/raid1/www/Hosts/bankrupt/TCRLA_Public/181012.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
L A T I N A M E R I C A
Friday, October 12, 2018, Vol. 19, No. 203
Headlines
A R G E N T I N A
PROVINCE OF LA RIOJA: S&P Cuts ICR to B, Outlook Stable
B E R M U D A
NOBLE GROUP: Yancoal to Object Over Terms of Restructuring Plan
B R A Z I L
CONC. DAS RODOVIAS: Moody's Puts Ba3 Issuer Rating on Review
INVESTMENT ENERGY: S&P Assigns Prelim. 'BB-' Issuer Credit Rating
S.A. USINA CORURIPE: S&P Lowers ICR to 'B-', Outlook Negative
C A Y M A N I S L A N D S
ARABELLA PETROLEUM: S&W Bid for Counsel Fees Reimbursement Junked
D O M I N I C A N R E P U B L I C
DOMINICAN REPUBLIC: Needs 60 More Dams Urgently, Official Says
DOMINICAN REPUBLIC: Has US$283 Million Trade Surplus
P A N A M A
* PANAMA: Implements IMF's Enhanced Gen Data Dissemination System
P U E R T O R I C O
TOYS R US: Seeks IP Rights Sale to Lenders & Plans Brand Relaunch
TOYS R US: Fee Examiner Taps Hathaway Adair as Legal Counsel
T R I N I D A D & T O B A G O
* CARIBBEAN AIRLINES: Offers Website Bookings
V E N E Z U E L A
VENEZUELA: SA to Pressure Gov't to End Policies Driving Inflation
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A R G E N T I N A
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PROVINCE OF LA RIOJA: S&P Cuts ICR to B, Outlook Stable
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S&P Global Ratings lowered its issuer credit and debt ratings on
the province of La Rioja to 'B' from 'B+'. At the same time, S&P
removed the ratings from CreditWatch with negative implications,
where it placed them on Sept. 3, 2018, following a similar action
on the sovereign. The outlook is now stable.
OUTLOOK
S&P said, "The stable outlook reflects our view that La Rioja's
cash position will be sufficient to cover the province's financing
needs for the next 6-12 months, while maintain debt burden just
below 60% of operating revenues despite our expectation of
weakening finances in 2018 and 2019. For 2020, we expect La Rioja
to post operating surplus, as Argetina's economy recovers and
inflation decreases."
Downside scenario
S&P said, "We could lower the ratings on La Rioja in the next 6-12
months if its finances deteriorate beyond our expectation, in the
form of widening operating deficits stemming from the revenue base
erosion, or if the province fails to contain increasing spending
pressure from high inflation, which could weaken La Rioja's
liquidity position.
Upside scenario
"We could raise the ratings on La Rioja in the next 12 months if
its fiscal performance significantly improves, with consistent
operating surpluses above 5% of operating revenues due to
successful management of the revenues and expenses, while the
province maintains its cash position. At the same time, structural
improvements in the institutional framework, in which the province
operates, could strengthen La Rioja's creditworthiness."
RATIONALE
S&P said, "The downgrade reflects the province's fiscal
deterioration in 2017 and 2018, which we expect will continue
until 2019. The province was unable to maintain the solid
operating surpluses for these two years, which it posted in the
past, as a result of increasing expenses. We believe Argentina's
recession, the government's austerity measures and rising
inflation in 2018 will result in operating deficits for the
province until 2019 with a sharp reduction in infrastructure
spending. At the same time, the Argentine peso's steep
depreciation raised La Rioja's debt stock to 59% of 2018 projected
operating revenues from 38% in 2017. We expect debt burden to
decrease gradually in the next three years."
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B E R M U D A
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NOBLE GROUP: Yancoal to Object Over Terms of Restructuring Plan
---------------------------------------------------------------
Jamie Lee at The Strait Times reports that Noble Group on
Oct. 10 flagged that Yancoal Australia Ltd and certain of
Yancoal's affiliates intend to file objections to the
constitution of classes and the schemes under the restructuring
plan put out by the commodities firm.
Yancoal, which is labelled as a potential "other scheme
creditor", is also set to challenge the jurisdiction of the
English courts, the Strait Times relates.
"The company's advisers note that objections of the nature raised
by Yancoal are not uncommon in complex international
restructurings," Noble said in its statement, the report relays.
"The board continues to strongly believe that the restructuring
is in the best interest of all stakeholders."
According to The Strait Times, Noble said that it expected to
issue an explanatory statement to scheme creditors on Oct 16. It
has meanwhile applied to both the High Court of Justice of
England and Wales, and the Supreme Court of Bermuda to begin
scheme meetings. The hearing in London is scheduled on Oct. 12,
and that in Bermuda on Oct. 15.
In August, Noble won overwhelming approval from shareholders to
push through with its do-or-die debt-for-equity rescue plan, the
report recalls. Under the controversial restructuring plan, Noble
will hand over a bulk or 70 per cent of the equity to senior
creditors, 10 per cent to management and the rest to existing
shareholders, the Strait Times notes.
About Noble Group
Hong Kong-based Noble Group Limited (SGX:N21) --
http://www.thisisnoble.com/-- engages in supply of agricultural,
industrial and energy products. The Company supplies agricultural
and energy products, metals, minerals and ores. Agriculture
products include grains, oilseeds and sugar to palm oil, coffee,
and cocoa. Energy business includes coal, gas and liquid energy
products. In metals, minerals and ores (MMO), it supplies iron
ore, aluminum, special ores and alloys. The Company operates
nearly in 140 locations. It supplies growth demand markets in
Asia and Middle East. Alcoa World Alumina and Chemicals is the
subsidiary of this company.
As reported in the Troubled Company Reporter-Asia Pacific on
Sept. 5, 2018, Moody's Investors Service has upgraded Noble Group
Limited's corporate family rating to Caa1 from Caa3. At the same
time, Moody's has affirmed Noble's senior unsecured ratings at
Ca, and the rating on its senior unsecured medium-term note (MTN)
program at (P)Ca. The company is in default on its existing debt
obligations. The ratings outlook is stable.
"The upgrade of Noble's CFR reflects its expectation that the
company's capital structure and liquidity will improve, following
its restructuring, which was approved by shareholders earlier
this week," Gloria Tsuen, a Moody's Vice President and
Senior Analyst, said. "Moody's expects that the restructuring
will be completed by the end of this year," added Tsuen.
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B R A Z I L
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CONC. DAS RODOVIAS: Moody's Puts Ba3 Issuer Rating on Review
------------------------------------------------------------
Moody's America Latina has placed the Ba3 global scale and A2.br
national scale issuer ratings and backed senior secured ratings of
Conc. das Rodovias Ayrton Senna e Carvalho P under review for
downgrade. The rating actions follow that of September 28, 2018,
when Moody's placed the ratings of Ecopistas' parent company,
Ecorodovias Concessoes e Servicos S.A. (ECO C&S, senior unsecured
ratings of Ba3/A2.br RUR), under review for downgrade in relation
to an investigation related to corruption allegations. Today's
action reflects the presence of automatic early amortization
clauses embedded on Ecopistas' 1st Issuance of Debentures upon the
default or bankruptcy of ECO C&S, as guarantor of the debentures.
As such, the ratings on Ecopistas are linked to that of ECO C&S.
RATINGS RATIONALE
The rating action relates to the existence of automatic early
amortization clauses embedded on Ecopistas' 1st issuance of
debentures related to the default or bankruptcy of ECO C&S (debt
above BRL15 million). Therefore, Ecopistas' ratings are linked to
that of its parent company. ECO C&S is guarantor to the 1st
issuance of debentures.
Ecopistas has had improved operational performance, with traffic
volumes having resumed growth in Q2 2017. In H1 2018, traffic
increased approximately 1% relative to H1 2017. On a standalone
basis, the company carries low leverage for the rating category,
particularly for a toll road with strong asset fundamentals and a
remaining concession life of approximately 20 years. As of June
2018, Net Debt/EBITDA stood at 4.25x and FFO/Debt at 13%.
Moody's review for downgrade will consider the ongoing review of
Ecopistas' parent company, ECO C&S, which faces rising refinancing
risks and potential leverage increases as the corruption
allegations remain under investigation.
WHAT COULD CHANGE THE RATINGS UP/DOWN
The ratings of Ecopistas can be downgraded upon a downgrade of
that ratings assigned to its parent company, ECO C&S.
A positive rating action is unlikely at this time. The ratings can
be confirmed upon ECO C&S' ratings confirmation.
Ecopistas holds a 30-year concession to operate the toll road
services of the Ayrton Senna and Carvalho Pinto highway system,
encompassing a total 144 km of roads in the state of Sao Paulo.
The company is an operating subsidiary of ECO C&S, a holding
company with around 2,602 kilometers of operating toll roads under
concession in Brazil. In the 12 months ended June 2018, Ecopistas
posted net revenue (excluding construction revenue) of BRL271
million and EBITDA of BRL198 million, which represented 11% of ECO
C&S' net revenue and EBITDA (Moody's-adjusted).
INVESTMENT ENERGY: S&P Assigns Prelim. 'BB-' Issuer Credit Rating
-----------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'BB-' long-term issuer
credit rating to Investment Energy Resources Limited and
Subsidiaries (IERL). The outlook is stable.
At the same time, S&P assigned its preliminary 'BB-' issue-level
rating on IERL's proposed up to 10-year $600 million senior
unsecured notes. The notes are fully guaranteed by Energia Eolica
de Honduras S.A., Soluciones Energeticas Renovables, S.A. de C.V.,
Sistemas Fotovoltaicos de Honduras, S.A., Eolo de Nicaragua, S.A.,
Plantas Eolicas S.R.L., Inversiones Eolicas de Orosi Dos, S.A.
(Orosi), Costa Rica Energy Holding, S.A., Alisios Holdings, S.A.,
Vientos del Volcan, S.A., Inversiones Eolicas Campos Azules, S.A.,
Inversiones Eolicas Guanacaste, S.A., Honduras Operacion y
Mantenimiento, S.A., CR Operaciones y Mantenimiento, S.A., and
Nicaragua Operacion y Mantenimiento, S.A.
S&P said, "The final rating will depend on the success of the
proposed notes offering, including our receipt and satisfactory
review of all final transaction documentation. Accordingly, the
preliminary rating shouldn't be construed as evidence of the final
rating. If the notes are not placed within the next 90 days, or if
conditions are significantly different from the assumptions we
considered, we may withdraw or revise our ratings." Factors that
could influence a revision include, but are not limited to, the
utilization of notes' proceeds, maturity, size, financial and
other covenants, security, and ranking.
S&P's preliminary 'BB-' issuer credit rating on IERL is based on
its view that relatively strong and stable cash flows from the
high-margin renewable energy generation business compensate for
the company's small scale and exposure to high country risk in
Central America. These factors -- combined with lower maintenance
capital expenditures (capex), manageable debt servicing needs, and
discretionary dividends -- should allow the company to sustain
somewhat aggressive credit metrics. The rating also incorporates
the expectation that additional financial and operating
flexibility will come from successful placement of the company's
proposed up to 10-year $600 million senior unsecured notes. IERL
plans to downstream the proceeds to its operating subsidiaries to
repay in advance existing project finance debt. The preliminary
issuer credit and issue-level ratings are at the same level, given
that the proposed issuance will have an unconditional and
irrevocable upstream guarantees from its operating subsidiaries,
which overcomes structural subordination.
S.A. USINA CORURIPE: S&P Lowers ICR to 'B-', Outlook Negative
-------------------------------------------------------------
S&P Global Ratings lowered its global scale issuer credit rating
on S.A. Usina Coruripe Acucar e Alcool (Coruripe) to 'B-' from
'B+'. We also lowered our long-term national scale issuer credit
rating to 'brBBB-' from 'brAA-' and our short-term national scale
rating to 'brA-3' from 'brA-1+' on the company. The outlook on the
long-term ratings remains negative.
The downgrade and maintenance of the negative outlook reflects
Coruripe's pressured liquidity position stemming from the weak
industry fundamentals and a significant concentration of
maturities in the short term, which the company was unable to
extend at the pace we previously expected. In addition, the steep
depreciation of the Brazilian real in the past months took a toll
on the company's liquidity, given that around 50% of its debt
coming due in the next 12 months is in dollars.
S&P said, "Coruripe's operating efficiency has eroded since fiscal
2018 following adverse climate conditions in the majority of its
operations, which translated into higher cash costs than those of
industry peers we rate. This prompted us to revise our business
risk profile on the company to weak from fair." The worsening
operating efficiency, increasing idle capacity, lower sugar
prices, and intrinsically high capex continue to undermine the
company's free operating cash flow (FOCF) generation. As a result,
the company is likely to post a small FOCF shortfall in the
current fiscal year. This, coupled with the effect of the
depreciation of the real on Coruripe's dollar-denominated debt,
should raise the leverage metrics for the current fiscal year.
S&P said, "We're revised our liquidity assessment on Coruripe to
weak from less than adequate. The company has a sizable deficit in
sources over uses of cash for the next 12 months, given the weaker
operating performance, concentration of maturities in the short
term, and the inherently high capex requirements in the industry.
For fiscal 2019, we expect EBITDA of around R$800 million, which
would be just enough to match nearly R$270 million in interest
expenses and R$500 million in capex." As a result, Coruripe would
need to refinance a large portion of its upcoming debt while
selling its inventories in the next six months to maintain its
cash position at reasonable operating levels (similar to current
position). Moreover, the company will most likely breach some of
its debt-acceleration covenant clauses, especially the maximum net
debt to EBITDA minus capex of 5x, which would require a waiver
from the creditors in the coming months."
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C A Y M A N I S L A N D S
==========================
ARABELLA PETROLEUM: S&W Bid for Counsel Fees Reimbursement Junked
-----------------------------------------------------------------
Schafer and Weiner, PLLC, former counsel to Platinum and Bart
Schwartz, the initial court-appointed receiver, moves for
reimbursement of attorneys' fees and expenses. The receiver
opposes the motion and cross-moves for disgorgement of fees
previously paid to S&W. The Securities and Exchange Commission
joins the receiver's opposition and cross-motion. District Judge
Brian M. Cogan denies S&W's motion, and the Court will defer
judgment on the receiver's cross-motion.
The former receiver was authorized to retain professionals to
assist him in carrying out his duties as receiver. Before he could
retain anyone, however, he first had to obtain an order from the
Court authorizing the engagement. The former receiver never
obtained approval to hire S&W. The receiver and the SEC argue that
this should bar S&W from receiving any compensation at all.
S&W provides an alternative reading of the order appointing the
receiver in an effort to avoid this point. Despite the fact that
the receiver order states that "[t]he Receiver shall not engage
any Retained Personnel without first obtaining an Order of the
Court authorizing such engagement," S&W seems to believe that
court approval is not required to be a retained professional, so
long as that professional was solicited by and acts as an agent of
the receiver. It follows, under S&W's interpretation, that because
all retained professionals are entitled to reasonable
compensation, a professional retained without court approval is
still entitled to reasonable compensation if the professional was
acting within the scope of the agency relationship. This is wrong.
S&W is a sophisticated actor. Moreover, it is experienced in the
field of receivership and bankruptcy practice. S&W should not
claim that its convoluted interpretation is "obvious" from the
clear and unambiguous language of the receiver order. S&W
understood -- as the emails it attaches in support of its fee
application demonstrate -- that Court approval of its retention
was a necessary precondition to its being a receivership
professional entitled to compensation.
As an experienced bankruptcy firm, S&W had to know that the
retention of counsel is typically one of the "first day orders"
entered in any insolvency case, no matter how chaotic the affairs
of the debtor. Instead, S&W chose to secure its payment through
the terms of the guaranty and the participation agreement rather
than the terms of the receiver order and a formal retention
application. S&W has nobody to blame but itself for that mistake;
and as a result, its fee application is denied.
The Court will thus defer any ruling on the receiver's cross-
motion for disgorgement of fees until the receiver seeks a
declaratory judgment in connection with the participation
agreement.
The case is SECURITIES AND EXCHANGE COMMISSION, Plaintiff, v.
PLATINUM MANAGEMENT (NY) LLC; PLATINUM CREDIT MANAGEMENT, L.P.;
MARK NORDLICHT; DAVID LEVY; DANIEL SMALL; URI LANDESMAN; JOSEPH
MANN; JOSEPH SANFILIPPO; and JEFFREY SHULSE, Defendants, No.
16-cv-6848 (BMC) (E.D.N.Y.).
A copy of the Court's Memorandum Decision and Order dated Sept.
25, 2018 is available for free at https://bit.ly/2OQCBCR from
Leagle.com
Zanhav Holding LLC & Piping Brook LLC, Movants, represented by
Paul Curran Kingsbery, Dechert LLP.
Court-Appointed Receiver & Receiver, Receivers, represented by
Melanie L. Cyganowski, Otterbourg P.C.
Otterbourg P.C. & Goldin Associates, LLC, Experts, represented by
Melanie L. Cyganowski, Otterbourg P.C.
United States Securities and Exchange Commission, Plaintiff,
represented by Adam S. Grace , U.S. Securities and Exchange
Commission, Andrew M. Calamari , Securities and Exchange
Commission, Danielle Sallah , U.S. SEC, Jess A. Velona , U.S.
Securities and Exchange Commission, Kevin P. McGrath , Securities
and Exchange Comm, Neal Jacobson , Securities and Exchange
Commission & Sanjay Wadhwa , U.S. Securities and Exchange
Commission Branch Chief Division of Enforcement.
Platinum Management (NY) LLC, Defendant, represented by Daniel
Rickert Koffmann, Quinn Emanuel Urquhart & Sullivan & William
Anthony Burck, Quinn Emanuel LLP.
About Arabella Exploration
Liquidators of Arabella Exploration, Inc., filed a voluntary
petition under Chapter 15 of the Bankruptcy Code in the U.S.
Bankruptcy Court for the Northern District of Texas (Case No.
17-40119) on Jan. 8, 2017, to seek recognition of proceedings in
the Cayman Islands.
Arabella Exploration, a Cayman Islands corporation engaged in the
exploration and production of oil and natural gas, is in
liquidation under the Financial Services Division of the Grand
Court of the Cayman Islands as a result of the Grand Court's
orders made pursuant to certain petitions for the Grand Court's
supervision under the provisions of Companies Law of the Cayman
Islands (2013 Revision).
The Chapter 15 case is assigned to Judge Mark X. Mullin.
Forshey & Prostok, LLP serves as counsel to the Petitioners.
===================================
D O M I N I C A N R E P U B L I C
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DOMINICAN REPUBLIC: Needs 60 More Dams Urgently, Official Says
--------------------------------------------------------------
Dominican Today reports that the Dominican Republic has a water
potential of 26.0 billion cubic meters per year, or little more
than double the population's total demand. The surplus however
isn't fully exploited for lack of storage infrastructure,
according to Dominican Today.
Currently, there are 34 dams which can store 2.3 billion cubic
meters on the rivers Yaque de Norte (15 dams), Yuna Camu (8),
Yaque del Sur (6) and in Ozama - Nizao (5), according to a study
published by the dams and canals agency (Indrhi), the report
notes.
"The country needs to build 60 additional dams to take advantage
of the remaining resource," said Indrhi director Olgo Fernandez,
the report relays.
He said more reservoirs are required especially in the east and
the Atlantic coast, the report notes.
The official told El Dia that the construction of nine large dams
and 52 smaller ones is urgent, the report discloses. "These dams
are essential for the human supply, irrigation and the electricity
production of the country, as well as in the prevention of
floods," he added.
As reported in the Troubled Company Reporter-Latin America on
Sept. 24, 2018, Fitch Ratings affirmed Dominican Republic's
Long-Term, Foreign-Currency Issuer Default Rating (IDR) at 'BB-'
with a Stable Outlook.
DOMINICAN REPUBLIC: Has US$283 Million Trade Surplus
----------------------------------------------------
Dominican Today reports that the president of the Roundtable of
Commonwealth Countries in the Dominican Republic said US$1.7
billion in Dominican products are exported to those nations,
compared with the US$1.4 billion, which they import.
Fernando Gonzalez Nicolas said the figures show that bilateral
relations with the Commonwealth are very favorable for the
Dominican Republic, to the tune of around US$283.0 million,
according to Dominican Today.
The report notes that he pointed out that of Dominican Republic's
five leading export destinations, two are part of the
Commonwealth: Canada which ranks third with US$786.0 million,
followed by India with US$578.0 million per year.
"The world's main mining companies are established in the
countries of the Commonwealth, which protect the environment and
are the main financial institutions in the world," said Mr.
Gonzalez, the report relays.
"Our organization aims to promote bilateral economic, trade,
social and cultural relations between the Dominican Republic and
the 53 countries that make up the Commonwealth in the world, with
Canada being one of the main nations that make it," the business
leader said, the report notes.
He added that the Commonwealth countries have an important
economic influence in the Dominican Republic, not only as foreign
investors, but also important destinations for Dominican exports,
the report says.
The report discloses that Mr. Gonzales delivered the opening
remarks in a conference headed by Canadian ambassador Shauna
Hemingway, who showcased her country's potential for the Dominican
Republic.
As reported in the Troubled Company Reporter-Latin America on
Sept. 24, 2018, Fitch Ratings affirmed Dominican Republic's
Long-Term, Foreign-Currency Issuer Default Rating (IDR) at 'BB-'
with a Stable Outlook.
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P A N A M A
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* PANAMA: Implements IMF's Enhanced Gen Data Dissemination System
-----------------------------------------------------------------
Panama has implemented the recommendations of the IMF's Enhanced
General Data Dissemination System (e-GDDS) by publishing critical
data through the National Summary Data Page (NSDP). The page aims
to serve as a one-stop publication vehicle for essential
macroeconomic data on national accounts, government operations and
debt, monetary and financial sector, and the balance of payments,
among others. These data will be disseminated in both human and
machine-readable formats. The e-GDDS was established by the IMF's
Executive Board in May 2015 to support improved data transparency,
encourage statistical development, and help create synergies
between data dissemination and surveillance.
The NSDP is posted on the National Institute of Statistics and
Census' website, utilizing the Statistical Data and Metadata
Exchange (SDMX), and is accessible on the IMF's Dissemination
Standards Bulletin Board, at http://dsbb.imf.org.The NSDP page
contains links to statistics published by official data producers,
namely the National Institute of Statistics and Census, the
Ministry of Economy and Finance, and Superintendency of Banks.
Publication of essential macroeconomic data through the NSDP will
provide national policy makers and domestic and international
stakeholders, including investors and rating agencies, with easy
access to information that the IMF's Executive Board has
identified as critical for monitoring economic conditions and
policies. Making this information easily accessible in both human
and machine-readable formats, and according to an Advance Release
Calendar, will allow all users to have simultaneous access to
timely data and will bring greater data transparency.
Louis Marc Ducharme, Chief Statistician and Data Officer, and
Director of the IMF's Statistics Department, welcomed this major
milestone in the country's statistical development. "I am
confident that the Republic of Panama will benefit from using the
e-GDDS as a framework for further development of its statistical
system."
======================
P U E R T O R I C O
======================
TOYS R US: Seeks IP Rights Sale to Lenders & Plans Brand Relaunch
-----------------------------------------------------------------
BankruptcyData.com reported that Toys "R" Us notified the Court of
its intention to cancel its scheduled intellectual property
auction and contemplated new, operating Toys "R" Us and Babies "R"
Us branding company.
BankruptcyData noted that the Debtors explain, "On June 28, 2018,
the Court entered the Order (I) Amending the U.S. Intellectual
Property Bidding Procedures Order to Include International
Intellectual Property Assets and Extend the Sale Timeline and (II)
Granting Related Relief (the 'IP Bidding Procedures Amendment
Order'), amending the U.S. Intellectual Property Bidding
Procedures Order to include certain additional intellectual
property assets notwithstanding the receipt of Qualified Bids for
certain of the Intellectual Property Assets, the Debtors have
determined, in consultation with the Consultation Parties, to
cancel the Intellectual Property Auction and reorganize Debtor
Geoffrey pursuant to the Second Amended Chapter 11 Plans of Toys
Delaware Debtors and Geoffrey Debtors (the 'Plan'), which Plan,
among other things, contemplates a new, operating Toys "R" Us and
Babies "R" Us branding company that maintains existing global
license agreements and can invest in and create new, domestic,
retail operating businesses under the Toys "R" Us and Babies "R"
Us names, as well as expand its international presence and further
develop its private brands business. The Selling Debtors, in
consultation with the Consultation Parties, have determined that
the Qualified Bids were not reasonably likely to yield a superior
alternative to the Plan, including with respect to: (i) the
probable economic recovery to creditors of the Selling Debtors'
estates; and (ii) the benefits to other direct and indirect
stakeholders of maintaining the Toys "R" Us and Babies "R" Us
brands under a newly-established, independent U.S. business,
including, without limitation, expected expansion of employment
opportunities for workers and merchandising opportunities for toy
and other vendors."
Details on Sale of IP Rights to Secured Lenders
In a subsequent report, BankruptcyData related that Geoffrey, LLC,
Toys "R" Us, Inc.'s intellectual property holding company
subsidiary, announced that it was proceeding with a proposal
forward to sell substantially all of its assets to a group of
investors led by Geoffrey, LLC's existing secured lenders.
The press release states, "The announcement was made following a
five month marketing effort by Boston-based Consensus, an
investment bank retained to market the assets of Geoffrey, LLC,
that resulted in several formal and informal proposals to acquire
the intellectual property assets. After considering such
proposals, it was determined that the proposal from the existing
term lenders was meaningfully higher and better than any other
global bid or the sum of the bids received on individual assets.
The transition of the business to its new owners is pending
approval of the United States Bankruptcy Court and all major
creditor constituencies are supportive. Geoffrey, LLC, as
reorganized, will control a portfolio of intellectual property
that includes trademarks, ecommerce assets and data associated
with the Toys "R" Us and Babies "R" Us businesses in the United
States and all over the world, including a portfolio of over 20
well-known toy and baby brands such as Imaginarium, Koala Baby,
Fastlane and Journey Girls. The reorganized company will own
rights to the Toys "R" Us and Babies "R" Us brands in all markets
globally, with the exception of Canada. It will also become the
licensor of the brands to the company's existing network of
franchisees operating in countries across Asia, Europe and the
Middle East, and in South Africa. In addition to continuing to
service these markets, the new owners are actively working with
potential partners to develop ideas for new Toys "R" Us and Babies
"R" Us stores in the United States and abroad that could bring
back these iconic brands in a new and re-imagined way."
About Toys "R" Us Property Company I
Toys "R" Us, Inc., was an American toy and juvenile-products
retailer founded in 1948 and headquartered in Wayne, New Jersey,
in the New York City metropolitan area. Merchandise was sold in
880 Toys "R" Us and Babies "R" Us stores in the United States,
Puerto Rico and Guam, and in more than 780 international stores
and more than 245 licensed stores in 37 countries and
jurisdictions. Merchandise was also sold at e-commerce sites
including Toysrus.com and Babiesrus.com.
On July 21, 2005, a consortium of Bain Capital Partners LLC,
Kohlberg Kravis Roberts, and Vornado Realty Trust invested $1.3
billion to complete a $6.6 billion leveraged buyout of the
company.
Toys "R" Us is a privately owned entity but still files with the
U.S. Securities and Exchange Commission as required by its debt
agreements.
The Company's consolidated balance sheet showed $6.572 billion in
assets, $7.891 billion in liabilities, and a stockholders' deficit
of $1.319 billion as of April 29, 2017.
Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its
Canadian subsidiary voluntarily filed for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No.
17-34665) on Sept. 19, 2017. In addition, the Company's Canadian
subsidiary voluntarily commenced parallel proceedings under the
Companies' Creditors Arrangement Act ("CCAA") in Canada in the
Ontario Superior Court of Justice. The Company's operations
outside of the U.S. and Canada, including its 255 licensed stores
and joint venture partnership in Asia, which are separate
entities, were not part of the Chapter 11 filing and CCAA
proceedings.
Grant Thornton is the monitor appointed in the CCAA case.
Judge Keith L. Phillips presides over the Chapter 11 cases.
In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis
International LLP serve as the Debtors' legal counsel. Kutak Rock
LLP serves as co-counsel. Toys "R" Us employed Alvarez & Marsal
North America, LLC as its restructuring advisor; and Lazard Freres
& Co. LLC as its investment banker. It hired Prime Clerk LLC as
claims and noticing agent. Consensus Advisory Services LLC and
Consensus Securities LLC, serve as sale process investment banker.
A&G Realty Partners, LLC, serves as its real estate advisor.
On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an
official committee of unsecured creditors. The Committee retained
Kramer Levin Naftalis & Frankel LLP as its legal counsel; Wolcott
Rivers, P.C., as local counsel; FTI Consulting, Inc. as financial
advisor; and Moelis & Company LLC as investment banker.
Toys "R" Us UK
Toys "R" Us Limited, Toys "R" Us, Inc.'s UK arm with 105 stores
and 3,000 employees, was sent into administration in the United
Kingdom in February 2018.
Arron Kendall and Simon Thomas of Moorfields Advisory Limited, 88
Wood Street, London, EC2V 7QF were appointed Joint Administrators
on Feb. 28, 2018. The Administrators now manage the affairs,
business and property of the Company. The Administrators act as
agents only and without personal liability.
The Administrators said they will make every effort to secure a
buyer for all or part of the business.
Liquidation of U.S. Stores
Toys "R" Us, Inc., on March 15, 2018, filed with the U.S.
Bankruptcy Court a motion seeking Bankruptcy Court approval to
start the process of conducting an orderly wind-down of its U.S.
business and liquidation of inventory in all 735 of the Company's
U.S. stores, including stores in Puerto Rico.
Propco I Debtors
Toys "R" Us Property Company I, LLC and its subsidiaries own fee
and leasehold interests in more than 300 properties in the United
States. The Debtors lease the properties on a triple-net basis
under a master lease to Toys-Delaware, the operating entity for
all of TRU's North American businesses, which operates the
majority of the properties as Toys "R" Us stores, Babies "R" Us
stores or side-by-side stores, or subleases them to alternative
retailers.
Toys "R" Us Property was founded in 2005 and is headquartered in
Wayne, New Jersey. Toys 'R' Us Property operates as a subsidiary
of Toys "R" Us Inc.
Company LLC, MAP Real Estate LLC, TRU 2005 RE I LLC, TRU 2005 RE
II Trust, and Wayne Real Estate Company LLC -- Propco I Debtors --
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
E.D. Va. Lead Case No. 18-31429) on March 20, 2018. The Propco I
Debtors sought and obtained procedural consolidation and joint
administration of their Chapter 11 cases, separate from the Toys
"R" Us Debtors' Chapter 11 cases.
The Propco I Debtors estimated assets of $500 million to $1
billion and liabilities of $500 million to $1 billion.
Judge Keith L. Phillips presides over the Propco I Debtors' cases.
The Propco I Debtors hired Klehr Harrison Harvey Branzburg, LLP;
and Crowley, Liberatore, Ryan & Brogan, P.C., as co-counsel. The
Debtors also tapped Kutak Rock LLP. They hired Goldin Associates,
LLC, as financial advisors.
TOYS R US: Fee Examiner Taps Hathaway Adair as Legal Counsel
------------------------------------------------------------
Nancy Rapoport, the fee examiner appointed in the Chapter 11 cases
of Toys "R" Us Property Company, LLC and its affiliates, seeks
approval from the U.S. Bankruptcy Court for the Eastern District
of Virginia to hire Hathaway Adair, P.C., as her legal counsel.
The services to be provided by the firm include advising the fee
examiner with respect to local rules and procedures regarding any
pleadings to be filed with the court; drafting and filing those
pleadings and related documents; and assisting the fee examiner in
evidentiary matters.
The attorneys and paraprofessional expected to represent the fee
examiner and their hourly rates are:
Deanna Hathaway, Attorney $385
Julia Adair, Attorney $385
Anne Blackwell/Other Paraprofessionals $75
Deanna Hathaway, Esq., a shareholder of Hathaway Adair, disclosed
in a court filing that her firm is "disinterested" as defined in
Section 101(14) of the Bankruptcy Code.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Ms.
Hathaway disclosed that her firm has not agreed to a variation of
its standard billing arrangements except to the extent that the
fee examiner is not personally liable for any payment of
compensation or reimbursement of expenses; and any compensation or
reimbursement of expenses are subject to court approval.
Ms. Hathaway disclosed that no Hathaway Adair professional has
varied his rate based on the geographic location of the Debtors'
cases.
The firm has represented the fee examiner during the 12-month
period prior to the petition date in connection with the Chapter
11 cases of Toys "R" Us, Inc. and its affiliates, and there have
been no changes to the terms of employment, according to Ms.
Hathaway.
Ms. Hathaway further disclosed that the firm has not yet submitted
a prospective budget or staffing plan.
Hathaway Adair can be reached through:
Deanna H. Hathaway, Esq.
Hathaway Adair, P.C.
710 N. Hamilton St., Suite 100
Richmond, VA 23221
Phone: 804.257.9944
Fax: 804.325.3178
E-mail: deanna@hathawayadair.com
E-mail: info@hathawayadair.com
About Toys "R" Us
Toys "R" Us, Inc., was an American toy and juvenile-products
retailer founded in 1948 and headquartered in Wayne, New Jersey,
in the New York City metropolitan area. Merchandise was sold in
880 Toys "R" Us and Babies "R" Us stores in the United States,
Puerto Rico and Guam, and in more than 780 international stores
and more than 245 licensed stores in 37 countries and
jurisdictions. Merchandise was also sold at e-commerce sites
including Toysrus.com and Babiesrus.com.
On July 21, 2005, a consortium of Bain Capital Partners LLC,
Kohlberg Kravis Roberts, and Vornado Realty Trust invested $1.3
billion to complete a $6.6 billion leveraged buyout of the
company.
Toys "R" Us is a privately owned entity but still files with the
U.S. Securities and Exchange Commission as required by its debt
agreements.
The Company's consolidated balance sheet showed $6.572 billion in
assets, $7.891 billion in liabilities, and a stockholders' deficit
of $1.319 billion as of April 29, 2017.
Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its
Canadian subsidiary voluntarily filed for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No.
17-34665) on Sept. 19, 2017. In addition, the Company's Canadian
subsidiary voluntarily commenced parallel proceedings under the
Companies' Creditors Arrangement Act ("CCAA") in Canada in the
Ontario Superior Court of Justice. The Company's operations
outside of the U.S. and Canada, including its 255 licensed stores
and joint venture partnership in Asia, which are separate
entities, were not part of the Chapter 11 filing and CCAA
proceedings.
Grant Thornton is the monitor appointed in the CCAA case.
Judge Keith L. Phillips presides over the Chapter 11 cases.
In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis
International LLP serve as the Debtors' legal counsel. Kutak Rock
LLP serves as co-counsel. Toys "R" Us employed Alvarez & Marsal
North America, LLC as its restructuring advisor; and Lazard Freres
& Co. LLC as its investment banker. It hired Prime Clerk LLC as
claims and noticing agent. Consensus Advisory Services LLC and
Consensus Securities LLC, serve as sale process investment banker.
A&G Realty Partners, LLC, serves as its real estate advisor.
On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an
official committee of unsecured creditors. The Committee retained
Kramer Levin Naftalis & Frankel LLP as its legal counsel; Wolcott
Rivers, P.C., as local counsel; FTI Consulting, Inc. as financial
advisor; and Moelis & Company LLC as investment banker.
Toys "R" Us UK
Toys "R" Us Limited, Toys "R" Us, Inc.'s UK arm with 105 stores
and 3,000 employees, was sent into administration in the United
Kingdom in February 2018.
Arron Kendall and Simon Thomas of Moorfields Advisory Limited, 88
Wood Street, London, EC2V 7QF were appointed Joint Administrators
on Feb. 28, 2018. The Administrators now manage the affairs,
business and property of the Company. The Administrators act as
agents only and without personal liability.
The Administrators said they will make every effort to secure a
buyer for all or part of the business.
Liquidation of U.S. Stores
Toys "R" Us, Inc., on March 15, 2018, filed with the U.S.
Bankruptcy Court a motion seeking Bankruptcy Court approval to
start the process of conducting an orderly wind-down of its U.S.
business and liquidation of inventory in all 735 of the Company's
U.S. stores, including stores in Puerto Rico.
Propco I Debtors
Toys "R" Us Property Company I, LLC and its subsidiaries own fee
and leasehold interests in more than 300 properties in the United
States. The Debtors lease the properties on a triple-net basis
under a master lease to Toys-Delaware, the operating entity for
all of TRU's North American businesses, which operates the
majority of the properties as Toys "R" Us stores, Babies "R" Us
stores or side-by-side stores, or subleases them to alternative
retailers.
Toys "R" Us Property was founded in 2005 and is headquartered in
Wayne, New Jersey. Toys 'R' Us Property operates as a subsidiary
of Toys "R" Us Inc.
Company LLC, MAP Real Estate LLC, TRU 2005 RE I LLC, TRU 2005 RE
II Trust, and Wayne Real Estate Company LLC -- Propco I Debtors --
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
E.D. Va. Lead Case No. 18-31429) on March 20, 2018. The Propco I
Debtors sought and obtained procedural consolidation and joint
administration of their Chapter 11 cases, separate from the Toys
"R" Us Debtors' Chapter 11 cases.
The Propco I Debtors estimated assets of $500 million to $1
billion and liabilities of $500 million to $1 billion.
Judge Keith L. Phillips presides over the Propco I Debtors' cases.
The Propco I Debtors hired Klehr Harrison Harvey Branzburg, LLP;
and Crowley, Liberatore, Ryan & Brogan, P.C., as co-counsel. The
Debtors also tapped Kutak Rock LLP. They hired Goldin Associates,
LLC, as financial advisors.
================================
T R I N I D A D & T O B A G O
================================
* CARIBBEAN AIRLINES: Offers Website Bookings
---------------------------------------------
RJR News reports that Caribbean Airlines Limited is now offering
customers travelling within the Caribbean, who require flights
with more than one airline to reach their final destination, the
ability to book their entire journey directly through the
Caribbean Airlines website.
Customers can now book flights, via caribbean-airlines.com, to
seven regional destinations operated by Caribbean Airlines'
interline partners LIAT, Bahamas Air and Suriname Airways,
provided that at least one portion of their journey is a Caribbean
Airlines flight, according to RJR News.
Caribbean Airlines has a total of 21 interline partners,
connecting customers to destinations within the Caribbean, US,
Canada, Europe, Asia and Australia.
Caribbean Airlines Limited -- http://www.caribbean-airlines.com/
-- provides passenger airline services in the Caribbean, South
America, and North America. The company also offers freighter
services for perishables, fish and seafood, live animals, human
remains, and dangerous goods. In addition, it operates a duty
free store in Trinidad. Caribbean Airlines Limited was founded in
2006 and is based in Piarco, Trinidad and Tobago.
As reported in the Troubled Company Reporter-Latin America on
November 2, 2015, RJR News said that Michael DiLollo, Chief
Executive Officer of Caribbean Airlines Limited has quit after
just 17 months on the job. The 48-year-old Canadian national,
citing personal reasons, resigned with immediate effect. His
resignation was accepted by the airline's board of directors. Mr.
DiLollo was appointed Caribbean Airlines CEO in May 2014,
following the sudden resignation of Robert Corbie in September
2013.
In early February 2015, Larry Howai, then Finance Minister, told
Parliament that unaudited accounts for 2014 showed the airline
made a loss of US$60 million, inclusive of its Air Jamaica
operations, and the airline planned to break even by 2017.
Mr. Howai told the Parliament that a five-year strategic plan had
been completed and was in the process of being approved for
implementation.
In an interview with the Trinidad & Tobago Guardian in early
November 2015, Mr. DiLollo said CAL did not need a bailout just
yet. Mr. DiLollo said the airline had benefited from extremely
patient shareholders for years and he believed the airline was
strategically positioned to break even in three years.
=================
V E N E Z U E L A
=================
VENEZUELA: SA to Pressure Gov't to End Policies Driving Inflation
-----------------------------------------------------------------
Mihlali Ntsabo at Eyewitness News reports that when it joins the
United Nations Security Council next year, South Africa will be
pushed to press the beleaguered government of Venezuela to end
policies driving hundreds of its citizens out of the country
daily.
Visiting Venezuelan MPs say they've taken a leaf from the ANC
liberation struggle to force the government of Nicolas Maduro to
change, according to Eyewitness News.
Venezuelan MPs Miguel Pizarro and Jose Manel Olivares say
President Maduro has abandoned the reformist agenda off his
predecessor Hugo Chavez and embarked on a corrupt campaign of
state capture, the report notes.
The report relays that the third largest oil producer on the
planet now faces 1.000.000% inflation with the majority of its
people eating only one meal a day and unable to access education
or healthcare.
The Venezuelan opposition is building support among African and
Latin American countries to bring change in the same way as the
ANC forced an end of apartheid, the report adds.
As reported in the Troubled Company Reporter-Latin America on
June 1, 2018, S&P Global Ratings, on May 29, 2018, removed its
long- and short-term local currency sovereign credit ratings on
Venezuela from CreditWatch with negative implications and affirmed
them at 'CCC- /C'. The outlook on the long-term local currency
rating is negative. At the same time, S&P affirmed its 'SD/D'
long- and short-term foreign currency sovereign credit ratings on
Venezuela. S&P's transfer and convertibility assessment remains at
'CC'.
***********
Monday's edition of the TCR-LA delivers a list of indicative
prices for bond issues that reportedly trade well below par.
Prices are obtained by TCR-LA editors from a variety of outside
sources during the prior week we think are reliable. Those
sources may not, however, be complete or accurate. The Monday
Bond Pricing table is compiled on the Friday prior to publication.
Prices reported are not intended to reflect actual trades. Prices
for actual trades are probably different. Our objective is to
share information, not make markets in publicly traded securities.
Nothing in the TCR-LA constitutes an offer or solicitation to buy
or sell any security of any kind. It is likely that some entity
affiliated with a TCR-LA editor holds some position in the
issuers' public debt and equity securities about which we report.
Tuesday's edition of the TCR-LA features a list of companies with
insolvent balance sheets obtained by our editors based on the
latest balance sheets publicly available a day prior to
publication. At first glance, this list may look like the
definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
Submissions about insolvency-related conferences are encouraged.
Send announcements to conferences@bankrupt.com
***********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter-Latin America is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Fairless
Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C.,
USA, Marites O. Claro, Joy A. Agravante, Rousel Elaine T.
Fernandez, Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A.
Chapman, Editors.
Copyright 2018. All rights reserved. ISSN 1529-2746.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.
Information contained herein is obtained from sources believed to
be reliable, but is not guaranteed.
The TCR Latin America subscription rate is US$775 per half-year,
delivered via e-mail. Additional e-mail subscriptions for members
of the same firm for the term of the initial subscription or
balance thereof are US$25 each. For subscription information,
contact Peter A. Chapman at 215-945-7000.
.
* * * End of Transmission * * *