/raid1/www/Hosts/bankrupt/TCRLA_Public/181205.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
L A T I N A M E R I C A
Wednesday, December 5, 2018, Vol. 19, No. 241
Headlines
B O L I V I A
BISA LEASING: Moody's Affirms 'Ba3' Sr. Unsec. Debt Ratings
B R A Z I L
ODEBRECHT SA: To Use Peru Proceeds to Pay Project Creditors
C O S T A R I C A
AUTOPISTAS DEL SOL: Fitch Puts BB Int'l Notes on Rating Watch Neg.
D O M I N I C A N R E P U B L I C
DOMINICAN REPUBLIC: Signs Partial Scope Agreement With Curacao
J A M A I C A
JAMAICA: To Benefit From Agriculture Programs in Israel
M E X I C O
GRUPO POSADAS: S&P Alters Outlook to Stable & Affirms 'B+' ICR
P U E R T O R I C O
NOVA TERRA: Jan. 19 Plan Confirmation Hearing
QUESOS DEL PAIS: Seeks to Hire Garcia-Arregui as Attorney
SEARS HOLDINGS: Court Approves "Off-The-Shelf" Bid Procedures
SEARS HOLDINGS: Hires McAndrews Held as IP Counsel
SEARS HOLDINGS: Sale of $900MM Medium Term Notes Authorized
V E N E Z U E L A
VENEZUELA: Sign Deal on Economic & Defense Matters With Turkey
X X X X X X X X X
LATAM: Region Facing Challenges in Heyday of Online Business
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B O L I V I A
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BISA LEASING: Moody's Affirms 'Ba3' Sr. Unsec. Debt Ratings
-----------------------------------------------------------
Moody's Latin America Agente de Calificacion de Riesgo S.A. has
affirmed all of Bisa Leasing S.A.'s ratings, including its Ba3
global scale corporate family and issuer ratings and its Aaa.bo
national scale issuer rating. The ratings outlook remains stable.
The following ratings for Bisa Leasing S.A. were affirmed:
- Long term local currency corporate family, long term local and
foreign currency issuer, and local and foreign currency senior
unsecured debt ratings of Ba3 with stable outlook.
- Bolivian national scale local and foreign currency issuer, and
local and foreign currency senior unsecured debt ratings of
Aaa.bo with stable outlook.
- Foreign currency senior unsecured debt program rating of
(P)Ba3.
- Bolivian national scale foreign currency senior unsecured debt
program rating of Aaa.bo.
- Local and foreign currency other short term ratings of NP.
- Bolivian national scale local and foreign currency other short
term ratings of BO-1.
- Outlook, Remains Stable
RATINGS RATIONALE
The affirmation comes in spite of recent deterioration in BISA
Leasing's standalone credit profile', which Moody's has lowered to
b2 from b1, and reflects Moody's assessment of the very high
probability that the company will receive financial support from
its affiliate, Banco BISA S.A. (ba3/Ba3 stable, Aaa.bo stable), in
case of stress. As a result of the change of the company's
standalone credit profile, affiliate support now provides two
notches of uplift to BISA Leasing's global scale ratings, up from
one previously. Moody's assessment of the very high probability of
affiliate support incorporates the companies' operational and
commercial integration, as well as their shared brand, which means
that an unsupported failure of the leasing company would have a
significant negative impact on the bank's reputation. Moody's
notes that the leasing company exists as a separate legal entity
from the bank due to current regulations that restrict banks
ability to offer leasing products directly. Additionally, under
local regulation, Grupo Financiero BISA S.A. (holding company both
of BISA Leasing and Banco BISA) is required to provide additional
capital to its affiliates in case of need, even if that requires
that other companies within the group sell assets. The relatively
small size of BISA Leasing (its total liabilities are equal to
just 2.2% of Banco BISA's assets) mean that the bank should be
able to afford to support its affiliate relatively easily if
necessary.
BISA Leasing's lowered standalone credit profile reflects the
recent deterioration of its asset quality. Although the company's
non-performing loans to total loans ratio (NPL) remained
relatively low at 2.1% as of September 2018, restructured loans
have surged to 20.8% of total loans as of the same date, up from
13% as of 2017 year-end and only 3% in 2014. The increase in
restructured loans will likely lead to an increase in NPL's and
credit costs in the coming quarters. The spike in restructurings
reflects risks related to the company's relatively high borrower
and sector concentration, a common characteristic of Bolivian
lessors that can lead to greater volatility of asset quality.
Nevertheless, Moody's notes that the company's strong track record
of recovering and releasing or selling leased assets in case of
delinquencies, which has allowed it to reverse a large share of
its loan loss provisioning expenses in recent years, should limit
the impact of any rise in NPLs.
Higher credit costs will in turn lead to further deterioration of
the company's profitability metrics. As is the case with the rest
of the Bolivian leasing industry, the company continues to face
fierce competition from peers and also from banks, particularly in
light of the aggressive lending mandates in Bolivia's new banking
law. This has led to a deterioration in the company's
profitability metrics in the last three years. Although earnings
remain relatively strong despite the recent decline, annualized
net income falling to 2.1% of tangible assets during the first
three quarters of 2018, from 2.7% in 2017 and 4.3% in 2014.
The reduction of the company's standalone credit profile also
considers the steady erosion of the company's capital metrics in
recent years. As a result, tangible common equity has fallen to
just 9.7% of tangible managed assets as of September 2018, from
11.5% nine months earlier and as high as 20.8% in 2011. Given the
company's policy of paying out 100% of earnings in dividends and
expected continued loan growth, its capital metrics will likely
continue decline.
At the same time, however, the company's standalone profile will
continue to benefit from its strong market position. It has been
the market leader of the Bolivian leasing industry since its
creation in 1993, and boasted a dominant 56% market share as of
September 2018. Its affiliation with Banco BISA also supports its
sound corporate governance and risk management practices.
Bisa Leasing S.A. is headquartered in La Paz, Bolivia. As of
September 2018, the company had total assets of Bs. 497.8 million
and equity of Bs. 48.3 million.
WHAT COULD CHANGE THE RATING -- UP OR DOWN
Notwithstanding the very high probability of support from Banco
BISA, further deterioration of BISA Leasing's asset quality and/or
capitalization and profitability metrics, could lead to a
downgrade of its ratings The company's ratings are likely to be
downgraded if the bank's ratings are downgraded. Conversely, the
leasing company's ratings could face upward pressure if the bank's
ratings were upgraded.
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B R A Z I L
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ODEBRECHT SA: To Use Peru Proceeds to Pay Project Creditors
-----------------------------------------------------------
Cristiane Lucchesi and John Quigley at Bloomberg News report that
bondholders of Odebrecht SA's builder unit won't see any of the
money the troubled company is getting from a long-delayed sale in
Peru, one person with direct knowledge of the matter said.
Of the $1.4 billion price tag of the Chaglla hydroelectric plant
in 2017, Odebrecht will likely get about $640 million, according
to Bloomberg News. Half of that will go to pay damages to the
Peruvian government, Justice Minister Vicente Zeballos said,
Bloomberg News relays. Almost all the rest will go to creditors
of the project itself, the person said, asking not to be named
because the matter isn't public, Bloomberg News discloses.
While proceeds from the Chaglla sale won't go directly to
bondholders who are already in informal talks with the company for
a debt restructuring, the agreement with the Peru government will
reduce Odebrecht's future debt payments, helping to preserve cash,
the person said, Bloomberg News relays. It also allows Odebrecht
to sell other projects in the country and bid for new ones,
contributing to revenue generation, according to the person,
Bloomberg News notes.
Odebrecht agreed in August 2017 to sell the 456-megawatt project
to a group led by China Three Gorges Corp. as it sought to repay
debt after becoming embroiled in a giant bribery scandal that
brought Latin America's construction industry to a halt, Bloomberg
News discloses. The deal had to be redone this year after Peru
enacted new rules on asset sales by companies involved in
corruption cases, Bloomberg News relays.
Mr. Zeballos said Peruvian prosecutors are set to finalize a plea
deal with Odebrecht that includes an agreement on how much the
company will pay Peru in damages, Bloomberg News notes. While
Chaglla's book value is $1.2 billion, liabilities related to tax,
debt and labor reduce the transaction price by close to half, he
said, Bloomberg News adds.
About Odebrecht SA
Construtora Norberto Odebrecht SA is a Latin American
engineering and construction company fully owned by the
Odebrecht Group, one of the 10 largest Brazilian private groups.
Construtora Norberto is the world's largest builder of
hydroelectric plants, of sanitary and storm sewers, water
treatment and desalination plants, transmission lines and
aqueducts. The Group's main businesses are heavy engineering
and construction based in Rio de Janeiro, Brazil, and Braskem
S.A., its chemicals/petrochemicals company, based in Sao Paulo,
Brazil.
As of May 5, 2009, the company continues to carry Standard and
Poor's BB Issuer Credit ratings, and Fitch Rating's BB+ Issuer
Default ratings and BB+ Senior Unsecured Debt ratings.
* * *
As reported in the Troubled Company Reporter-Latin America on
Dec. 2, 2016, The Wall Street Journal related that Marcelo
Odebrecht, the jailed former head of Brazilian construction giant
Odebrecht SA, agreed to sign a plea-bargain agreement in
connection with Brazil's largest corruption probe ever, according
to a person close to the negotiations. The move could roil the
nation's political class yet again. The testimony of the former
industrialist, which is part of the deal, has the potential to
implicate numerous politicians who allegedly took kickbacks from
contractors as part of a years-long graft ring centered on
Brazil's state-run oil company, Petroleo Brasileiro SA, known as
Petrobras, according to The Wall Street Journal.
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C O S T A R I C A
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AUTOPISTAS DEL SOL: Fitch Puts BB Int'l Notes on Rating Watch Neg.
------------------------------------------------------------------
Fitch Ratings has placed the 'BB' rated international notes of
Autopistas del Sol S.A. on Rating Watch Negative.
The Rating Watch Negative follows Fitch's recent action on Costa
Rica's sovereign rating and reflects the toll road's exposure to
Costa Rica's economic conditions and links to the sovereign's
credit quality through the minimum revenue guarantee (MRG)
mechanism.
On Nov. 15, 2018, Fitch placed Costa Rica's 'BB' Long-Term Foreign
and Local Currency Issuer Default Ratings (IDRs) on Rating Watch
Negative. The Negative Watch on Costa Rica's IDRs reflects acute
financing constraints facing the sovereign, which pose risks in
its ability to meet budgetary obligations and debt maturities for
the remainder of 2018, including a loan from the central bank
(BCCR). This is in addition to the persistent uncertainty around
lawmakers' ability to pass effective legislation to contain the
country's high and widening fiscal deficits.
KEY RATING DRIVERS
The rating reflects the asset's stable traffic and revenue
profile, supported by an adequate toll adjustment mechanism.
Mostly used by commuters, the toll road project could face
significant competition in the short to medium term if the main
competing road is substantially improved and its tariff is
significantly lower than the current project's. Toll rates are
adjusted to the exchange rate quarterly and annually to reflect
changes in the U.S. CPI. The rating also reflects fully amortizing
senior debt with a fixed interest rate and a net present value
(NPV) cash trap mechanism that protects noteholders in the event
of early NPV-related termination of the concession before debt is
fully repaid. Fitch's Rating Case average debt service coverage
ratio of 1.2x is in line with Fitch's criteria guidance for the
rating category, although somewhat weak. The presence of a MRG
mechanism provides an additional layer of comfort to the rating.
RATING SENSITIVITIES
Future Developments That May, Individually or Collectively, Lead
to Positive Rating Action:
-- Revision of the Outlook for Costa Rica's sovereign ratings
back to Stable;
-- Given the uncertainty related to the degree of competition
posed by the Competition Route a positive rating action is
unlikely in the short term.
Future Developments That May, Individually or Collectively, Lead
to Negative Rating Action:
-- A downgrade of Costa Rica's sovereign ratings could trigger a
corresponding negative action on the rated notes;
-- Traffic volumes below Fitch's base case over a prolonged
period;
-- Projected ADSCR profile below 1.2x under Fitch's rating case.
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D O M I N I C A N R E P U B L I C
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DOMINICAN REPUBLIC: Signs Partial Scope Agreement With Curacao
--------------------------------------------------------------
Dominican Today reports that Dominican Foreign minister, Miguel
Vargas, and Curacao Economy minister Ivan Steven Martina signed a
Partial Scope Agreement, which aims to create a mechanism to spur
trade and cooperation between both countries.
Mr. Vargas said the agreement initiates a dialogue based on
respect for national laws and the application of a preferential
tariff, which in his view facilitate trade and bilateral economic
complementarity, according to Dominican Today.
"On the one hand, our industry can supply the important market of
Curacao. On the other hand, we can be strategic partners in the
field of tourism, positioning our countries as multi-destination
in the Caribbean region," Mr. Vargas said in a statement obtained
news agency.
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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J A M A I C A
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JAMAICA: To Benefit From Agriculture Programs in Israel
-------------------------------------------------------
Jamaicans in the agricultural sector are set to benefit from 20
short-term orientation programmes in Israel, which are aimed at
exposing participants to advanced farming technologies and
techniques.
Agriculture Minister Audley Shaw made the disclosure at the launch
of Export Max III at the Spanish Court Hotel recently.
Export Max III is a three-year programme geared towards providing
focused capacity-building, advocacy and market penetration support
to 50 exporters and export-ready firms.
As reported in the Troubled Company Reporter-Latin America on
Sept. 27, 2017, Moody's Investors Service has upgraded the
Government of Honduras' foreign currency and local currency issuer
and senior unsecured ratings to B1 from B2. The rating outlook was
moved to stable from positive.
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M E X I C O
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GRUPO POSADAS: S&P Alters Outlook to Stable & Affirms 'B+' ICR
--------------------------------------------------------------
S&P Global Ratings revised its outlook on Grupo Posadas S.A.B. de
C.V. (Posada) to stable from positive. At the same time, S&P
affirmed its 'B+' issuer credit and issue-level ratings on the
company.
S&P said, "The outlook revision reflects our view that Posadas'
deleveraging in 2018 and 2019 will be slower than we had
originally expected, with debt to EBITDA that will remain close to
4.0x by the end of 2018 and at 3.7x in 2019, which is a
considerable deviation from our original 3.1x estimate for 2019.
The weaker credit metrics partly stem from continued volatility of
the Mexican peso versus the dollar rate, given that the company's
$400 million notes remain unhedged. Moreover, Posadas' results in
2018 suffered from security warnings to international travelers on
traveling to Mexico and the remodeling of its Live Aqua Beach
Resort Cancun hotel, which dented occupancy factors and average
daily rates (ADRs)."
Recent policy announcements from the new government, such as the
plan to cancel the construction of the new Mexico City airport and
the initiative to reduce certain banking fees, have triggered such
volatility and uncertainty that has undermined investor
confidence, and could affect consumer decisions. S&P said, "In our
view, the risk of a shift in policy direction in key sectors of
the economy could have direct implications on Mexico's
macroeconomic conditions, consumer confidence, and therefore on
the lodging industry growth prospects. Although we continue to
expect Posadas to continue deleveraging for the next 12 months, we
consider that the uncertain business environment in Mexico could
pressure the company's performance and its key credit metrics
beyond our expectations, preventing us from maintaining the
positive outlook on the company at this time."
Posadas continues to stick to its expansion plan without requiring
external financing, because it partly funds the investments with
the MXN2.9 billion proceeds from the sale of its Condesa Cancun
Hotel in the first half of 2018. As part of the transaction, the
company signed a long-term lease agreement with Fibra Hotel (not
rated) to continue to operate this hotel. S&P said, "In the 12
months ended September 2018, Posadas opened 18 hotels with 2,393
rooms, and over the next four years, we expect it to open an
additional 48 hotels and 9,320 rooms for a total investment of
MXN30.2 billion, 5.2% of which the company will fund. In our
opinion, the expansion plan will continue to strengthen Posadas'
competitive position in Mexico's highly fragmented lodging
industry."
The company's business risk profile benefits from a portfolio of
173 hotels under management that target a wide range of
socioeconomic segments with luxury and upper brands such as "Live
Aqua", "Fiesta Americana", "Explorean", and economic brands such
as "Fiesta Inn", "Gamma", and "One". Posadas remains highly
exposed to travel dynamics in Mexico because most of its revenue
stems from properties located in the country.
S&P said, "Our base-case scenario for 2019 incorporates
consolidated occupancy rates above 70% thanks to Posadas'
effective commercial strategy and the favorable location of its
properties; the reopening of its Live Aqua Beach resort Cancun
hotel in December 2018; the opening of another 20 hotels; and ADRs
increasing in line with inflation. These indicators should support
a consistent operating cash flow generation to cover a large part
of the capex plan that we estimate at about MXN1.2 billion in
2019. Therefore, we expect Posadas' credit metrics to improve
smoothly with debt to EBITDA at 3.7x and EBITDA interest coverage
of 2.9x by the end of 2019."
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P U E R T O R I C O
======================
NOVA TERRA: Jan. 19 Plan Confirmation Hearing
---------------------------------------------
Judge Edward A. Godoy of the U.S. Bankruptcy Court for the
District of Puerto Rico conditionally approved the disclosure
statement explaining Nova Terra Inc.'s plan of reorganization.
Judge Godoy noted that acceptances or rejections of the Plan may
be filed in writing by the holders of all claims on/or before
fourteen (14) days prior to the date of the hearing on
confirmation of the Plan.
A hearing for the consideration of the final approval of the
Disclosure Statement and the confirmation of the Plan and of such
objections as may be made to either will be held on January 11,
2019, at 9:30 AM.
Under the plan, general unsecured creditors are classified in
Class 3, and will receive a distribution of 5% of their allowed
claims, to be paid within 60 months. Payments will commence on the
effective date, which will be 45 days after entry of order of the
confirmation of the plan.
Meanwhile, secured creditors are classified under Class 2. Banco
Popular De Puerto Rico's (BPPR) secured claim for property &
equipment is in the allowed secured amount of $431,995.67 for a
total claim amount of $431,995.67. BPPR will receive a fixed
monthly payment $4,000.00 plus 50% of the net inflows and outflows
after all plan payments, as per agreement with BPPR on October
2018. The payments will begin 45 days after the confirmation of
the plan. The payments end on Month 60 of the plan.
Another secured creditor is the Internal Revenue Service (IRS)
whose claims are secured by the Debtor's property & equipment, in
the allowed secured amount of $163,414.55 for a total claim amount
of $$163,414.55. IRS will receive a monthly payment $4,788.00,
which includes a 3.50% of cost of living allowance. The payments
will begin 45 days after the confirmation of the plan. The
payments end on Month 36 of the plan.
A full-text copy of the Amended Disclosure Statement is available
at: http://bankrupt.com/misc/prb17-01968-126.pdf
About Nova Terra Inc.
Based in Arecibo, Puerto Rico, Nova Terra, Inc., sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No.
17-01968) on March 23, 2017. Nova Terra operates an electronic
equipment recycling business. The case is assigned to Judge
Edward A. Godoy. Ruben Gonzalez Marrero, Esq., at Ruben Gonzalez
Marrero & Associates, serves as the Debtor's legal counsel.
QUESOS DEL PAIS: Seeks to Hire Garcia-Arregui as Attorney
---------------------------------------------------------
Quesos Del Pais La Esperanza Inc. seeks authority from the U.S.
Bankruptcy Court for the District of Puerto Rico to employ
Garcia-Arregui & Fullana, as attorney to the Debtor.
Quesos Del Pais requires Garcia-Arregui to:
a. advise the Debtor with respect to its duties, powers and
responsibilities in the bankruptcy case;
b. advise the Debtor with the determination of whether a
reorganization is feasible and, help the Debtor in the
orderly liquidation of its assets, if necessary;
c. assist the Debtor with respect to negotiations with
creditors for the purpose of arranging the orderly
liquidation of assets and for proposing a viable plan of
reorganization;
d. prepare on behalf of the Debtor the necessary complaints,
answers, orders, reports memoranda of law or any other
legal documents;
e. appear before the bankruptcy court, or any other court in
which the Debtor asserts a claim interest or defense
directly or indirectly related to the bankruptcy case; and
f. perform such other legal services for the Debtor as may be
required in the bankruptcy proceedings.
Garcia- Arregui will be paid at these hourly rates:
Attorneys $125 to $250
Paralegals $90
Garcia-Arregui will be paid a retainer in the amount of $10,000.
Garcia-Arregui will also be reimbursed for reasonable out-of-
pocket expenses incurred.
Isabel M Fullana, a partner at Garcia-Arregui & Fullana, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Garcia-Arregui can be reached at:
Isabel M Fullana, Esq.
GARCIA-ARREGUI & FULLANA
252 Ponce de Leon Ave., Suite 1101
San Juan, PR 00918
Tel: (787) 766-2530
Fax: (787) 756-7800
E-mail: ifullana@gaflegal.com
About Quesos Del Pais La Esperanza
Quesos Del Pais La Esperanza Inc. filed a Chapter 11 bankruptcy
petition (Bankr. D.P.R. Case No. 18-06529) on Nov. 6, 2018,
disclosing under $1 million in assets and liabilities. The Debtor
hired Garcia-Arregui & Fullana, as attorney.
SEARS HOLDINGS: Court Approves "Off-The-Shelf" Bid Procedures
-------------------------------------------------------------
BankruptcyData.com reported the Court hearing the Sears
Holdings case approved Sears Holdings Inc, et al.'s proposed
global bidding and sale procedures and timetable relating to the
sale of the Debtors' "Go Forward Stores."
The proposed procedures are intended to provide the Debtors an
efficient mechanism to monetize assets as and when the Debtors
decide to auction and sell their Assets, with the advice of their
advisors and in consultation with their bankruptcy lenders and the
the official committee of unsecured creditors.
The following timeline was also approved:
* a December 15, 2018 deadline for the Debtors to designate a
stalking horse bidder for the Go Forward Stores
* a December 28, 2018 bid deadline for the Go Forward Stores
and the filing of any objections to a stalking horse bid
* a January 4, 2019 deadline for Debtors to notify prospective
bidders of their status as qualified bidders and announcement
of auction packages
* January 10, 2019 as a proposed date for a hearing on any
stalking horse objections
* a January 14, 2019 auction date
* a January 31, 2019 sale hearing date
About Sears Holdings
Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- began as a mail ordering catalog
company in 1887 and became the world's largest retailer in the
1960s. At its peak, Sears was present in almost every big mall
across the U.S., and sold everything from toys and auto parts to
mail-order homes. Sears claims to be is a market leader in the
appliance, tool, lawn and garden, fitness equipment, and
automotive repair and maintenance retail sectors.
Sears and Kmart merged to form Sears Holdings in 2005 when they
had 3,500 US stores between them. Kmart emerged in 2005 from its
own bankruptcy.
Unable to keep up with online stores and other brick-and-mortar
retailers, a long series of store closings has left it with 687
retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin
Islands as of mid-October 2018. The Company employs 68,000
individuals, of whom 32,000 are full-time employees.
As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total
assets, $11.33 billion in total liabilities and a total deficit of
$4.40 billion.
Unable to cover a $134 million debt payment due Oct. 15, 2018,
Sears Holdings Corporation and 49 subsidiaries sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15,
2018.
The Hon. Robert D. Drain is the case judge.
Weil, Gotshal & Manges LLP is serving as legal counsel, M-III
Partners is serving as restructuring advisor and Lazard Freres &
Co. LLC is serving as investment banker to Holdings. DLA Piper
LLP is the real estate advisor. Prime Clerk is the claims and
noticing agent.
SEARS HOLDINGS: Hires McAndrews Held as IP Counsel
--------------------------------------------------
Sears Holdings Corporation, and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Southern District
of New York to employ McAndrews Held & Malloy, Ltd., as IP counsel
to the Debtors.
Sears Holdings requires McAndrews Held to:
(a) perform full trademark clearance searches, using
commercial search providers;
(b) prepare and file of new trademark applications and
prosecute trademark applications;
(c) monitor for significant trademarks of the Debtors;
(d) handle the maintenance of the Debtors' existing trademark
and domain name portfolios;
(e) counsel with respect to trademark portfolio organization;
(f) prepare new copyright applications and prosecuting the
same;
(g) domain name monitoring, including new generic top level
domains and related take-down notices;
(h) handle administrative trademark and domain name disputes,
including UDRP, cancellation, and opposition proceedings;
(i) negotiate and prepare settlement agreements resulting from
disputes outlined above;
(j) respond to the Debtors' general IP inquiries; and
(k) counsel on IP strategy and operations, e.g. internal IP
structures and policies, web site design, infringement
procedures.
McAndrews Held will be paid as follows:
(i) on a monthly fixed fee basis in the amount of $43,750 for
services rendered in connection with the Fixed Fee
Services (the "Fixed Fee");
(ii) on a flat fee basis ranging from $750 to $11,000 for
services rendered in connection with the Flat Fee
Services (the "Flat Fee"); and
(iii) on an hourly basis, $376 to $560 for partners, $272 to
$396 for of counsel, $330 for associates, and $184 to
$264 for patent agents and paralegals.
McAndrews Held will also be reimbursed for reasonable out-of-
pocket expenses incurred.
In accordance with Appendix B-Guidelines for Reviewing
Applications for Compensation and Reimbursement of Expenses Filed
under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases,
the following is provided in response to the request for
additional information:
Question: Did you agree to any variations from, or
alternatives to, your standard or customary billing
arrangements for this engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic
location of the bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and
material financial terms for the prepetition
engagement, including any adjustments during the 12
months prepetition. If your billing rates and
material financial terms have changed postpetition,
explain the difference and the reasons for the
difference.
Response: McAndrews Held has represented the Debtors in each
of the 12 months prepetition. Aside from the
Retainers and Fee Advance, the compensation
structure proposed by McAndrews Held in its
retention application for this bankruptcy
proceeding" including the fixed fee and flat fees
is the same structure used by the parties
prepetition. The current hourly billing rates for
McAndrews Held expected to spend significant time
on the engagement range from $376 to $560 for
partners, $272 to $396 for of counsel, $330 for
associates, and $184 to $264 for patent agents and
paralegals.
Question: Has your client approved your prospective budget
and staffing plan, and, if so for what budget
period?
Response: As the purpose of McAndrews Held's retention is
principally to make it possible for the Debtors or
their counsel to call upon McAndrews Held for IP
issues as they arise, it may not be feasible for
McAndrews Held to predict in advance the amount
of time it will be asked to spend on matters
relating to the Debtors. McAndrews Held, however,
will work with the Debtors to attempt to develop a
prospective budget and staffing plan with respect
to matters as they arise in these chapter 11 cases.
McAndrews Held and the Debtors will periodically
review any such budget to determine whether it
remains reasonable.
Ronald H. Spuhler, a partner at McAndrews Held & Malloy, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
McAndrews Held can be reached at:
Ronald H. Spuhler, Esq.
MCANDREWS HELD & MALLOY, LTD.
500 West Madison Street, Suite 3400
Chicago, IL 60661
Tel: (312) 775-8000
E-mail: rspuhler@mcandrews-ip.com
About Sears Holdings Corporation
Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- began as a mail ordering catalog
company in 1887 and became the world's largest retailer in the
1960s. At its peak, Sears was present in almost every big mall
across the U.S., and sold everything from toys and auto parts to
mail-order homes. Sears claims to be is a market leader in the
appliance, tool, lawn and garden, fitness equipment, and
automotive repair and maintenance retail sectors.
Sears and Kmart merged to form Sears Holdings in 2005 when they
had 3,500 US stores between them. Kmart emerged in 2005 from its
own bankruptcy.
Unable to keep up with online stores and other brick-and-mortar
retailers, a long series of store closings has left it with 687
retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin
Islands as of mid-October 2018. The Company employs 68,000
individuals, of whom 32,000 are full-time employees.
As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total
assets, $11.33 billion in total liabilities and a total deficit of
$4.40 billion.
Unable to cover a $134 million debt payment due Oct. 15, 2018,
Sears Holdings Corporation and 49 subsidiaries sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15,
2018.
The Hon. Robert D. Drain is the case judge.
The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel;
McAndrews Held & Malloy, Ltd., as IP counsel; M-III Partners as
restructuring advisor; Lazard Freres & Co. LLC as investment
banker; DLA Piper as real estate advisor; and Prime Clerk as
claims and noticing agent.
SEARS HOLDINGS: Sale of $900MM Medium Term Notes Authorized
-----------------------------------------------------------
BankruptcyData.com reported that the Court hearing the Sears
Holdings' case approved the Debtors' sale of up to $900 million
Medium Term Notes (MTNs).
As previously reported, the Debtors sought authority to sell
certain SRAC Medium Term Notes Series B issued by
Debtor Sears Roebuck Acceptance Corp. ('SRAC') and currently owned
by various other Debtors.
The order stated, "To the extent that the Debtors sell the MTNs,
Jefferies may deduct the Jefferies Brokerage Fee (as modified on
the record at the Hearing to a 1.75% fee) from the gross proceeds
of such sale."
About Sears Holdings
Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- began as a mail ordering catalog
company in 1887 and became the world's largest retailer in the
1960s. At its peak, Sears was present in almost every big mall
across the U.S., and sold everything from toys and auto parts to
mail-order homes. Sears claims to be is a market leader in the
appliance, tool, lawn and garden, fitness equipment, and
automotive repair and maintenance retail sectors.
Sears and Kmart merged to form Sears Holdings in 2005 when they
had 3,500 US stores between them. Kmart emerged in 2005 from its
own bankruptcy.
Unable to keep up with online stores and other brick-and-mortar
retailers, a long series of store closings has left it with 687
retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin
Islands as of mid-October 2018. The Company employs 68,000
individuals, of whom 32,000 are full-time employees.
As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total
assets, $11.33 billion in total liabilities and a total deficit of
$4.40 billion.
Unable to cover a $134 million debt payment due Oct. 15, 2018,
Sears Holdings Corporation and 49 subsidiaries sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15,
2018.
The Hon. Robert D. Drain is the case judge.
Weil, Gotshal & Manges LLP is serving as legal counsel, M-III
Partners is serving as restructuring advisor and Lazard Freres &
Co. LLC is serving as investment banker to Holdings. DLA Piper
LLP is the real estate advisor. Prime Clerk is the claims and
noticing agent.
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V E N E Z U E L A
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VENEZUELA: Sign Deal on Economic & Defense Matters With Turkey
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EFE News reports that the governments of Venezuela and Turkey on
Monday signed a set of economic and defense agreements that mark a
"new" era in the relations between both nations, according to the
Venezuelan president, Nicolas Maduro, during the ceremony with his
Turkish counterpart, Recep Tayyip Erdogan.
The alliances include agreements in the oil, tourism and maritime
transport sectors, as well as mining, an industry that Venezuela
hopes to develop in the southern states of the country, according
to EFE News.
President Maduro pointed out that the commercial relationship
between Venezuela and Turkey is "sincere and prosperous," despite
the fact that the exchange is recent and with projects worth about
$800 million for this year, the report notes.
A cooperation agreement on defense and military matters was also
signed, while the presidents themselves signed a political
understanding agreement, the report relays.
No further details were disclosed about the scope of the
agreements nor how they will be implemented.
Erdogan made the first state visit of a Turkish leader to
Venezuela since both nations established diplomatic relations in
1999, according to data from the Venezuelan Foreign Ministry, the
report relays.
The Turkish president highlighted the important steps that both
governments have taken on this day to deepen a relationship that
experiences a clear improvement, the report says.
The report notes that the agreements were signed amid the pressing
economic crisis that Venezuela is going through, which is shown in
widespread shortages and hyperinflation, an indicator that the
International Monetary Fund (IMF) estimates will close at 2.5
million percent this year.
Erdogan said earlier, during a forum with Turkish and Venezuelan
businessmen in Caracas, that his country has the industrial
potential to "cover the majority of Venezuela's needs" and that
the agreements signed during his state visit are not going to
remain only words, the report adds.
As reported in the Troubled Company Reporter-Latin America on
June 1, 2018, S&P Global Ratings, in May 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'.
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X X X X X X X X X
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LATAM: Region Facing Challenges in Heyday of Online Business
------------------------------------------------------------
Latin America and the Caribbean are increasing their immersion in
the e-trade sector and online payments and sector experts are
urging industry to implement and take advantage of existing
solutions to strengthen user security and confidence.
At the LAC (Latin American and Caribbean) Innovation Forum, a two-
day event hosted by MasterCard at the Fontainebleau Hotel in Miami
Beach, one of the main messages concerned the solutions being
created to ensure consumer comfort and security.
In the next three years, according to analysts' estimates,
transactions via the Internet will surpass store transactions,
giving greater urgency to data-security efforts.
In countries like Mexico, Colombia and Brazil, 93 percent of
adults are concerned that someone could obtain access to their
personal and financial information.
MasterCard's senior vice president for Security Solutions and
Processing, Patricio Hernandez, said that "cyber security has
become a challenge for firms, institutions and consumers."
Experts believe that the true challenge is combining security with
the convenience of "digital life," where consumers can pay for
purchases anywhere and at any time via a simple process.
In that regard, the vice president of digital payments for
MasterCard, Walter Pimienta, says that the key is in the
implementation of the "token" system, whereby credit or debit card
numbers are converted into another unique and untransferable
number that protects financial data.
This number will be a reference point for businesspeople, given
that user data will remain encrypted, thus avoiding the problem of
computer pirates hacking into consumers' profiles.
The Digital Evolution Index: Latin America & the Caribbean Edition
(DEI LAC) - prepared by The Fletcher School of Tufts University in
partnership with MasterCard - shows that the size of the region's
e-commerce market will have grown from 126 million people in 2016
to 156 million people in 2019.
E-sales, meanwhile, are expected to double from $40 billion to $80
billion over that same period.
The president of MasterCard's Latin America and Caribbean
division, Carlo Enrico, acknowledged that he is "impressed" by the
possibilities the region offers in terms of online growth, and he
is pushing for focusing that development on "financial inclusion."
He said that figures showing at least 46 percent of Latin
Americans do not have access to a secure financial experience
point to opportunities to improve the market.
In the face of the underdevelopment of the digital economy, the
company's analysis establishes that 80 percent of transactions are
still made in cash in Latin America, compared with 50 percent in
the rest of the world.
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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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***********
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.
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