution of
dividends of approximately BRL1.7 billion to BRL2.1 billion is
also an important cash outflow, although Fitch considers that
there is certain flexibility in the dividends pay-out in order to
maintain adequate credit metrics.

Low Leverage to Remain: Fitch estimates that Engie Brasil's net
leverage will not exceed 3.0x even with the probable acquisition
of UHE Jirau, which is strong for its IDRs.Net leverage increased
to 1.4x in 2017 from 0.4x in 2016 with the short-term debt raised
to finance part of the two hydroelectric power plants acquired by
BRL3.5 billion. Fitch believes that the good access to debt and
capital markets to raise funding alternative with structures
adequate to project finance mitigates the short-term pressure on
liquidity.

DERIVATION SUMMARY

Engie Brasil's FC IDR 'BB'/Stable is three notches down compared
to peers in Latin America, such as Emgesa, 'BBB'/Stable, the
second largest generation company in Colombia, and Engie Chile,
'BBB'/Stable, the fourth largest generator in Chile, primarily as
a result of the Brazilian country ceiling at 'BB'. Emgesa and
Engie Chile benefit from a better economic environment of
investment grade countries. The LC IDR of Engie Brasil at 'BBB-
'/Stable is closer to the same peers, both also 'BBB'/Stable,
which also carries a constrain as Fitch considers the three-notch
difference between the company's LC IDR and the sovereign rating
as appropriate due to its regulated nature.

All of them benefit from strong business profile, with Engie
Brasil's installed capacity being the largest among them, although
the energy mix of Engie Chile differs from the related company in
Brazil and Emgesa. Engie Brasil and Emgesa are more exposed to
hydrological conditions, while Engie Chile needs to deal with the
coal and natural gas prices volatility. All the companies have
predictable and stable cash flow generation since they have been
managed the business risk conditions properly, but Engie Brazil
has a stronger financial profile.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Fitch Rating Case for the Issuer

-- Generation Scaling Factor (GSF) of 81% in 2018; 88% in 2019
    and 93% in 2020;
-- Average spot price of BRL202/MWh in 2018 and 2019, and
    BRL186/MWh from 2020 on;
-- Capital expenditures of BRL5.5 billion from 2018 to 2021;
-- Dividends payout of 100%;
-- Outstanding bridge loans to be taken-out through project
    finance structures.

RATING SENSITIVITIES

Developments That May, Individually or Collectively, Lead to
Positive Rating Action

-- An upgrade of Engie Brasil's ratings is unlikely.

Developments That May, Individually or Collectively, Lead to
Negative Rating Action

-- Sizable investments or acquisitions currently out of the
    company's business plan that could lead to net leverage
    consistently above 3.5x;
-- Difficulties in the take-out of the outstanding bridge loans;
-- A downgrade in the sovereign rating would trigger another
    downgrade in Engie Brasil's IDRs.

LIQUIDITY

Engie Brasil's consolidated liquidity has been pressured with the
concentration on the short-term debt maturities. As of Dec. 31,
2017 cash and marketable securities of BRL1.9 billion were not
sufficient to fully cover the debt maturities of BRL3.1 billion
during 2018. The contracted bridge loans in the total amount of
BRL2.1 billion in the new acquired SPEs (Jaguara and Miranda) to
finance the BRL3.5 billion concession fee payment have weakened
the current liquidity ratios. The remaining BRL1.4 billion raised
at the holding company level has a more suitable amortizing
schedule.

Fitch believes that the good access to debt and capital markets to
raise funding alternatives with structure adequate to project
finance to extend the maturity debt profile mitigates this
liquidity pressure.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the following ratings:

Engie Brasil Energia S.A.
-- Long-Term Local Currency Issuer Default Rating (IDR) at 'BBB-
    ';
-- Long-Term Foreign Currency IDR at 'BB';
-- Long-Term National Scale Rating at 'AAA (bra)'.

The Rating Outlook is Stable.

-- Long-Term National Scale Rating for the sixth debentures
    issuance of BRL600 million at 'AAA (bra)'.


ITAU UNIBANCO: Fitch Rates US$750MM Perpetual T1 Notes 'B'
----------------------------------------------------------
Fitch Ratings has assigned Itau Unibanco Holding S.A. (IUH)
US$750 million subordinated perpetual T1 notes a final rating of
'B'.

The final rating is in line with the expected rating that Fitch
assigned to the proposed debt on March 12, 2018 (see 'Fitch
Downgrades Itau's IDRs to 'BB'; Outlook Stable; Assigns 'B(EXP)'
to T1 Notes').

KEY RATING DRIVERS

The final rating on the subordinated notes is 3 notches below
IUH's Viability Rating (VR) of 'bb' and ranks equal to its other
subordinated perpetual T1 notes. Fitch uses IUH's VR as the anchor
rating for the rating of this issuance. Due to the high loss-
absorbing features of this subordinated, perpetual and unsecured
issuance, Fitch's baseline scenario is that these securities will
be notched -4 from the VR anchor (-2 for loss severity, plus -2
for non-performance risk). However, Fitch's criteria factors in
compression, as IUH's VR is non-investment grade, providing some
room for a narrower notching. Therefore, the overall notching for
these securities is -3.

RATING SENSITIVITIES

IUH's subordinated debt ratings are broadly sensitive to the same
considerations that might affect IUH's VR. IUH's VR could be
downgraded if the bank's loss absorption capacity diminishes. In
the unlikely event that the issuer's FCC falls below 9%, or there
is a sustained decrease in ROAA below 1.25% and over-90-day NPL
ratios are above 6%, a ratings review would be triggered.

Fitch currently rates IUH:

-- Long-Term Foreign and Local Currency Issuer Default Ratings
    (IDRs) 'BB'/Outlook Stable;
-- Short-Term Foreign and Local Currency IDRs 'B';
-- Viability Rating 'bb';
-- Long-Term National Rating 'AAA(bra)'/Outlook Stable;
-- Short-Term National Rating 'F1+(bra)';
-- Support Rating '4';
-- Support Rating Floor 'B+';
-- Senior USD notes due 2018, Long-Term Foreign Currency 'BB';
-- Subordinated USD notes due 2020-2023 Long-Term Foreign
    Currency 'B+';
-- Subordinated perpetual T1 notes 'B'.


OURO VERDE: Fitch Affirms BB- IDR; Off From Watch Negative
----------------------------------------------------------
Fitch Ratings has affirmed Ouro Verde Locacao e Servico S.A.'s
(Ouro Verde) Long-term Foreign and Local Currency Issuer Default
Ratings (IDRs) at 'BB-' and its Long-term National Scale Rating at
'A(bra)'. At the same time, Fitch has removed the ratings from
Rating Watch Negative and assigned a Negative Rating Outlook.

The ratings were removed from Rating Watch Negative and assigned a
Negative Outlook as a result of Ouro Verde's refinancing efforts
in 2017, which improved the company's debt maturity profile and
reduced the refinancing risks in the short term. Nevertheless, the
Negative Outlook reflects the still weak liquidity for the current
IDR and the uncertainties regarding the company's ability to
continue improving its short-term debt coverage ratios and keep
reducing its financial cost.

Ouro Verde's 'BB-' IDRs are linked to its business position as a
medium-size player in the fleet rental of light vehicles, which
weakens its competitiveness compared to the main players in the
industry. In addition, the company operates in a capital intensive
sector, which tends to pressure its cash flow during growth
periods. Positively, Ouro Verde benefits from its diversification,
based on the rental of heavy machinery and equipment. That, along
with the fleet rental of light vehicles, presents an above-average
predictable cash flow due to its long-term contracts with a
diversified client base. The company's leverage, measured by funds
from operations (FFO) adjusted net leverage is low for the IDR and
should be in the range of 1.5x-2.0x in the next three years,
according to Fitch's projections.

KEY RATING DRIVERS

Medium-Size Player; Business Predictability: Ouro Verde has its
business profile characterized by a reasonably predictable cash
flow, based on long-term contracts for fleet rental of light
vehicles and heavy machinery and equipment, and on a diversified
customer base. Key rating constrains include an intense
competitive environment, due to pressures from larger players with
stronger financial profiles, and the high capital intensity of the
business. Ouro Verde's performance also depends on its ability to
sell its assets at the end of the contracts -- at values close to
the expected price set at the beginning of the contracts.

Low Leverage: Fitch expects Ouro Verde's robust cash generation to
help the company managing its leverage at low levels in the coming
years, with FFO adjusted net leverage between 1.5x and 2.0x. The
company's ratios net adjusted debt/adjusted EBITDA and FFO
adjusted net leverage reached 2.9x and 2.0x at the end of 2017,
from a 2014's peak of 3.7x and 2.5x, respectively. EBITDA margin
should remain in the range of 48%-50%, with 49% in 2017.

Operating Cash Flow to Remain Robust:  Cash flow generation
measured by FFO and cash flow from operations (CFFO) has been
consistent and robust during the past three years, averaging
BRL493 million (51% margin) and BRL466 million (48% margin),
respectively. Expected interest payments reduction in the coming
years -- due to Ouro Verde's liability management and Brazilian
interest rate reduction -- should help to boast FFO. FCF should
also remain positive, even with a planned increase in capex to
BRL450 million in 2018 -- in order to grow by 3% the total number
of rented assets. In 2017, CFFO of BRL482 million was enough to
cover capex of BRL312 million and dividends paid of BRL2 million,
resulting in a FCF of BRL168 million.

DERIVATION SUMMARY

Ouro Verde's ratings reflect the company's weaker competitive
position compared to its bigger domestic peers, such as Localiza
Rent a Car (Local Currency IDR BBB-), JSL S.A (Local Currency IDR
BB) and Companhia de Loacacao das Americas (National Scale Rating
AA-(bra)). Compared to those peers, Ouro Verde has consistently
weaker liquidity, higher funding costs, smaller scale and lower
financial flexibility. All these elements are key variables in an
industry that demands adequate prices for assets acquisitions,
high capital investing and an established network for assets
disposal. On the other hand, Ouro Verde has leverage slightly
lower and margins slightly higher than those of JSL and
Locamerica.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Fitch Rating Case for the Issuer

-- Capex around BRL450 million for 2018, being adjusted by
    inflation afterwards;
-- Average ticket for asset acquisition reflecting a mix of
    current market conditions and historical - inflation adjusted;
-- Average ticket for rentals reflecting a mix of current market
    conditions and historical - inflation adjusted;
-- Asset disposal as a percentage of total fleet in line with
    historical;
-- Asset disposal average ticket in line with current market
    conditions and historical - inflation adjusted.

RATING SENSITIVITIES

Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- A revision in the Outlook to Stable from Negative depends on
    further improvements in debt and liquidity profiles, with cash
    over short-term debt ratio consistently above 0.8x.

Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- Deterioration in liquidity profile, with cash over short-term
    debt ratio consistently below 0.5x;
-- Inability to access funding at reasonable costs and maturity;
-- Deterioration in leverage ratios, with FFO adjusted leverage
    and adjusted net debt/EBITDA over 3x and 4x, respectively, on
    a sustainable basis.

LIQUIDITY

Low Liquidity: Ouro Verde has a track record of weak liquidity,
which deteriorated during the 2015-2016 economic downturn -- when
the Brazilian local credit market was very selective and spread
was at its high. By the end of 2017, the company was able to
improve its debt profile mainly through two debenture issuances in
the total amount of BRL383 million. As of December 2017, total and
short-term debt reached BRL1,538 million and BRL534 million, a
decrease of BRL201 million and BRL383 million, respectively,
compared to June 2017, while cash over short-term debt ratio
improved to 0.43x at December 2017, from 0.3x at June 2017.

FULL LIST OF RATING ACTIONS

Fitch has affirmed and removed the following ratings from Rating
Watch Negative, and assigned a Negative Rating Outlook as
indicated:

Ouro Verde Locacao e Servico S.A.
-- Long-Term Foreign Currency IDR at 'BB-', Outlook Negative;
-- Long-Term Local Currency IDR at 'BB-', Outlook Negative;
-- National Long-Term rating at 'A(bra)', Outlook Negative;
-- 3rd senior secured debentures at 'A(bra)';
-- 4th senior secured debentures at 'A(bra)'.


SUZANO PAPEL: Creates Pulp Giant, Expansion Plans Shelved
---------------------------------------------------------
Tatiana Bautzer, Carolina Mandl, and Alberto Alerigi at Reuters
report that Brazil's Suzano Papel e Celulose SA (SUZB3.SA) won the
battle to acquire larger rival Fibria Celulose SA (FIBR3.SA),
creating the world's biggest wood pulp producer while shelving
expansion plans.

Controlling shareholders Votorantim Participacoes SA and BNDESPar,
the investment arm of Brazilian state development bank BNDES
accepted Suzano's offer worth BRL36 billion ($11 billion) in cash
and shares at current prices, according to Reuters.

An aggressive rival all-cash bid from Netherlands-based Paper
Excellence fell short as Votorantim and BNDES judged the proposal
lacked necessary funding, the report notes.

"At current share prices, we believe the transaction is more
favorable to Suzano's minority shareholders than Fibria's," Credit
Suisse analyst Ivano Westin wrote in a note to clients, the report
relays.

The report says that the new company will lead world pulp
production with annual capacity of 11 million tonnes, more than
double the 5 million tonnes of capacity at the world's second-
largest producer, International Paper Co (IP.N), according to
consultancy Poyry.

The deal strengthens the Brazilians' pricing power after years of
surging capacity, when pulpmakers in one of the world's highest-
yielding eucalyptus regions fought for market share with competing
expansion plans, the report notes.

Suzano's chief executive, Walter Schalka, told a news conference
that all of Fibria and Suzano's expansion projects would be
suspended until the combined company reduces leverage, the report
relays.

Mr. Schalka said debt should fall to 3.5 times earnings before
interest, depreciation and amortization by year-end, adding that
the tie-up should yield cost savings of around BRL10 billion, the
report relays.

The deal marks the biggest divestment in BNDES' history, after it
amassed large stakes in Brazilian companies during an era in which
the government engineered "national champions," the report relays.

The bank, which had a 29 percent stake in Fibria and 7 percent
stake in Suzano, will receive BRL8.5 billion in cash and keep an
11 percent stake in the new company, the report notes.

Fibria's controlling shareholders decided to pass on the all-cash
Paper Excellence bid, worth nearly BRL40 billion, after waiting
for two months to receive documents proving the offer was funded,
according to people familiar with the matter, the report says.

Votorantim and BNDES were afraid the company, controlled by the
Wijaya family, which only presented enough guarantees to pay a
$1.2 billion break-up fee, would not be able to pull off the whole
deal, including the buyout of minority shareholders, the report
notes.

BNDES Director Eliane Lustosa said Paper Excellence never
presented a firm offer, the report relays.  "They did not present
financing or guarantees for the bid," she added.

It was unclear why BNDES and Votorantim did not wait for Paper
Excellence to get the financing, the report notes.  The company,
controlled by the same owners as Asia Pulp & Paper, last year
acquired smaller rival Eldorado Brasil Celulose SA for BRL15
billion, the report relays.

Banks JPMorgan Chase & Co, BNP Paribas, Mizuho Bank Ltd and e
Rabobank NA will provide $9.2 billion in financing for Suzano, the
report notes.

The deal is subject to antitrust approval in Brazil, the United
States, the European Union and China, Fibria said, the report
relays.  An escape clause would allow Suzano to call off the deal
for a BRL750 million fee if regulators force the sale of more than
1.1 million tons of capacity, the report adds.


SUZANO PAPEL: Moody's Affirms Ba1 Corporate Family Rating
---------------------------------------------------------
Moody's America Latina Ltda. has affirmed Suzano Papel e Celulose
S.A.'s corporate family rating at Ba1 in in the global scale and
at Aaa.br in the national scale as well the ratings assigned to
its senior unsecured notes. The outlook remains negative.

Ratings affirmed as follows:

Issuer: Suzano Papel e Celulose S.A.

LT Corporate Family Rating: at Ba1 (global scale) / at Aaa.br
(national scale)

USD153MM notes due 2019: at Ba1 (global scale) / at Aaa.br
(national scale)

USD23MM notes due 2024: at Ba1 (global scale) / at Aaa.br
(national scale)

The outlook is negative

RATINGS RATIONALE

The affirmation of Suzano's Ba1 ratings follows the announcement
on March 16 of an agreement of Fibria's and Suzano's controlling
shareholders (BNDES, Votorantim, and Suzano Holding S.A.) to
combine the operations and shareholding basis of Fibria and
Suzano.

The transaction, when approved, will create the largest market
pulp producer globally, with a 42% market share in eucalyptus pulp
and 18% market share in market pulp. The business combination will
bring long-term benefits to both Fibria and Suzano in terms of
scale, size, financial flexibility and will generate meaningful
operating synergies. It will be a transformative transaction for
the fragmented pulp industry, leading to concentration that can
help reduce the volatility in pulp prices with more disciplined
supply and higher efficiencies. The business combination will
enhance Suzano's credit profile, but will increase leverage at the
closing of the transaction. Moody's estimate a pro-forma leverage,
measured by adjusted total debt to EBITDA, of 4.4x, from 2.7x at
the end of 2017.The transaction is subject to the fulfillment of
certain conditions, including the approval of minority
shareholders and antitrust authorities in Brazil and abroad, among
others. As such, it may take several months until the business
combination is fully completed.

Suzano's Ba1 ratings incorporate the company's position as a low
cost producer of bleached eucalyptus kraft pulp (BEKP) and paper,
with leading positions in the global BEKP market and Brazilian
printing and writing paper and paperboard sectors. The company
benefits from a high level of vertical integration with
substantial self-sufficiency in wood fiber and energy, in addition
to the proximity of its pulp mills to its own forests and port
facilities as well as the favorable location of its paper plants
within Brazil's most industrialized region. Furthermore its
diversity towards pulp and paper translates into exposure to
different market dynamics and contributes to strong operating
margins even amid periods of lower growth in Brazil's paper
industry. Additional rating positives are the company's
comfortable liquidity profile, with a cash balance of BRL 2.7
billion at the end of December 2017. Constraining the ratings are
the volatile nature of the pulp industry, which represents around
65% of Suzano's revenues. As well, the weakness in the Brazilian
economy may limit volume growth and margins expansion in the paper
segment

The negative outlook reflects the higher debt levels Suzano will
incur at the acquisition and the execution risks involved in a
business combination of such magnitude. Although Moody's do not
expect credit metrics to change materially during 2018 based on
current market conditions, leverage will increase at the closing
of the transaction in late 2018/early 2019, when industry
conditions may materially differ from Moody's assumptions.

An upgrade on Suzano's rating would require the maintenance of
strong credit metrics, market presence and diversification, as
well as solid liquidity profile and positive free cash flow
generation on a sustainable basis. Quantitatively, a positive
action would also require leverage -- as measured by Total
Adjusted Gross Debt to EBITDA -- to be below 3.0x and interest
coverage -- expressed by Adjusted EBITDA to Interest Expense -- to
remain above 5x on a consistent basis.

Negative pressure on the rating could result if adjusted leverage
remains above 4.0x for a prolonged period or if interest coverage
declines to below 3.5x without prospects for improving, and in
case the company's liquidity position deteriorates, becoming
insufficient to cover near term debt service requirements.
Significant changes in market conditions, in particular for
hardwood pulp, which may lead to weaker than expected cash flows
for Suzano and the combined operations, could further pressure the
ratings.

The principal methodology used in these ratings was Paper and
Forest Products Industry published in March 2018.

Headquartered in Salvador - Brazil, Suzano Papel e Celulose S.A.
is a leading low-cost producer of bleached eucalyptus market pulp,
printing and writing paper and paperboard, having reported
consolidated net revenues of BRL 10.5 billion (about USD3.3
billion) in the last twelve months ended December 2017.


SUZANO TRADING: Moody's Affirms Ba1 Rating on $650MM Unsec. Notes
-----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 senior unsecured
rating of the notes issued by Suzano Trading Ltd, a wholly-owned
subsidiary of Suzano Papel e Celulose S.A. ('Suzano'). The outlook
remains negative.

At the same time, Moody's America Latina has affirmed the Ba1 in
the global scale and the Aaa.br in the national scale Suzano's
corporate family rating and the ratings assigned to its the senior
unsecured notes.

Ratings affirmed as follows:

Issuer: Suzano Trading Ltd

US$650 million due 2021: at Ba1

The outlook is negative.

RATINGS RATIONALE

The affirmation of Suzano's Ba1 ratings follows the announcement
on March 16 of an agreement of Fibria's and Suzano's controlling
shareholders (BNDES, Votorantim, and Suzano Holding S.A.) to
combine the operations and shareholding basis of Fibria and
Suzano.

The transaction, when approved, will create the largest market
pulp producer globally, with a 42% market share in eucalyptus pulp
and 18% market share in market pulp. The business combination will
bring long-term benefits to both Fibria and Suzano in terms of
scale, size, financial flexibility and will generate meaningful
operating synergies. It will be a transformative transaction for
the fragmented pulp industry, leading to concentration that can
help reduce the volatility in pulp prices with more disciplined
supply and higher efficiencies. The business combination will
enhance Suzano's credit profile, but will increase leverage at the
closing of the transaction. Moody's estimate a pro-forma leverage,
measured by adjusted total debt to EBITDA, of 4.4x, from 2.7x at
the end of 2017.The transaction is subject to the fulfillment of
certain conditions, including the approval of minority
shareholders and antitrust authorities in Brazil and abroad, among
others. As such, it may take several months until the business
combination is fully completed.

Suzano's Ba1 ratings incorporate the company's position as a low
cost producer of bleached eucalyptus kraft pulp (BEKP) and paper,
with leading positions in the global BEKP market and Brazilian
printing and writing paper and paperboard sectors. The company
benefits from a high level of vertical integration with
substantial self-sufficiency in wood fiber and energy, in addition
to the proximity of its pulp mills to its own forests and port
facilities as well as the favorable location of its paper plants
within Brazil's most industrialized region. Furthermore its
diversity towards pulp and paper translates into exposure to
different market dynamics and contributes to strong operating
margins even amid periods of lower growth in Brazil's paper
industry. Additional rating positives are the company's
comfortable liquidity profile, with a cash balance of BRL 2.7
billion at the end of December 2017. Constraining the ratings are
the volatile nature of the pulp industry, which represents around
65% of Suzano's revenues. As well, the weakness in the Brazilian
economy may limit volume growth and margins expansion in the paper
segment.

The negative outlook reflects the higher debt levels Suzano will
incur at the acquisition and the execution risks involved in a
business combination of such magnitude. Although Moody's do not
expect credit metrics to change materially during 2018 based on
current market conditions, leverage will increase at the closing
of the transaction in late 2018/early 2019, when industry
conditions may materially differ from Moody's assumptions.

An upgrade on Suzano's rating would require the maintenance of
strong credit metrics, market presence and diversification, as
well as solid liquidity profile and positive free cash flow
generation on a sustainable basis. Quantitatively, a positive
action would also require leverage -- as measured by Total
Adjusted Gross Debt to EBITDA -- to be below 3.0x and interest
coverage -- expressed by Adjusted EBITDA to Interest Expense -- to
remain above 5x on a consistent basis.

Negative pressure on the rating could result if adjusted leverage
remains above 4.0x for a prolonged period or if interest coverage
declines to below 3.5x without prospects for improving, and in
case the company's liquidity position deteriorates, becoming
insufficient to cover near term debt service requirements.
Significant changes in market conditions, in particular for
hardwood pulp, which may lead to weaker than expected cash flows
for Suzano and the combined operations, could further pressure the
ratings.

The principal methodology used in this rating was Paper and Forest
Products Industry published in March 2018.

Headquartered in Salvador - Brazil, Suzano Papel e Celulose S.A.
is a leading low-cost producer of bleached eucalyptus market pulp,
printing and writing paper and paperboard, having reported
consolidated net revenues of BRL 10.5 billion (about USD3.3
billion) in the last twelve months ended December 2017.


===============
C O L O M B I A
===============


COLOMBIA: Locals Healing Wounds of Conflict w/ Innovative Projects
------------------------------------------------------------------
EFE News reports that amid colorful fruit trees and green
mountains lies the northwestern Colombian town of San Carlos,
nowadays a paradise where the wounds of war are healing thanks to
the courage of local residents who are returning to rebuild the
community with agriculture, fish and hog raising.

The municipality in Antioquia province, a former battleground for
guerrillas and paramilitaries, these days invites people to relax
and is a synonym for progress, although growth was cut short
between 1985 and 2006 due to the forced displacement of some
15,000 of the 26,000 local residents at the time, according to EFE
News.



===================================
D O M I N I C A N   R E P U B L I C
===================================


DOMINICAN REPUBLIC: Beef, Milk Producers Want More Support
----------------------------------------------------------
Dominican Today reports that beef and milk producers requested
more support to boost growth and subsequent export, especially to
the United States, and advance further in that market.

The country has as many as 3.0 million heads of cattle, while beef
sales remains stable on a rising demand from the tourism sector,
according to Dominican Today.

However, sector leaders say they need low interest loans and
technification to optimize the conditions of their processes, the
report notes.

Enrique de Castro and Eric Rivero, presidents of Dominican
Republic's Beef Cattle Cluster and the Dominican Milk Producers
Association, as well as Marcelino Vargas, former president of the
Dairy Association (Aproleche) separately raised the need to
improve competitiveness, the report says.

Speaking at the National Agricultural Fair 2018, Castro said he
expects meat prices will rise, while Vargas said beef on the hoof
costs around RD$75 pesos per kilo, the report adds.

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.


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


JAMAICA: BOJ Issues Pos. Outlook for Deposit Taking Institutions
----------------------------------------------------------------
RJR News reports that the Bank of Jamaica (BOJ), has issued a
positive outlook for the island's deposit taking institutions.

In its just released 2017 annual report, the Central Bank said
with the stable economy, the low interest rate regime and
sustained demand for credit, deposit taking institutions are
expected to continue to perform positively in terms of
profitability, funding profile and real growth in loans over the
short-to medium-term, according to RJR News.

However, it says the proliferation of non-traditional forms of
credit by way of corporate bond issues in particular, may compel
banks to become more aggressive in the credit market and relax
certain underwriting and risk management standards, the report
notes.

This raises the possibility of higher residual credit risk, the
report relays.

Additionally, the increased use of IT-based and non-traditional
delivery channels including agency banking could expose deposit
taking institutions to increased levels of operational risk in the
wake of increased fraud and cyber-attacks, the report relays.

According to the Bank of Jamaica, this may require higher
financial outlay and thereby put downward pressure on profits, the
report adds.

As reported in the Troubled Company Reporter-Latin America on
Feb. 5, 2018, Fitch Ratings has affirmed Jamaica's Long-Term
Foreign-Currency Issuer Default Rating (IDR) at 'B' and has
revised the Rating Outlook to Positive from Stable.


===========
M E X I C O
===========


AXTEL SAB: Fitch Affirms 'BB-' IDR, Outlook Stable
--------------------------------------------------
Fitch Ratings has affirmed Axtel S.A.B. de C.V.'s (Axtel) Long-
Term Local and Foreign Currency Issuer Default Ratings (IDRs) and
its USD500 million senior unsecured notes due 2024 at 'BB-'. Fitch
also affirmed the company's National long-term rating at 'A-
(mex)'. The Rating Outlook on the IDR and National long-term
rating remains Stable.

Axtel's ratings reflect the company's solid market position and
relatively stable performance in the enterprise and government
clients telecom segment in Mexico, achieved through its merger
with Alestra in 2016. The company is a subsidiary of Alfa S.A.B.
de C.V. (Alfa, rated BBB-/Stable), which is one of the largest
business groups in Mexico with leading market positions across
various industries, including petrochemical, automotive
components, and refrigerated food. The ratings are tempered by
Axtel's small operational scale in Mexico, weak financial profile
for the rating category, as well as negative FX exposure.

KEY RATING DRIVERS

Enterprise-Driven Growth

Fitch forecasts Axtel to undergo a modest low-single-digits
revenue growth in 2018 and 2019, mainly driven by continued solid
growth in the enterprise segment. The company's enterprise segment
revenue grew by 5% in 2017 close to MXN10 billion in 2017 from
MXN9.5 billion in 2016, and represented 64% of the consolidated
revenues in 2017. Fitch believes that demand outlook for network
connectivity and IT solutions for enterprise clients should remain
relatively stable in Mexico, in line with the regional trend.
Also, the recurring revenue proportion based on long-term
contracts represents about 95% of the company's total enterprise
revenues, which Fitch believes will remain stable given relatively
high switching cost of service providers. These factors should
enable a similar rate of revenue growth for the segment in the
short to medium term.

The government segment, which represented 17% of total sales in
2017, also grew strongly by 24% during the year. However, most
growth in the segment was driven by one-off projects, and as such,
Fitch expects the segment revenue to decline by 13% in 2018,
somewhat diluting a stable growth in the enterprise segment.
Demand from government agencies could continue to be volatile
given austerity measures, which would keep the discretionary
budgets for IT and telecom investments constrained.

Residential Business Phase-Out

Axtel is reviewing its strategy on the residential business, which
could potentially lead to a complete phase-out of its operations
in the segment during 2018. The company is mulling the sale of its
fiber-to-the-home (FTTH) business, which generated MXN2.3 billion
in revenues and represented 14% of its total sales in 2017.
Axtel's FTTH business has a solid growth track record with its
revenues improving by 15% in 2017, following a 17% growth in 2016,
due to continued subscriber expansion. In case Axtel keeps this
business, which is Fitch's base case projection, Fitch expects the
segment to continue to undergo an average 10% revenue growth in
2018 and 2019, mainly driven by solid broadband demand. The
company plans to discontinue its wireless-based mass market
service by the third quarter of 2018 (3Q18), which generated
MXN750 million of revenues and accounted for 5% of total sales in
2017.

FCF Turnaround

Fitch forecasts Axtel's FCF generation to turn modestly positive
from 2018 due to steady EBITDA growth. Fitch expects the company's
EBITDA generation to reach MXN5 billion in 2018 and MXN5.2 billion
in 2019, up from MXN4.8 billion in 2017, adjusted for non-
recurring items, amid continued revenue growth. The company's
capex is projected to remain in the range of MXN3.3 billion-MXN3.4
billion in 2018-2019 (USD174 million in 2018 and USD180 million in
2019), which will be covered by its projected average CFFO of
MXN3.6 billion during the period, resulting in 1%-2% of FCF
margin. Fitch does not expect any dividends payments during the
period.

Gradual Leverage Reduction

Axtel's leverage has been trending down in line with Fitch's
expectation, although it is still relatively weak for the rating
category. The company's adjusted net leverage declined to 4.2x at
end-2017, compared with 4.4x at end-2016 on a pro forma basis of
the merger. Fitch expects this ratio to fall further and be
maintained below 4.0x over the medium term driven by modest FCF
generation and EBITDA improvement, commensurate with the current
rating level. Fitch's base case scenario does not include a
potential sale of its FTTH business, which if materialized would
accelerate the pace of company's deleveraging progress as the
proceeds could be used for debt reduction. Axtel's financial
target is to reduce its net leverage to 2.5x over the long term.

DERIVATION SUMMARY

Axtel's 'BB-' ratings reflect the company's relatively weak
financial profile for the rating category, mainly high leverage,
as well as its small scope of operations compared to other 'BB'
category telecom operators in the region. Positively, Axtel's
business concentration and solid market position in the enterprise
segment, which is subject to less competition than the residential
segment, somewhat offsets its aforementioned weakness. Compared to
Colombia Telecomuncaciones S.A., which is an integrated telecom
operator in Colombia with the second largest mobile market
position and is rated 'BB'/Stable, Axtel lacks service
diversification and operational scale while its financial profile
is also weaker, given the former's net leverage of around 3.0x.
Axtel is rated at the same level as VTR Finance B.V., which owns
the largest cable operator in Chile and is rated 'BB-'/Stable,
given their fixed-line business concentration and similar
leverage.

Parent/subsidiary linkage exists between Axtel and Alfa (BBB-
/Stable), given the latter's 52.8% ownership in the company.
However, the ratings are based on Axtel's stand-alone credit
profile given weak legal, operational, and strategic linkages. No
country ceiling constraint and operating environment influence
were in effect for the ratings.

KEY ASSUMPTIONS

Fitch's key assumptions within Fitch rating case for the issuer
include:

-- Low-to-single-digits revenue growth in the short to medium
    term, mainly led by enterprise segment;
-- Wireless service to be discontinued from 3Q18 and no FTTH
    business disposal;
-- EBITDA margin of 32%-33% in 2018 and 2019;
-- Capex to represent about 21% of sales over the medium term;
-- Adjusted net leverage to gradually fall to below 4.0x over the
    medium term.

RATING SENSITIVITIES

Future Developments That May, Individually or Collectively, Lead
to Positive Rating Action

-- Resumed revenue growth backed by continued solid growth in the
    enterprise and the FTTH business, with stable demand from the
    government segment;
-- Positive FCF generation to strengthen overall cash position;
-- Asset sales proceeds to be used for financial profile
    improvement;
-- Consistent track record of deleveraging with its adjusted net
    leverage falling comfortably to below 3.5x on a sustained
     basis.

Future Developments That May, Individually or Collectively, Lead
to Negative Rating Action

-- Material revenue contraction from the government segment
    coupled with slower-than-expected growth in FTTH penetration
    and enterprise segment under the unfavourable economic
    conditions;
-- Continued negative FCF generation;
-- Adverse FX rates movements against USD;
-- Adjusted net leverage, including operating lease adjustments,
    increasing toward 4.5x on a sustained basis.

LIQUIDITY

Adequate Liquidity: Axtel's liquidity profile is adequate. The
company completed refinancing transactions during the 4Q17, with
issuance of USD500 million senior unsecured notes due 2024 and a
five year MXN6 billion syndicated loan to prepay its existing
loans, which increased its average life of debt to over five years
from two years. The company's cash balance was MXN1.3 billion at
end-2017, compared with MXN0.9 billion of bank loan maturities
during 2018. The company does not have any committed credit
facilities.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the following ratings:

Axtel, S.A.B. de C.V.
-- Long-Term Local Currency and Foreign Currency IDR at 'BB-
    '/Outlook Stable;
-- USD500 million senior unsecured notes due 2024 at 'BB-';
-- National long-term rating at 'A-(mex)'/Outlook Stable.


NAVISTAR FINANCIAL: DBRS Assigns R-5 ST Issuer Rating on Debt
-------------------------------------------------------------
DBRS, Inc. assigned a Short-Term Issuer Rating of R-5 and a Short-
Term Instruments Rating of R-5 on the DBRS Global Scale to
Navistar Financial, S.A. de C.V., Sociedad Financiera de Objeto
Multiple, Entidad Regulada (Navistar Financial Mexico or the
Company). Concurrently, DBRS assigned a Short-Term Issuer Rating
of R-3.MX and a Short-Term Instruments Rating of R-3.MX, on the
DBRS National Scale to the Company. The trend on all ratings is
Stable.

Navistar Financial Mexico's ratings take into consideration DBRS's
view that the Company is a strategic subsidiary of its owner,
Navistar International Corporation (Navistar International, or the
Parent), supporting the sales of new Navistar International truck
and truck parts in Mexico, and to a lesser extent, Latin America.
The Company also provides intercompany loans to related entities
in Mexico, including the Parent's largest truck manufacturing
operations in Mexico. DBRS notes that the ratings reflect the
strategic coordination of operations between the Parent and
Navistar Financial Mexico. While there is no formal support
agreement or keep-well agreement in place between the Company and
the Parent, DBRS notes that the Parent has supported the Company's
capital position in the past. The most recent support was US$10
million in 2010. Given the strategic coordination between Navistar
Financial Mexico and its Parent, as well as past support, it is
DBRS's view that the Parent would potentially provide some future
support to the Company, if necessary, although the certainty and
timeliness of support is uncertain. As such, the rating of
Navistar Financial Mexico remains closely linked to the credit
fundamentals of the Parent.

On an intrinsic basis, the Company has a solid franchise in
Mexico, reflecting a 100% penetration rate of Navistar
International dealers, and a 45% retail penetration rate for new
Parent truck sales. Ratings also consider the Company's resilient
pre-tax profits, acceptable and manageable credit profile, funding
diversity, and reasonable capitalization, especially given its
current risk profile.

The Stable trend reflects the stability of the Parent's
fundamentals, which were augmented by Volkswagen AG's recent
equity investment and strategic alliance with Navistar
International. The trend also considers DBRS's expectation that
Navistar Financial Mexico's earnings will remain resilient, and
balance sheet fundamentals sound. Nonetheless, DBRS notes several
potential headwinds that could pressure performance, and
potentially the ratings, including material changes to NAFTA, as
well as the upcoming presidential election in Mexico. DBRS will
continue to monitor these potential headwinds and any impact on
the Company's financial fundamentals.

DBRS anticipates that the Company's solid franchise will continue
to support resilient earnings going forward. The Parent operates
its largest truck manufacturing facility in Mexico, and 20.5% of
this facility's production is sold into the Mexican market. For
9M17, Navistar Financial Mexico reported earnings of M$319.5
million, up 14.9% from M$278.1 million for 9M16, reflecting higher
non-spread income. For full-year 2016, the Company reported a
moderate 2.0% YoY decrease in earnings to M$345.7 million driven
by a sizeable increase in provisions for loan losses, in part due
to loan growth, mostly offset by higher levels of operating lease
income and spread income, along with a decrease in management
expenses.

From DBRS's perspective, Navistar Financial Mexico has solid
balance sheet fundamentals. Gross write-offs were manageable at
0.67% of average loans for 9M17, while reserve coverage is solid
at 3.2% of loans and 1.3x non-performing assets. During 9M17, NPAs
declined 30.0% to M$277.0 million. However, at 2.4% of total
loans, NPAs remain above the Company's historical levels. DBRS
considers the improving trajectory in NPAs as reflecting the
Company's actions to strengthen collection activities, as well as
transfers out of the non-performing category. However, DBRS notes
that the Company's credit portfolio does exhibit a degree of
customer concentration, which DBRS will monitor closely for any
signs of deterioration and the potential impact on the Company's
ratings.

Funding is relatively diverse. It is predominantly sourced from
development banks, commercial banks, and the debt markets, with
some concentration with development banks. Importantly, 37.2% of
the Company's approved bank credit lines are guaranteed by
Navistar International Corporation or Navistar Financial
Corporation. The Company also shares a line of credit with an
affiliate, Navistar Financial Corporation. The Company's balance
sheet leverage is manageable, and low relative to other captive
finance company peers. As of September 30, 2017, the Company's
debt/equity ratio was an acceptable 3.2x. Finally, Navistar
Financial Mexico's capitalization is considered reasonable, given
the Company's current risk profile. At September 30, 2017, the
Company's capital position had increased to M$13.9 billion up by
11.6% from YE16, driven by earnings retention.

RATING DRIVERS

Given DBRS's view that Navistar Financial Mexico's ratings are
closely tied to the financial strength of the Parent, the
Company's ratings will be impacted by changes in Navistar
International's credit fundamentals. Given this linkage between
Navistar Financial Mexico and Navistar International Corporation,
improvements to Navistar International's credit fundamentals could
have positive rating implications for Navistar Financial Mexico.
Conversely, given this linkage, deterioration in the Parent's
credit fundamentals could negatively impact Navistar Financial
Mexico's ratings. Finally, sustained and material erosion of
Navistar Financial Mexico's fundamentals or a prolonged inability
to access funding at a reasonable cost could have negative rating
implications.

Notes: All figures are in Mexican Pesos unless otherwise noted.



======================
P U E R T O    R I C O
======================


CLAIRE'S STORES: Files for Bankruptcy in Delaware
-------------------------------------------------
Claire's Stores, Inc. said it is pursuing a financial
restructuring to eliminate a substantial portion of debt from the
Company's balance sheet and position Claire's for long-term
success pursuant to a chapter 11 reorganization process commenced
in the United States Bankruptcy Court for the District of Delaware
by Claire's and certain of its U.S. affiliates. Claire's
international subsidiaries are not part of the Company's U.S.
chapter 11 filings.

The Company's management is confident that, through the
restructuring process, Claire's will cement its position as one of
the world's leading specialty retailers of fashionable jewelry,
accessories, and beauty products for young women, teens, "tweens"
and kids for many years to come. Unlike other retailers that have
come before it, Claire's has commenced its restructuring process
from a position of unique operational strength:

     * The Company expects to report adjusted EBITDA for FY2017
(on a 52-week basis) of approximately $212 million, up nearly 13%
from FY2016. A reconciliation of net income to adjusted EBITDA is
included in this release.

     * The Company expects to report an adjusted EBITDA margin for
FY2017 (on a 52-week basis) of approximately 16.1%, up nearly 170
basis points from FY2016.

     * The Company expects to report net sales and net income for
FY2017 (on a 52-week basis) of approximately $1,318 million and
$29 million, respectively.

     * Claire's is growing, not shrinking, its business. The
Company expects its concessions business to grow by more than
4,000 stores in 2018.

     * Claire's continues to be the world's leading ear piercer,
having pierced over 100,000,000 ears worldwide, and approximately
3,500,000 ears in FY2017 in the United States alone. The Company's
iconic ear piercing services are unmatched and cannot be
replicated online.

     * The Company is utilizing the chapter 11 process to
effectuate a balance sheet not an operational restructuring.

     * The Company is current on payments to its trade vendors,
and has ample liquidity to maintain strong partnerships with its
domestic and non-domestic suppliers, including by making timely
payments on customary trade terms.

     * The Company has obtained $135 million in
debtor-in-possession (DIP) financing commitments, including an
asset-based lending facility and a term loan from Citigroup Global
Markets Inc. ("Citi").

     * The Company's restructuring efforts are supported by
holders of approximately 72% of the Company's First Lien Debt, 8%
of its Second Lien Notes, and 83% of its Unsecured Notes.

The Company has commenced its restructuring process having
executed a Restructuring Support Agreement with its Ad Hoc Group
of First Lien Creditors led by Elliott Management Corporation and
Monarch Alternative Capital LP that collectively holds
approximately 72% of the Company's First Lien Debt, 8% of its
Second Lien Notes, and 83% of its Unsecured Notes. Pursuant to the
transactions contemplated by the RSA, members of the Ad Hoc Group
of First Lien Creditors have agreed to provide the Company with
approximately $575 million of new capital, including financing
commitments for a new $75 million asset-based lending facility, a
new $250 million first lien term loan, and $250 million as a
preferred equity investment. With these commitments in place,
Claire's expects to complete the chapter 11 process in September
2018, emerge with over $150 million of liquidity, and reduce its
overall indebtedness by approximately $1.9 billion.

"This transaction substantially reduces the debt on our balance
sheet and will enhance our efforts to provide the best possible
experience for our customers," said Ron Marshall, Claire's Chief
Executive Officer. Mr. Marshall continued, "We will complete this
process as a healthier, more profitable company, which will
position us to be an even stronger business partner for our
suppliers, concessions partners, and franchisees."

Claire's expects to operate its business in the ordinary course
during its restructuring process, and its Claire's(R) and Icing(R)
locations worldwide will continue to provide their customers with
the assortment of products and quality of service they have come
to expect to find in the Company's stores. In connection with its
restructuring, the Company has filed a series of customary motions
seeking court approval of the Company's honoring wage-, benefits-,
and critical- and foreign-vendor-related claims. Cash flows from
operations, coupled with the RSA and the Company's
fully-underwritten $135 million DIP facility from Citi, will
provide Claire's with ample liquidity to enter into, operate
within, and emerge from chapter 11 seamlessly.

Lazard Frares & Co. LLC is serving as investment banker to
Claire's; FTI Consulting, Inc. is serving as restructuring advisor
to Claire's; Hilco Real Estate, LLC is serving as real estate
advisor to Claire's; and Weil, Gotshal & Manges LLP is serving as
legal counsel to Claire's.

The Ad Hoc First Lien Group is represented by Willkie Farr &
Gallagher LLP and Millstein & Co.

The Company's claims and noticing agent is Prime Clerk LLC

                    About Claire's Stores

Claire's Stores, Inc. -- http://www.clairestores.com/-- is a
specialty retailer of jewelry, accessories, and beauty products
for young women, teens, "tweens," and kids. Through the Claire's
brand, the Claire's Group has a presence in 45 nations worldwide,
through a total combination of over 7,500 Company-owned stores,
concessions locations, and franchised stores. Headquartered in
Hoffman Estates, Illinois, the Company began as a wig retailer by
the name of "Fashion Tress Industries" founded by Rowland Schaefer
in 1961. In 1973, Fashion Tress Industries acquired the
Chicago-based Claire's Boutiques, a 25-store jewelry chain that
catered to women and teenage girls. Following that acquisition,
Fashion Tress Industries changed its name to "Claire's Stores,
Inc." and shifted its focus to a full line of fashion jewelry and
accessories.

In 2007, the Company was taken private and acquired by investment
funds affiliated with, and co-investment vehicles managed by,
Apollo Management VI, L.P. Claire's Group employs approximately
17,000 people globally. Claire's Stores, Inc., and 7 affiliates
sought Chapter 11 protection (Bankr. D. Del. Case No. 18-10584) on
March 19, 2018, after reaching terms of a balance sheet
restructuring with their first lien lenders and sponsor Apollo
Global Management, LLC. As of Oct. 28, 2017, Claire's Stores
reported $1.98 billion in total assets against $2.53 billion in
total liabilities.

The Hon. Brendan Linehan Shannon is the case judge.
WEIL, GOTSHAL & MANGES LLP, is the Debtors' counsel, with the
engagement led by Ray C. Schrock, P.C., Matthew S. Barr, and Ryan
Preston Dahl. RICHARDS, LAYTON & FINGER, P.A., is the local
counsel, with the engagement led by Zachary I. Shapiro, Brendan J.
Schlauch, Brett M. Haywood, and Daniel J. DeFranceschi, Esq.
FTI CONSULTING is the Debtors' restructuring advisors. LAZARD
FRERES & CO. LLC is the investment banker. PRIME CLERK is the
claims agent.


CLAIRE'S STORES: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Claire's Stores, Inc.
             aka Icing Outlet
             aka Icing by Claire's
             aka Afterthoughts
             aka Claire's Etc.
             aka Claire's
             aka Claire's Club
             aka Claire's Accessories
             aka Icing Ice
             aka The Icing
             aka Icing
             aka Claire's Outlet
             aka Claire's Boutiques
             2400 West Central Road
             Hoffman Estates, IL 60192

Type of Business: Claire's Stores, Inc., together with its seven
                  Debtor and 33 non-Debtor affiliates, is a
                  specialty retailer of jewelry, accessories, and
                  beauty products for young women, teens,
                  "tweens," and kids.  Through the Claire's brand,
                  the Claire's Group has a presence in 45 nations
                  worldwide, through a total combination of over
                  7,500 Company-owned stores, concessions
                  locations, and franchised stores.  Headquartered
                  in Hoffman Estates, Illinois, the Company began
                  as a wig retailer by the name of "Fashion Tress
                  Industries" founded by Rowland Schaefer in
                  1961.  In 1973, Fashion Tress Industries
                  acquired the Chicago-based Claire's Boutiques, a
                  25-store jewelry chain that catered to women and
                  teenage girls.  Following that acquisition,
                  Fashion Tress Industries changed its name to
                  "Claire's Stores, Inc." and shifted its focus to
                  a full line of fashion jewelry and accessories.
                  In 2007, the Company was taken private and
                  acquired by investment funds affiliated with,
                  and co-investment vehicles managed by, Apollo
                  Management VI, L.P.  Claire's Group employs
                  approximately 17,000 people globally.

                  http://www.clairestores.com/

Chapter 11 Petition Date: March 19, 2018

Affiliates that simultaneously filed Chapter 11 petitions:

     Debtor                                      Case No.
     ------                                      --------
     Claire's Stores, Inc. (Lead)                18-10584
     Claire's Inc.                               18-10583
     Claire's Puerto Rico Corp.                  18-10585
     CBI Distributing Corp.                      18-10586
     Claire's Boutiques, Inc.                    18-10587
     Claire's Canada Corp.                       18-10588
     BMS Distributing Corp.                      18-10589
     CSI Canada LLC                              18-10590

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Hon. Brendan Linehan Shannon

Debtors'
General
Counsel:             Ray C. Schrock, P.C.
                     Matthew S. Barr, Esq.
                     Ryan Preston Dahl, Esq.
                     WEIL, GOTSHAL & MANGES LLP
                     767 Fifth Avenue
                     New York, New York 10153
                     Tel: (212) 310-8000
                     Fax: (212) 310-8007
                     E-mail: ray.schrock@weil.com
                             matt.barr@weil.com
                             ryan.dahl@weil.com

Debtors'
Local
Counsel:             Zachary I. Shapiro, Esq.
                     Brendan J. Schlauch, Esq.
                     Brett M. Haywood, Esq.
                     Daniel J. DeFranceschi, Esq.
                     RICHARDS, LAYTON & FINGER, P.A.
                     One Rodney Square
                     910 N. King Street
                     Wilmington, Delaware 19801
                     Tel: (302) 651-7700
                     Fax: (302) 651-7701
                     E-mail: shapiro@rlf.com
                            schlauch@rlf.com
                            haywood@rlf.com
                            defranceschi@rlf.com

Debtors'
Restructuring
Advisors:             FTI CONSULTING
                      227 West Monroe Street, Suite 900
                      Chicago, Illinois 60606
                      Web site: http://www.fticonsulting.com

Debtors'
Investment
Banker:               LAZARD FRERES & CO. LLC
                      300 North LaSalle Street
                      Chicago, Illinois 60654

Debtors'
Claims,
Noticing &
Solicitation
Agent:                PRIME CLERK LLC
                      830 Third Avenue, 9th Floor
                      New York, New York 10022
                      Web site:
                      https://cases.primeclerk.com/claires

Estimated Assets: $1 billion to $10 billion

Estimated Liabilities: $1 billion to $10 billion

The petitions were signed by Scott E. Huckins, executive vice
president and chief financial officer.

A full-text copy of Claire's Stores, Inc.'s petition is available
for free at http://bankrupt.com/misc/deb18-10584.pdf

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
The Bank of New York Mellon        $216.7M 7.750%    $221,544,495
101 Barclay Street                Senior Unsecured
New York, NY 10286                      Notes

Studex Corp.                        Trade Payable      $8,899,178
521 Rosecrans Avenue
Gardena, CA 90248-1514
Tel: (800) 478-8339

Popsockets                          Trade Payable      $1,853,526
3033 Sterling Circle
Boulder, CO 80301
Tel: (303) 223-6922

Ty Inc.                             Trade Payable      $1,721,801
280 Chestnut Avenue
Westmont, IL 60559
Tel: (630) 432-3461

MGA Entertainment Inc.              Trade Payable        $598,136
16300 Roscoe Blvd
Van Nuys, CA 91406
Tel: (818) 894-2525

Aptos - UK                          Trade Payable        $426,730
St. John's Court, Easton Street
High Wycombre Bucks
HP11 1 JX UK

FedEx                               Trade Payable        $359,911
P.O. Box 94515
Palatine, IL 60094-4515
Tel: (800) 622-1147

Expeditors                          Trade Payable        $338,347
P.O. Box 66448
Chicago, IL 60666
Tel: (630) 595-3770

Wowwee Group Limited                Trade Payable        $248,488

Viff Accessories                    Trade Payable        $233,804

Enesco LLC                          Trade Payable        $220,428

Jakks Pacific Parkway               Trade Payable        $219,000

Pretty Woman, LLC                   Trade Payable        $196,560

Animal Adventure, LLC               Trade Payable        $182,881

The Retail Property Trust             Rent/Lease         $175,670
                                      Obligation

Edge Accessories Ltd.               Trade Payable        $161,427

Warehouse Direct, Inc.              Trade Payable        $149,070

Eyesquared                          Trade Payable        $132,287

Trade Global, LLC                   Trade Payable        $127,758

Wish Factory Trading                Trade Payable        $116,538

Nest International Inc.             Trade Payable        $112,064

Inspired Thinking Group             Trade Payable        $109,756

Fiona Cuff                          Trade Payable        $104,562

Simon Property Group, LP              Rent/Lease         $102,906
                                      Obligation

GGP Limited Partnership               Rent/Lease          $96,883
                                      Obligation

Verity Hoskins Products             Trade Payable         $92,068

Skinnydip Limited                   Trade Payable         $84,968

Capitol Light                       Trade Payable         $77,575

Lennox Industries, Inc.             Trade Payable         $73,620

Disney Consumer Products, Inc.      Trade Payable         Unknown


CLAIRE'S STORES: Targets Bankruptcy Exit by Mid-September
---------------------------------------------------------
Claire's Stores, Inc., has sought Chapter 11 bankruptcy protection
with a soon-to-be-filed pre-negotiated plan of reorganization
negotiated with its first lien lenders and equity sponsor, Apollo
Global Management LLC.

The Debtors have finalized and executed a restructuring support
agreement with members of the Ad Hoc First Lien Group and Apollo,
which RSA outlines the material terms of a plan of reorganization
for the Debtors.

The Ad Hoc First Lien Group, which represents holders of over 72%
of the Company's first lien debt, 8% of the Second Lien Notes, and
83% of the Unsecured Notes, has agreed to support confirmation of
the Pre-negotiated Plan.

Among other things, the transactions contemplated by the Plan Term
Sheet will substantially deleverage the Debtors' capital structure
and bring the Debtors' otherwise healthy business into alignment
with its operating environment.

The Pre-negotiated Plan provides for (i) a new money investment of
up to $575 million, comprised of (a) a $75 million new exit ABL
revolving credit facility, (b) a $250 million new exit first lien
term loan, and (c) up to $250 million of preferred stock or equity
interests in the reorganized Debtors; and (ii) a substantial
reduction of the Company's existing funded debt.  The
Pre-negotiated Plan and the commencement of these pre-negotiated
chapter 11 cases are milestone achievements that will benefit the
Debtors and all of their stakeholders.  The transactions
contemplated by the Plan Term Sheet provide for a comprehensive
balance-sheet restructuring, effort to right-size the Debtors'
footprint, preserve the going-concern value of the Claire's
Group's businesses, and protect the jobs of thousands of the
Debtors' employees.

The Debtors are scheduled to file their Chapter 11 Plan in April.
The RSA does not indicated the projected recovery for holders of
unsecured creditors. The RSA states that the Plan will provide
that each holder of (i) first lien claims (on account of
deficiency claims), (ii) second lien claims, (iii) unsecured notes
claims and (iv) allowed general unsecured claims will receive its
pro rata distribution from a cash pool.  The RSA has blanks as to
the amount of the cash pool.

The RSA contains an affirmative "go-shop" provision, pursuant to
which the Debtors are permitted to affirmatively solicit, develop,
and negotiate a "Payout Event" under the RSA.  The RSA also
contains a customary "fiduciary out" provision.

As used in the RSA, a "Payout Event" means a chapter 11 plan,
other than the Pre-negotiated Plan, providing for the (i)
indefeasible payment in full in cash, including any accrued but
unpaid interest (including postpetition interests at the default
contract rate), of (a) all of the First Lien Claims (as defined in
the RSA) and (b) all claims arising under (1) the Debtors'
proposed debtor-in-possession financing facility (the "DIP
Facility"), (2) the CLISP Term Loan, (3) the Gibraltar Secured
Term Loan, (4) the Gibraltar 2019 Unsecured Term Loan, and (5) the
Gibraltar 2021 Unsecured Term Loan; and (ii) treatment of all
other claims against the Company on terms that are not less
favorable than as provided in the Plan Term Sheet.

The RSA also does not require the Debtors to seek Court approval
of any backstop commitment or break-up fees outside of the plan
confirmation process.  Upon termination of the RSA, including for
the purpose of consummating a Payout Event, the Debtors will be
required to pay the Backstop Parties (as defined in the RSA) a
break-up fee in the amount of $38.75 million.  Unless the RSA is
otherwise terminated prior thereto, the Debtors intend to solicit
votes on the Pre-negotiated Plan in or around mid-June 2018.

The Debtors intend to prosecute their chapter 11 cases in a
measured, but efficient manner.  The terms of the RSA reflect that
intention.  Specifically, the RSA establishes this timeline for
these chapter 11 cases (subject to the Court's calendar):

        Milestones                       Date
        ----------                       ----
Commencement Date                      March 19, 2018

Entry of Interim DIP Order             March 26, 2018

File the New Money Backstop
  Commitment Agreement              7 days after hearing to
                                    consider the Debtors' First
                                    Day Motions

File Pre-negotiated Plan,
Disclosure Statement, and motion
for approval of the Disclosure
Statement, the rights offering
procedures, and the solicitation
procedures                             April 9, 2018

Entry of Final DIP Order               May 3, 2018

Entry of Disclosure Statement Order    June 4, 2018
Commence Rights Offering and
solicitation of votes on
Pre-negotiation Plan                7 calendar days after entry
                                    Of Disclosure Statement Order

Entry of Confirmation Order         75 calendar days after entry
                                    of entry of Disclosure
                                    Statement Order

Effective Date of
Pre-negotiated Plan                    Sept. 14, 2018

The Debtors believe that conducting their chapter 11 cases with
alacrity is essential to preserving and maximizing the
going-concern value of their estates. Both the Debtors and the Ad
Hoc First Lien Group are aligned in their support of an efficient
balance sheet restructuring that minimizes the impact to the
Company's operations, vendors, and employees.  The proposed
timeline for these chapter 11 cases appropriately balances the
Debtors' need to complete their restructuring process quickly and
their need to sufficiently test value in the market.

                    Prepetition Capital Structure

As of the Commencement Date, the Claire's Group's prepetition
capital structure includes approximately $2.1 billion in funded
debt:

                                                   ($ millions)
  Debt Instrument (Aggregate Principal)             Funded Debt
  -------------------------------------             -----------
Prepetition ABL Credit Facility                           $71.0
Prepetition Revolving Credit Facility                        --
Prepetition LC Facility                                     1.3
First Lien Term Loan                                       32.3
9.000% First Lien Notes                                 1,125.0
6.125% First Lien Notes                                   210.0
                                                    -----------
Total First Lien Debt                                  $1,438.3

Second Lien Notes                                         222.3

Unsecured Notes                                           216.7
                                                    -----------
Total Debtor Funded Debt                               $1,878.7

  Non-Debtor Obligations
  ----------------------
CLSIP Term Loan                                          $105.0
Gibraltar Secured Term Loan                                51.5
Gibraltar 2019 Unsecured Term Loan                         40.0
Gibraltar 2021 Unsecured Term Loan                         48.5
                                                    -----------
Total Non-Debtor Funded Debt                             $245.0
                                                    -----------
Total Claire's Group Funded Debt                       $2,122.4

Credit Suisse AG, Cayman Islands Branch, is administrative agent
under the ABL Facility.  Credit Suisse is administrative agent
under the Prepetition Revolving Credit Facility.  Wilmington
Trust, National Association is administrative and collateral agent
under the First Lien Term Loan.  Credit Suisse, is issuer and
collateral agent under the Prepetition Letter of Credit Facility.

The Bank of New York Mellon Trust Company, N.A., is indenture
trustee and collateral agent under the 9.00% First Lien Notes, the
6.125% Senior Secured First Lien Notes, the 8.875% Second Lien
Notes, and 7.750% senior unsecured notes.

Wilmington Trust, is the administrative and collateral agent for
the CLSIP Term Loan.

Botticelli LLC, is administrative agent, and Cortland Capital
Markets Services LLC, is collateral agent for the Gibraltar
Secured Term Loan.  Credit Suisse is administrative agent for the
Gibraltar 2019 Unsecured Term Loan.  Wilmington Trust is
administrative agent for the Gibraltar 2021 Unsecured Term Loan.

                        First Day Motions

Contemporaneously herewith, the Debtors have filed with the Court
motions seeking orders granting various forms of relief intended
to stabilize the Debtors' business operations, facilitate the
efficient administration of these chapter 11 cases, and expedite
a swift and smooth restructuring of the Debtors' capital
structure.

A hearing on the Debtors' First Day Motions will be held on March
20, 2018 at 11:30 a.m. (ET).

The First Day Motions include:

   * Motion of Debtors for Entry of Order (I) Directing Joint
Administration of Chapter 11 Cases and (II) Granting Related
Relief;

   * Motion of Debtors for Entry of Interim and Final Orders (I)
Authorizing the Debtors to (A) Obtain Postpetition Financing and
(B) Use Cash Collateral, (II) Granting Adequate Protection, (III)
Scheduling a Final Hearing, and (IV) Granting Related Relief;

   * Motion of Debtors for Entry of Order (I) Authorizing Debtors
to File Under Seal Fee Letter Related to Proposed
Debtor-in-Possession Financing, (II) Restricting Access to the Fee
Letter, and (III) Granting Related Relief;

   * Motion of Debtors for Entry of Order (I) Authorizing Debtors
to (A) Continue Participating in Existing Cash Management System
and Using Bank Accounts and Business Forms, and (B) Continue
Intercompany Transactions, (II) Providing Administrative Expense
Priority for Postpetition Intercompany Claims, and (III) Granting
Related Relief;

   * Motion of Debtors for Entry of Interim and Final Orders (I)
Authorizing Debtors to (A) Pay Prepetition Wages, Salaries,
Reimbursable Expenses, and Other Obligations on Account of
Compensation and Benefits Programs, and (B) Continue Compensation
and Benefits Programs, and (II) Granting Related Relief;

   * Motion of Debtors for Entry of Interim and Final Orders (I)
Authorizing the Debtors to Pay Certain Prepetition Obligations to
Critical Vendors and (II) Granting Related Relief;

   * Motion of Debtors for Entry of Interim and Final Orders (I)
Authorizing the Debtors to Pay Certain Prepetition Obligations to
Foreign Vendors and (II)Granting Related Relief;

   * Motion of Debtors for Entry of Interim and Final Orders (I)
Authorizing Debtors to Pay Certain Prepetition Taxes and Fees, and
(II) Granting Related Relief;

   * Motion of Debtors for Entry of Interim and Final Orders (I)
Authorizing Debtors to (A) Continue to Maintain Their Insurance
Policies and Programs, and (B) Honor All Insurance Obligations,
and (II) Granting Related Relief;

   * Motion of Debtors for Entry of Order (I) Authorizing Debtors
to Pay Certain Prepetition Claims of (A) Shippers and Lienholders,
and (B) 503(b)(9) Claimants, (II) Confirming Administrative
Expense Priority of Undisputed and Outstanding Prepetition Orders,
and (III) Granting Related Relief;

   * Motion of Debtors for Entry of Order (I) Authorizing Debtors
to (A) Maintain and Administer Prepetition Customer Programs,
Promotions, and Practices, (B) Pay and Honor Related Prepetition
Obligations, and (II) Granting Related Relief;

   * Motion of Debtors for Entry of Interim and Final Orders (I)
Approving Debtors' Proposed Form of Adequate Assurance of Payment
to Utility Providers, (II) Establishing Procedures for Determining
Adequate Assurance of Payment for Future Utility Services, (III)
Prohibiting Utility Providers from Altering, Refusing, or
Discontinuing Utility Service, (IV) Authorizing the Debtors to
Honor Obligations to Payment Processors in the Ordinary Course of
Business, and (V) Granting Related Relief;

   * Motion of Debtors for Entry of Order Establishing
Notification Procedures and Approving Restrictions on Certain
Transfers of Interests in the Debtors and Claiming a Worthless
Stock Deduction; and

   * Application of Debtors for Appointment of Prime Clerk LLC as
Claims and Noticing Agent Nunc Pro Tunc to the Commencement Date.

The First Day Motions seek authority to, among other things,
obtain postpetition financing, honor employee-related wages and
benefits obligations, pay claims of certain vendors and suppliers
critical to the Debtors' business operations, and ensure the
continuation of the Debtors' cash management system and other
operations in the ordinary course of business with as minimal
interruption as possible on account of the commencement of
the chapter 11 cases.

                    About Claire's Stores

Claire's Stores, Inc. -- http://www.clairestores.com/-- is a
specialty retailer of jewelry, accessories, and beauty products
for young women, teens, "tweens," and kids. Through the Claire's
brand, the Claire's Group has a presence in 45 nations worldwide,
through a total combination of over 7,500 Company-owned stores,
concessions locations, and franchised stores. Headquartered in
Hoffman Estates, Illinois, the Company began as a wig retailer by
the name of "Fashion Tress Industries" founded by Rowland Schaefer
in 1961. In 1973, Fashion Tress Industries acquired the
Chicago-based Claire's Boutiques, a 25-store jewelry chain that
catered to women and teenage girls. Following that acquisition,
Fashion Tress Industries changed its name to "Claire's Stores,
Inc." and shifted its focus to a full line of fashion jewelry and
accessories.

In 2007, the Company was taken private and acquired by investment
funds affiliated with, and co-investment vehicles managed by,
Apollo Management VI, L.P. Claire's Group employs approximately
17,000 people globally. Claire's Stores, Inc., and 7 affiliates
sought Chapter 11 protection (Bankr. D. Del. Case No. 18-10584) on
March 19, 2018, after reaching terms of a balance sheet
restructuring with their first lien lenders and sponsor Apollo
Global Management, LLC. As of Oct. 28, 2017, Claire's Stores
reported $1.98 billion in total assets against $2.53 billion in
total liabilities.

The Hon. Brendan Linehan Shannon is the case judge.
WEIL, GOTSHAL & MANGES LLP, is the Debtors' counsel, with the
engagement led by Ray C. Schrock, P.C., Matthew S. Barr, and Ryan
Preston Dahl. RICHARDS, LAYTON & FINGER, P.A., is the local
counsel, with the engagement led by Zachary I. Shapiro, Brendan J.
Schlauch, Brett M. Haywood, and Daniel J. DeFranceschi, Esq.
FTI CONSULTING is the Debtors' restructuring advisors. LAZARD
FRERES & CO. LLC is the investment banker. PRIME CLERK is the
claims agent.


CLAIRE'S STORES: Says Cortland Offered to Provide DIP Loan
----------------------------------------------------------
Claire's Stores, Inc. disclosed that on February 2, 2018, the
Company entered into confidentiality agreements with each of the
Ad Hoc First Lien Holders.

Additionally, as part of its preparation to commence the Chapter
11 Cases, the Company entered into certain confidentiality
agreements with alternative potential providers of debtor-in-
possession financing, including the lender under the Credit
Agreement dated as of January 5, 2017, among Claire's (Gibraltar)
Intermediate Holdings Limited ("CGIH") and Claire's Germany GMBH,
as borrowers, the guarantor parties thereto, Botticelli LLC, as
administrative agent, Cortland Capital Market Services LLC, as
collateral agent, and the Gibraltar Lender.

Pursuant to the NDAs, the Ad Hoc First Lien Holders and the
Potential Lenders have been provided with confidential information
regarding the Debtors and their businesses.

On March 11, 2018, Claire's (Gibraltar) Holdings Limited, CGIH and
the Gibraltar Lender executed a commitment to amend certain
provisions of the Gibraltar Intermediate Secured Term Loan.  A
copy of the Amendment is available at https://is.gd/mnIEby

Also on March 11, 2018, the Gibraltar Lender provided a commitment
to provide the Company with debtor-in-possession financing, which
commitment is set to expire on the first business day that is at
least three calendar days after the commencement of the Chapter 11
Cases.

However, no agreement was executed by the Company with the
Gibraltar Lender to provide such debtor-in-possession financing,
which was offered at an interest rate that is higher than as
provided under the DIP Facilities being provided pursuant to the
DIP Commitment Letter the Company executed with Citigroup on March
11, 2018.

                     About Claire's Stores

Claire's Stores, Inc. -- http://www.clairestores.com/-- is a
specialty retailer of jewelry, accessories, and beauty products
for young women, teens, "tweens," and kids. Through the Claire's
brand, the Claire's Group has a presence in 45 nations worldwide,
through a total combination of over 7,500 Company-owned stores,
concessions locations, and franchised stores. Headquartered in
Hoffman Estates, Illinois, the Company began as a wig retailer by
the name of "Fashion Tress Industries" founded by Rowland Schaefer
in 1961. In 1973, Fashion Tress Industries acquired the
Chicago-based Claire's Boutiques, a 25-store jewelry chain that
catered to women and teenage girls. Following that acquisition,
Fashion Tress Industries changed its name to "Claire's Stores,
Inc." and shifted its focus to a full line of fashion jewelry and
accessories.

In 2007, the Company was taken private and acquired by investment
funds affiliated with, and co-investment vehicles managed by,
Apollo Management VI, L.P. Claire's Group employs approximately
17,000 people globally. Claire's Stores, Inc., and 7 affiliates
sought Chapter 11 protection (Bankr. D. Del. Case No. 18-10584) on
March 19, 2018, after reaching terms of a balance sheet
restructuring with their first lien lenders and sponsor Apollo
Global Management, LLC. As of Oct. 28, 2017, Claire's Stores
reported $1.98 billion in total assets against $2.53 billion in
total liabilities.

The Hon. Brendan Linehan Shannon is the case judge.
WEIL, GOTSHAL & MANGES LLP, is the Debtors' counsel, with the
engagement led by Ray C. Schrock, P.C., Matthew S. Barr, and Ryan
Preston Dahl. RICHARDS, LAYTON & FINGER, P.A., is the local
counsel, with the engagement led by Zachary I. Shapiro, Brendan J.
Schlauch, Brett M. Haywood, and Daniel J. DeFranceschi, Esq.
FTI CONSULTING is the Debtors' restructuring advisors. LAZARD
FRERES & CO. LLC is the investment banker. PRIME CLERK is the
claims agent.


                     About Claire's Stores

Claire's Stores, Inc. -- http://www.clairestores.com/-- is a
specialty retailer of jewelry, accessories, and beauty products
for young women, teens, "tweens," and kids. Through the Claire's
brand, the Claire's Group has a presence in 45 nations worldwide,
through a total combination of over 7,500 Company-owned stores,
concessions locations, and franchised stores. Headquartered in
Hoffman Estates, Illinois, the Company began as a wig retailer by
the name of "Fashion Tress Industries" founded by Rowland Schaefer
in 1961. In 1973, Fashion Tress Industries acquired the
Chicago-based Claire's Boutiques, a 25-store jewelry chain that
catered to women and teenage girls. Following that acquisition,
Fashion Tress Industries changed its name to "Claire's Stores,
Inc." and shifted its focus to a full line of fashion jewelry and
accessories.

In 2007, the Company was taken private and acquired by investment
funds affiliated with, and co-investment vehicles managed by,
Apollo Management VI, L.P. Claire's Group employs approximately
17,000 people globally. Claire's Stores, Inc., and 7 affiliates
sought Chapter 11 protection (Bankr. D. Del. Case No. 18-10584) on
March 19, 2018, after reaching terms of a balance sheet
restructuring with their first lien lenders and sponsor Apollo
Global Management, LLC. As of Oct. 28, 2017, Claire's Stores
reported $1.98 billion in total assets against $2.53 billion in
total liabilities.

The Hon. Brendan Linehan Shannon is the case judge.
WEIL, GOTSHAL & MANGES LLP, is the Debtors' counsel, with the
engagement led by Ray C. Schrock, P.C., Matthew S. Barr, and Ryan
Preston Dahl. RICHARDS, LAYTON & FINGER, P.A., is the local
counsel, with the engagement led by Zachary I. Shapiro, Brendan J.
Schlauch, Brett M. Haywood, and Daniel J. DeFranceschi, Esq.
FTI CONSULTING is the Debtors' restructuring advisors. LAZARD
FRERES & CO. LLC is the investment banker. PRIME CLERK is the
claims agent.


CLAIRE'S STORES: Obtains $135 Million DIP Facility from Citigroup
-----------------------------------------------------------------
Citigroup Global Markets Inc. has agreed to provide Claire's
Stores, Inc.:

(i) a senior secured superpriority non-amortizing asset-based
revolving facility in an aggregate principal amount of $75,000,000
-- DIP ABL Loan -- with up to $10,000,000 of the DIP ABL Loan
available for the issuance of standby letters of credit; and

(ii) a superpriority senior secured last-out term facility in
an aggregate principal amount of $60,000,000,
pursuant to a commitment letter dated as of March 11, 2018 by and
among the Company and Citi.

The DIP Facilities will be guaranteed on a joint and several basis
by Claire's Inc., a Delaware corporation, BMS Distributing Corp.,
a Delaware corporation, CBI Distributing Corp., a Delaware
corporation, Claire's Boutiques, Inc., a Colorado corporation,
Claire's Canada Corp., a Delaware corporation, Claire's Puerto
Rico Corp., a Delaware corporation and CSI Canada LLC, a Delaware
limited liability company.

The proceeds of the DIP ABL Loan will be used to refinance all
outstanding obligations and replace commitments under the ABL
Credit Agreement, including cash collateralization of those
letters of credit prior issued, outstanding and undrawn as of the
closing date of the DIP Facilities; and to pay fees, costs and
expenses incurred in connection with the DIP Facilities, and the
proceeds of the DIP Facilities will be used for working capital
and general corporate purposes and to fund certain fees payable to
professional service providers in connection with prosecuting the
Chapter 11 Cases.

The DIP Facilities will mature, subject to the satisfaction of
certain conditions, on the earliest of (i) the one year
anniversary of the DIP Closing Date, (ii) the effective date of a
plan of reorganization, (iii) the date of closing of a sale of all
or substantially all of the Company's assets pursuant to Section
363 of the Bankruptcy Code, (iv) the date on which acceleration of
the outstanding loans, and the terminations of the commitments,
under the DIP Facilities and (v) certain dates specified in
connection with the Chapter 11 Cases and orders issued in
connection therewith.

                      About Claire's Stores

Claire's Stores, Inc. -- http://www.clairestores.com/-- is a
specialty retailer of jewelry, accessories, and beauty products
for young women, teens, "tweens," and kids. Through the Claire's
brand, the Claire's Group has a presence in 45 nations worldwide,
through a total combination of over 7,500 Company-owned stores,
concessions locations, and franchised stores. Headquartered in
Hoffman Estates, Illinois, the Company began as a wig retailer by
the name of "Fashion Tress Industries" founded by Rowland Schaefer
in 1961. In 1973, Fashion Tress Industries acquired the
Chicago-based Claire's Boutiques, a 25-store jewelry chain that
catered to women and teenage girls. Following that acquisition,
Fashion Tress Industries changed its name to "Claire's Stores,
Inc." and shifted its focus to a full line of fashion jewelry and
accessories.

In 2007, the Company was taken private and acquired by investment
funds affiliated with, and co-investment vehicles managed by,
Apollo Management VI, L.P. Claire's Group employs approximately
17,000 people globally. Claire's Stores, Inc., and 7 affiliates
sought Chapter 11 protection (Bankr. D. Del. Case No. 18-10584) on
March 19, 2018, after reaching terms of a balance sheet
restructuring with their first lien lenders and sponsor Apollo
Global Management, LLC. As of Oct. 28, 2017, Claire's Stores
reported $1.98 billion in total assets against $2.53 billion in
total liabilities.

The Hon. Brendan Linehan Shannon is the case judge.
WEIL, GOTSHAL & MANGES LLP, is the Debtors' counsel, with the
engagement led by Ray C. Schrock, P.C., Matthew S. Barr, and Ryan
Preston Dahl. RICHARDS, LAYTON & FINGER, P.A., is the local
counsel, with the engagement led by Zachary I. Shapiro, Brendan J.
Schlauch, Brett M. Haywood, and Daniel J. DeFranceschi, Esq.
FTI CONSULTING is the Debtors' restructuring advisors. LAZARD
FRERES & CO. LLC is the investment banker. PRIME CLERK is the
claims agent.


CLAIRE'S STORES: Says Apollo, Lenders Pledge $575M in New Money
---------------------------------------------------------------
Claire's Stores, Inc. and its debtor-affiliates entered into a
Restructuring Support Agreement, dated as of March 19, 2018, in
connection with the commencement of their Chapter 11 Cases.

The non-debtor parties to the RSA are:

     * Apollo Global Management, LLC, the Debtors' equity
       sponsor; and

     * certain unaffiliated holders of first lien debt issued by
       the Company -- Initial Consenting Holders -- including:

          (i) lenders under the ABL Credit Agreement, effective
              as of September 20, 2016, by and between the
              Company, as borrower, the guarantors party thereto,
              Credit Suisse AG, Cayman Islands Branch, as
              administrative agent, and the lenders party
              thereto;

         (ii) lenders under the Second Amended and Restated
              Credit Agreement, effective as of September 20,
              2016, by and between the Company, as borrower,
              the guarantors party thereto, Credit Suisse, as
              administrative agent, and the lenders party
              thereto;

        (iii) lenders under the Term Loan Credit Agreement, dated
              as of September 20, 2016, by and between the
              Company, as borrower, Wilmington Trust, National
              Association, as administrative agent and collateral
              agent, the guarantors party thereto, and the
              lenders party thereto;

         (iv) holders of 9.00% Senior Secured First Lien Notes
              due 2019 issued pursuant to the Senior Secured
              First Lien Notes Indenture, dated as of February
              28, 2012, between the Company -- the permitted
              successor to Claire's Escrow II Corporation -- as
              issuer, the guarantors party thereto, and The Bank
              of New York Mellon Trust Company, N.A., as trustee
              and collateral agent;

          (v) holders of 6.125% Senior Secured First Lien Notes
              due 2020 issued pursuant to the Senior Secured
              First Lien Notes Indenture, dated as of March 12,
              2013, between the Company, as issuer, the
              guarantors party thereto, and Bank of New York, as
              trustee and collateral agent;

         (vi) holders of 8.875 % Senior Notes due 2020 issued
              pursuant to the Senior Secured Second Lien Notes
              Indenture, dated as of March 4, 2011, between the
              Company -- the permitted successor to Claire's
              Escrow II Corporation -- as issuer, the guarantors
              party thereto, and Bank of New York, as trustee and
              collateral agent; and

        (vii) holders of 7.775% Senior Notes Due 2020 issued
              pursuant to the Senior Notes Indenture, dated as of
              May 14, 2013 between the Company, as issuer, the
              guarantors party thereto, and Bank of New York, as
              trustee.

As set forth in the Restructuring Support Agreement, the parties
to the Restructuring Support Agreement have agreed to the
principal terms of a proposed financial restructuring of the
Debtors, which will be implemented through a pre-negotiated plan
of reorganization in conjunction with the Chapter 11 Cases.

The Restructuring Support Agreement provides, among other things,
that the Ad Hoc First Lien Group and the Sponsor shall enter into
a backstop agreement in an amount of up to $575 million, comprised
of:

            $75,000,000 in new exit ABL revolver,

           $250,000,000 in new first lien exit term loan, and

   up to a $250,000,000 investment in the reorganized company in
                        the form of preferred stock.

Terms for the New ABL Revolver will be on terms consistent with
this Term Sheet and otherwise reasonably acceptable to the Company
and the Requisite Consenting Creditors and shall provide that:

     -- the New ABL Revolver shall be secured by a first lien on
assets constituting ABL Priority Collateral (as defined in that
certain [ABL] Intercreditor Agreement, dated as of September 20,
2016) and a second lien on all other assets with respect to the
New First Lien Term Loan; and

     -- the New ABL Revolver will (i) mature 4 years after the
Effective Date, (ii) bear interest at L+350 bps with no floor,
payable in cash quarterly, and (iii) include an undrawn commitment
fee 0.75%.

The New First Lien Term Loan will (i) mature 20 years from the
Effective Date and (ii) bear interest at L+725 bps with a 1.5%
LIBOR floor per annum, payable in cash quarterly. The full
principal amount of the New First Lien Term Loan will be due at
maturity, and have no amortization.

The New First Lien Term Loan will include a make-whole redemption
provision, subject to waiver by two-thirds supermajority of
holders of the New First Lien Term Loan, which shall be owed and
payable upon a change of control, merger, sale of all or
substantially all assets, acceleration, default, bankruptcy,
insolvency, redemption or prepayment whether mandatory or at the
reorganized Company's option.

The "Make-Whole Premium" means, as of any date on which the New
First Lien Term Loan is repaid or prepaid, the greater of (i) 1.0%
of the principal amount of the New First Lien Term Loan and (ii)
the excess of (A) the present value at such date of redemption of
(1) the principal amount of the New First Lien Term Loan, plus (2)
all remaining required interest payments (assuming that the rate
of interest will be equal to (x) the U.S. dollar interest rate
swap rate with a duration most nearly equal to the then remaining
term of New First Lien Term Loan to the Maturity Date (as quoted
by Bloomberg) plus 7.25% per annum or (y) if such rate in clause
(x) is not available, the rate of interest applicable to the New
First Lien Term Loan on the date that is two (2) business days
prior to the date on which the notice of prepayment is delivered)
due on the New First Lien Term Loan through the Maturity Date
(excluding accrued but unpaid interest to the date of repayment or
prepayment), computed using a discount rate equal to the
applicable treasury rate plus 50 basis points, over (B) the
principal amount of the New First Lien Term Loan.

The Consenting Lenders and Apollo will support a rights offering
through which holders of First Lien Claims that are qualified
institutional buyers and/or accredited investors will receive
rights to participate, in the New Money Investment.

The Initial Consenting Creditors and the Sponsor (together, the
"Backstop Parties") have agreed to purchase any and all of the New
Money Investment not subscribed in the Rights Offering.

Pursuant to the terms of the Restructuring Support Agreement, each
creditor party thereto from time to time, has agreed, among other
things, subject to certain conditions, to (i) use commercially
reasonable efforts to support the comprehensive restructuring of
the existing debt and other obligations of the Debtors (the
"Restructuring") and all transactions contemplated by the
Restructuring Support Agreement, in accordance with certain
milestones for the Chapter 11 Cases; (ii) vote to accept the Plan;
(iii) use its commercially reasonable efforts to consent to
actions contemplated by the Restructuring Support Agreement or
otherwise required to be taken to effectuate the Restructuring;
(iv) not negotiate or participate in any plan of reorganization or
liquidation, proposal, term sheet, offer, transaction,
dissolution, winding up, liquidation, reorganization, refinancing,
recapitalization, restructuring, merger, consolidation, business
combination, joint venture, partnership, sale of material assets
or equity involving the majority of the Company's or one or more
of its controlled subsidiaries' equity, assets or liabilities,
other than the Restructuring; and (v) not enter into any other
restructuring or similar agreement with respect to the
Restructuring that would be inconsistent with the Restructuring
Support Agreement without the consent of the Company.

The terms of the Restructuring Support Agreement and the RSA Term
Sheet are subject to approval by the Court, among other
conditions.  Accordingly, no assurance can be given that the
transactions described herein will be consummated.

Any new securities to be issued pursuant to the restructuring
transaction have not been registered under the Securities Act of
1933, as amended, or any state securities laws. Therefore, the new
securities may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act and any applicable state
securities laws.

The Consenting Creditors are represented by:

     Matthew A. Feldman, Esq.
     Brian S. Lennon, Esq.
     Daniel I. Forman, Esq.
     WILLKIE FARR & GALLAGHER LLP
     787 Seventh Avenue
     New York, NY 10019
     Telephone: (212) 728-8000
     Facsimile: (212) 728-8111
     E-mail: mfeldman@willkie.com
             blennon@willkie.com
             dforman@willkie.com

          - and -

      MILLSTEIN & CO., LLC

Apollo may be reached at:

     Lance Milken
     John Suydam
     APOLLO MANAGEMENT HOLDINGS, L.P.
     9 West 57th Street
     New York, NY 10019
     Telephone: (212) 515-3200
     E-mail: milken@apollolp.com
             suydam@apollolp.com

and is represented by:

     Jeffrey D. Saferstein, Esq.
     Facsimile: (212) 373-3000
     PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
     1285 Avenue of the Americas
     New York, NY 10019
     Email: jsaferstein@paulweiss.com

A copy of the RSA is available at https://is.gd/2TZwTp

                            *     *     *

The Company said the commencement of the Chapter 11 Cases
constitutes an event of default that accelerated the Debtors'
obligations under these debt instruments:

     * $71.0 million in outstanding aggregate principal amount
       under the ABL Credit Agreement;

     * $32.3 million in outstanding aggregate principal amount
       under the First Lien Term Loan;

     * $1.125 billion in outstanding aggregate principal amount
       under the 9.00% First Lien Notes Indenture;

     * $210.0 million in outstanding aggregate principal amount
       under the 6.125% First Lien Notes Indenture;

     * $222.3 million in outstanding aggregate principal amount
       under the Claire's 2L Notes Indenture; and

     * $216.7 million in outstanding aggregate principal amount
       under the Unsecured Notes Indenture.

The Debt Instruments provide that as a result of the commencement
of the Chapter 11 Cases the principal and interest due thereunder
shall be immediately due and payable.

The Company said any efforts to enforce the payment obligations
under the Debt Instruments are automatically stayed as a result of
the commencement of the Chapter 11 Cases, and the creditors'
rights of enforcement in respect of the Debt Instruments are
subject to the applicable provisions of the Bankruptcy Code.


                  About Claire's Stores

Claire's Stores, Inc. -- http://www.clairestores.com/-- is a
specialty retailer of jewelry, accessories, and beauty products
for young women, teens, "tweens," and kids. Through the Claire's
brand, the Claire's Group has a presence in 45 nations worldwide,
through a total combination of over 7,500 Company-owned stores,
concessions locations, and franchised stores. Headquartered in
Hoffman Estates, Illinois, the Company began as a wig retailer by
the name of "Fashion Tress Industries" founded by Rowland Schaefer
in 1961. In 1973, Fashion Tress Industries acquired the
Chicago-based Claire's Boutiques, a 25-store jewelry chain that
catered to women and teenage girls. Following that acquisition,
Fashion Tress Industries changed its name to "Claire's Stores,
Inc." and shifted its focus to a full line of fashion jewelry and
accessories.

In 2007, the Company was taken private and acquired by investment
funds affiliated with, and co-investment vehicles managed by,
Apollo Management VI, L.P. Claire's Group employs approximately
17,000 people globally. Claire's Stores, Inc., and 7 affiliates
sought Chapter 11 protection (Bankr. D. Del. Case No. 18-10584) on
March 19, 2018, after reaching terms of a balance sheet
restructuring with their first lien lenders and sponsor Apollo
Global Management, LLC. As of Oct. 28, 2017, Claire's Stores
reported $1.98 billion in total assets against $2.53 billion in
total liabilities.

The Hon. Brendan Linehan Shannon is the case judge.
WEIL, GOTSHAL & MANGES LLP, is the Debtors' counsel, with the
engagement led by Ray C. Schrock, P.C., Matthew S. Barr, and Ryan
Preston Dahl. RICHARDS, LAYTON & FINGER, P.A., is the local
counsel, with the engagement led by Zachary I. Shapiro, Brendan J.
Schlauch, Brett M. Haywood, and Daniel J. DeFranceschi, Esq.
FTI CONSULTING is the Debtors' restructuring advisors. LAZARD
FRERES & CO. LLC is the investment banker. PRIME CLERK is the
claims agent.





                            ***********


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
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issuers' public debt and equity securities about which we report.

Tuesday's edition of the TCR-LA features a list of companies with
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latest balance sheets publicly available a day prior to
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