/raid1/www/Hosts/bankrupt/TCRLA

/raid1/www/Hosts/bankrupt/TCRLA_Public/190416.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 Tuesday, April 16, 2019, Vol. 20, No. 76 Headlines B R A Z I L AVIANCA BRASIL: Cancels 179 Flights as it Loses Appeal on Planes AVIANCA BRASIL: Reportedly Paid Airport Fees Upfront BRAZIL: President Moves to Give Central Bank Independence BRINK'S COMPANY: Fitch Affirms LT IDR at 'BB+', Outlook Stable TEGRA INCORPORADORA: Fitch Affirms LT IDR at 'B+', Outlook Stable C A Y M A N I S L A N D S PPC LIMITED: Liquidators Declare Interim Dividend SMARTFLASH TECHNOLOGIES: Appointment of Liquidator Sought WEAVERING MACRO FUND: Liquidators Declare Interim Dividend M E X I C O ELEMENTIA SAB: Moody's Puts Ba2 CFR under Review for Downgrade P U E R T O R I C O CHARLOTTE RUSSE: $425K Sale of Peek Brand IP & Related Assets OK'd CHARLOTTE RUSSE: $5M Sale of Refuge Brand IP & Related Assets OK'd JJE INC: Case Summary & 20 Largest Unsecured Creditors PUERTO RICO: Banks Fight Oversight Board's Quest for Information - - - - - =========== B R A Z I L =========== AVIANCA BRASIL: Cancels 179 Flights as it Loses Appeal on Planes ---------------------------------------------------------------- Marcelo Rochabrun at Reuters reports that Avianca Brasil canceled 179 flights scheduled for the next five days after a judge denied an appeal by the carrier to hold on to nine disputed planes, marking the unraveling of the airline four months after it filed for bankruptcy protection. Avianca Brasil was operating with 35 planes, a representative said, but a federal judge ordered the return of nine planes "immediately," denying the carrier's last-minute appeal, according to a news release by the Brazilian court, according to Reuters. Lessor Aircastle was scheduled to repossess its remaining nine planes leased to Avianca Brasil by April 14, Brazil's civil aviation regulator said, the report notes. The vast majority of the airline's 179 cancellations so far are scheduled to take place between April 15-17 and include some flights between Sao Paulo and Rio de Janeiro, by far Brazil's most popular route, the report says. For months, Avianca Brasil managed to hold on to its fleet despite continuing to miss lease payments, as judges repeatedly ruled that the carrier should be able to keep operating the planes until a creditor meeting could define the fate of the enterprise, the report relays. The creditors meeting took place, lifting that restriction. Creditors approved the auction of most of Avianca's assets, the report adds. About Avianca Brasil Avianca Brazil, officially Oceanair Linhas Aereas S/A, is a Brazilian airline based in Sao Paulo, Brazil. It operates passenger services from more than 20 destinations. It is hailed as the fourth largest airline in Brazil. Synergy Group is the parent company of Avianca Brazil. On December 10, 2018, Avianca Brazil filed for bankruptcy when three lessors took a move to gain possession of 30% of the airline's 50 all-Airbus fleet. The airline further blamed high fuel prices and a strong dollar for its troubles. The airline noted at that time that flights won't be affected. AVIANCA BRASIL: Reportedly Paid Airport Fees Upfront ---------------------------------------------------- Marcelo Rochabrun at Reuters reports that struggling carrier Avianca Brasil will be able to fly from Brazil's largest airport, located in Guarulhos, a day after the airport operator said it would only allow their flights there if it received upfront payment daily. A source with knowledge of the matter said Avianca Brasil paid airport operation fees upfront at the Guarulhos airport and that it had committed to paying necessary fees for weekend operations as well, according to Reuters. Avianca Brasil filed for bankruptcy protection in December and has been running up debts with lessors and airport operators as it continues to carry out most of its scheduled flights, the report recalls. The airline is very low on cash and fell behind on its payroll in March, the company has said, the report adds. About Avianca Brasil Avianca Brazil, officially Oceanair Linhas Aereas S/A, is a Brazilian airline based in Sao Paulo, Brazil. It operates passenger services from more than 20 destinations. It is hailed as the fourth largest airline in Brazil. Synergy Group is the parent company of Avianca Brazil. On December 10, 2018, Avianca Brazil filed for bankruptcy when three lessors took a move to gain possession of 30% of the airline's 50 all-Airbus fleet. The airline further blamed high fuel prices and a strong dollar for its troubles. The airline noted at that time that flights won't be affected. BRAZIL: President Moves to Give Central Bank Independence --------------------------------------------------------- President Jair Bolsonaro submitted a bill to Congress that would allow the Brazilian Central Bank to make monetary policy independently. The move was announced during a ceremony at the Planalto presidential palace to review the administration's accomplishments during its first 100 days in office. The far-right leader had promised during his campaign last year to make the Central Bank independent. The presidential chief of staff, Onyx Lorenzoni, said the legislation, which will be debated by lawmakers, will allow Brazil to "have a very important tool used by the world's leading nations to provide confidence and stability in the economy." The goal is to have "a guardian of the currency and the economy that will protect the currency regardless of the administration in office," Lorenzoni said. The bill would retain the current system for appointing the Central Bank chairman, who is nominated by the president and subject to confirmation by Congress. Under the legislation, Central Bank chiefs would continue to serve four-year terms, with a limit of one re-nomination. The bill, however, would prohibit future administrations from sacking Central Bank chairmen over differences about monetary policy, such as their strategy for dealing with inflation and setting interest rates. "With this (change), you will have institutional stability" regardless of who "holds the presidency," whose occupants also serve four-year terms, with a maximum of two terms in office, Lorenzoni said during a press conference held after the ceremony. The bill says that "the success of the economic stabilization process started in 1994 shows the benefits of monetary stability and its contribution to the growth of the economy and the reduction of interest rates." The legislation notes that having an independent Central Bank will contribute to economic growth and "lay the foundation for an increase in the efficiency of the economy, productivity and sustained growth, which is the goal of society as a whole." One of the biggest challenges faced by Bolsonaro's administration is helping Brazil's economy recover after a severe recession four years ago that caused the gross domestic product (GDP) to contract 7 percent between 2015 and 2016. Since 2016, the economy has slowly recovered, but the 1 percent annual GDP growth registered by Brazil is considered insufficient by both the administration and the financial markets. As reported on the Troubled Company Reporter-Latin America on Feb. 11, 2019, S&P Global Ratings affirmed its 'BB-/B' long- and short-term foreign and local currency sovereign credit ratings on Brazil. The outlook on the long-term ratings remains stable. At the same time, S&P affirmed its transfer and convertibility assessment of 'BB+'. S&P also affirmed its 'brAAA' national scale rating, and the outlook remains stable. BRINK'S COMPANY: Fitch Affirms LT IDR at 'BB+', Outlook Stable -------------------------------------------------------------- Fitch Ratings has affirmed The Brink's Company's (BCO) Long-Term Issuer Default Rating at 'BB+', senior secured credit facility at 'BBB-'/'RR1' and senior unsecured notes at 'BB+'/'RR4'. The Rating Outlook is Stable. BCO had $1.6 billion of debt outstanding as of Dec. 31, 2018. KEY RATING DRIVERS Continued Profitability Growth: BCO has consistently grown its profitability over the last four years with further margin expansion expected in 2019. Continued restructuring actions, including fleet-related and branch network optimization initiatives, should drive margin growth in 2019. Furthermore, margins should benefit from synergies as BCO integrates recently completed acquisitions. EBITDA margin of just over 10% in 2015 has grown to almost 15% as of Dec. 31, 2018, driven by organic growth and restructuring initiatives, resulting in lower labor costs and productivity improvements. Good Competitive and Market Position: BCO is a leading global provider of cash management with a good competitive position and limited customer concentration. BCO faces strong competition globally from several large multinational competitors; however, following the acquisition of Dunbar in August 2018, BCO is the largest cash management company in the U.S. BCO's pro forma North America revenue is $1.7 billion. Furthermore, the company's consolidated revenue is approaching $4 billion in 2019, giving it scale and the resources to invest in improving profitability and efficiency. Stable Cash Management Sector: BCO benefits from the relatively stable historical performance of the cash management industry. Core services such as cash-in-transit (CIT) and ATM services provide recurring revenue under contracts and help to mitigate revenue volatility. Furthermore, high-value services such as BCO's CompuSafe service, with an installed base of 34,500 units as of Dec. 31, 2018, increase the switching costs for BCO's customers and add to the company's recurring revenues. Aggressive Financial Policy: Fitch views BCO as having increased integration risk and weaker financial flexibility in the short term following BCO's shift in financial policy in 2017. BCO shifted its financial strategy to an operating plan that involves managing at a higher leverage than historical levels and pursuing a significant amount of debt funded acquisitions through 2019. The company's net acquisition spending totalled $551 million and $315 million in 2018 and 2017, respectively. In January 2019, the company closed the acquisition of Rodoban in Brazil for approximately $130 million. Fitch expects total acquisition spending in the range of $150 million to $250 million in 2019. Fitch also notes that BCO amended and extended its credit agreement in early 2019, which provided the company with added flexibility. Increased Financial Leverage: Following BCO's shift in financial strategy, the company's leverage has remained elevated. As of Dec. 31, 2018, FFO adjusted leverage and total debt/EBITDA were 4.8x and 3.1x, respectively. This is compared to 2016, when FFO adjusted leverage and total debt/EBITDA were 3.8x and 1.3x, respectively. Leverage is expected to remain elevated but to come down over the next two years as the company integrates recent acquisitions and benefits from EBITDA growth. Adequate Diversification: BCO has strong geographic diversification and average product/service diversification. The company has a good mix of revenues from growth and mature markets. In 2018, revenue generated in the U.S. totalled $949 million while revenue generated in France, Brazil, and Mexico was roughly $400 million each, respectively. While the company offers a variety of services including check-imaging services and other security services, the majority of services are directly correlated to cash use. If cash use declines in favor of electronic payment methods, BCO could see a material decline in sales. However, Fitch views this as a long-term risk that is mitigated by the current health of the cash industry. Moderate FX Risk: BCO has moderate currency exposure as less than 1/3 of the firm's revenue was generated in the U.S. as of Dec. 31, 2018, and most of the company's debt is U.S. denominated. The company has had to deal with large swings in foreign exchange rates periodically, specifically in South America, where large swings in foreign exchange can put pressure on margins in the short term. Most of BCO's FX exposure is through translation risk. Furthermore, the acquisition of Dunbar, which adds almost $400 million in annual revenue, will boost its U.S. cash flows and improve its ability to service its U.S. debt. DERIVATION SUMMARY BCO shifted to a more aggressive financial policy in 2017, which includes operating at a higher financial leverage and pursuing a significant amount of debt funded acquisitions through 2019. BCO had historically maintained a relatively conservative capital structure for its rating category, with minimal debt on its balance sheet. Total debt/EBITDA and FFO adjusted leverage were 1.3x and 3.8x, respectively, as of Dec. 31, 2016. This compares to total debt/EBITDA and FFO adjusted leverage of 3.1x and 4.8x as of Dec. 31, 2018. This increase in leverage was driven by continued acquisition spending, which has reduced the company's financial flexibility in the short term. However, the company has consistently improved its EBITDA margin with significant growth through restructuring initiatives, integration actions and organic growth over the last four years, resulting in an EBITDA margin of almost 15% in 2018. BCO can be compared to Garda World Security Corporation (B+/Stable), a direct competitor of BCO that is headquartered in Canada and operates globally with annual revenue of CAD2.8 billion. Garda (GW) has total pro forma net debt/EBITDA of 6.8x after adjusting for the FX impact on debt and an EBITDA margin of 11.6% for the LTM period ending Oct. 31, 2018. GW also has FCF as a percentage of sales that is lower and less consistent than BCO's FCF margin. However, GW benefits from slightly better diversification as two-thirds of the company's revenue is generated from protective services, which includes providing security guards for various applications, and one-third of the company's revenue is generated from cash services. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- Fitch expects a continued negative impact from FX translation using currency rates substantially in line with rates at the end of 2018; -- Revenue growth benefits from net acquisition growth of ~8% supplemented by organic sales growth in the low-to mid-single digits range; -- Further EBITDA margin expansion in 2019 to almost 16.0% and FCF margin slightly below 5.0%; -- Total acquisition spending in the range of $150 million to $250 million. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- FFO adjusted leverage below 4.5x for a sustained period; -- Maintain FCF margin above 3% for a sustained period; -- Maintain a consolidated EBITDA margin above 15% Developments That May, Individually or Collectively, Lead to Negative Rating Action -- An increase in FFO adj. leverage to above 5.5x for an extended period; -- Producing consistently negative FCF; -- Inability to repatriate cash flows in a timely and effective manner; -- Large debt funded acquisition, above expected spending, or shareholder friendly activities. LIQUIDITY Adequate Liquidity: As of Dec. 31, 2018, BCO's liquidity of a little over $1 billion consisted of $343 million of cash on hand and $660 million available under the company's $1 billion revolver. Liquidity should improve following the amendment to the credit facility the company completed in 2019, which resulted in the pay down of debt under the company's revolver. Additionally, BCO's liquidity should be supported by good FCF in 2019 and beyond. BCO amended its credit facility in the first quarter of 2019. The amendment increased its senior secured term loan from $469 million to $800 million with the proceeds used to pay off the $340 million of debt outstanding under the company's $1 billion senior secured revolver. The amendment also extended the maturity to 2024 from 2022. FULL LIST OF RATING ACTIONS Fitch has affirmed the following ratings: The Brink's Company -- Long-Term IDR 'BB+'; -- Senior Secured Revolver 'BBB-'/'RR1'; -- Senior Secured Term Loan 'BBB-'/'RR1'; -- Senior Unsecured Notes 'BB+'/'RR4'. The Rating Outlook is Stable. TEGRA INCORPORADORA: Fitch Affirms LT IDR at 'B+', Outlook Stable ----------------------------------------------------------------- Fitch Ratings has affirmed Tegra Incorporadora S.A.'s Long-Term Foreign and Local Currency Issuer Default Ratings at 'B+' and its Long-Term National Scale Rating at 'A-(bra)'. The Rating Outlook is Stable. Tegra's ratings reflect the strong and consistent financial support from its controlling shareholder, Brookfield Asset Management Inc. (BAM), and its integration with the parent, which is in line with Fitch's expectations. BAM has frequently provided support to Tegra, evidenced by approximately BRL5.5 billion of cash injected through capital increases and parent loans during 2014 to March 2019. BAM indirectly controls 100% of Tegra. BAM's support and capitalization measures remain fundamental to finance high working capital requirements, strengthen Tegra's capital structure and to reduce refinancing risk. Fitch incorporated in the analysis its 'Parent and Subsidiary Rating Linkage' criteria and considers the linkages between BAM and Tegra moderate. Fitch rates Tegra with a bottom-up approach from its standalone credit profile. On an individual basis, without the evidences of support and integration with the parent, Tegra's rating would be 'CCC+'. Tegra continues to present very weak credit metrics, with constantly negative operating margins and cash flow generation, still high volume inventory of concluded units and sales cancellations. The Stable Outlook reflects Fitch's expectation that the integration between Tegra and BAM will be maintained and that Tegra's refinancing risk will remain low. Fitch believes that new measures to strengthen Tegra's liquidity will be necessary since the company will likely continue to report cash burn in the short term, pressured by the increasing project launches. Fitch also expects that BAM will continue to provide financial support to Tegra, and failure to do so could trigger a rating downgrade. KEY RATING DRIVERS Robust Financial Support Is Key: Tegra's ratings reflect the strong and consistent financial support from BAM. Fitch incorporated in the analysis its 'Parent and Subsidiary Rating Linkage' criteria and considers the linkages between BAM and Tegra moderate. Despite the strong financial support, the legal ties between the entities are limited, with no guarantees or cross-default clauses between the companies, and Tegra has a small scale of operations compared to BAM's results. Fitch rates Tegra with a bottom-up approach from its standalone credit profile. The financial support provided by BAM is strong and recurrent, which supports the rare circumstance in which Tegra is rated three notches above its standalone rating. Low Refinancing Risk: Capitalization measures from the parent have been fundamental to substantially reduce Tegra's refinancing risk. From 2014 to March 2019, Tegra received BRL5.5 billion from the controlling shareholder, of which BRL1.16 billion refers to capital increases and BRL4.37 billion refers to intercompany loans that have flexible maturity date and no interest rate. From December 2013 to December 2018, adjusted corporate debt reduced by about BRL2.1 billion. As of Dec. 31, 2018, adjusted corporate debt was BRL675 million, including BRL70 million of off balance sheet debt that Tegra guarantees. Negative Operating Cash Flow: On a standalone basis, Tegra continues to report very weak credit indicators, with negative cash flow generation and high levels of concluded inventory. EBITDA and cash flow from operations (CFFO) has been negative since 2013, and Fitch expects it to remain negative in 2019 and 2020, due to the expected increase in project launches. In 2018, Tegra reported negative EBITDA of BRL482 million and negative CFFO of BRL178 million. Tegra has adopted a series of measures to recover its operational efficiency, but operating margins are still negatively affected by older projects due to the sector's long construction cycle. The company concluded delivery of the legacy projects in 2018, but results will likely remain pressured while its inventory carries units from older projects with lower margins. The recovery will depend on Tegra's ability to continue to reduce sales cancellation, monetize receivables and inventory, as well as manage higher working capital needs given the resumption of project launches. The company launched a Potential Sales Value (PSV) of BRL1.4 billion in 2018 and BRL906 million in 2017. High Finished Inventory Remains a Concern: An important challenge for Tegra will be to significantly reduce its high inventory of concluded units and to finalize the sale of the units from the legacy of low margin projects. As of Dec. 31, 2018, total inventory had an estimated market value of BRL3.1 billion, of which about 50% consisted of concluded units. Programmed project deliveries of about BRL1.1 billion in 2019, of which 42% consist of units in inventory, should contribute to maintain finished inventory pressured in the near term. Sales cancellation started to reduce in 2018 and should continue to diminish to a more conservative level. The reduction in sales cancellation reflects the conclusion of the delivery of the units from older projects. The company reported cancellation of sales contracts of BRL525 million in 2018, compared to BRL1.4 billion in 2017 and BRL1.0 billion in 2016. Gradual Recovery of the Business Environment: In Fitch's opinion, the business environment for the Brazilian homebuilders should be more favorable in 2019. This scenario is strongly dependent on the recovery of the domestic economic environment, which has presented a gradual improvement. Some key factors for the industry remain positive, such as interest and inflation rates, while income availability, unemployment rate and consumer confidence index have shown moderate improvement. However, Fitch understands that these indexes need to present a consistent recovery to sustain a more favorable business environment, resulting in a gradual resumption of project launches. Government measures for the sector will also be important to define the operating environment for 2019 and 2020. DERIVATION SUMMARY Tegra's ratings reflect strong and consistent financial support from its controlling shareholder, BAM, and the expectation that the parent will continue to provide financial support to the company, if necessary. Fitch incorporated in the analysis its 'Parent and Subsidiary Rating Linkage' criteria and views the linkages between BAM and Tegra as moderate. Despite the strong financial support, legal ties between the entities are weak, with no guarantees or cross-default clauses between the companies, and Tegra has a small scale of operations compared to BAM's results. Tegra is rated on a bottom-up approach from its standalone credit profile. The financial support provided by BAM is strong, which supports the rare circumstance in which Tegra is rated three notches above its standalone rating. On an individual basis, without the evidences of support and integration with the parent, Tegra's rating would be 'CCC+', as the company has constantly reported very weak credit metrics, with negative operating margins since 2013, negative operating cash flow generation on a recurring basis, and high levels of inventory of concluded units. Tegra is rated the same as Servicios Corporativos Javer, S.A.B. de C.V.'s (Javer, B+/Stable), due to the financial support from BAM. On stand-alone basis, Tegra is rated below as Javer's rating is supported by its market leadership and product diversification in Mexico, and has historically reported positive operating margins, moderate leverage and adequate liquidity related to short-term debt maturities. On an individual basis, Tegra is rated the same as General Shopping e Outlets do Brasil S.A. (CCC+/Rating Watch Negative), as both companies have negative FCF and high financial leverage. Tegra's standalone rating is higher than Andrade Gutierrez Engenharia S.A. (AGE, CCC-/Stable), as AGE's high credit risk profile reflects Fitch's opinion that a default still appears possible due to the uncertainties regarding its capacity to access new funding and add projects to its backlog. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- Continued financial support and integration with the controlling shareholder; -- Maintenance of moderate corporate debt; -- Gradual resumption of project launches; -- Negative operating margins in 2019 and 2020. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Strengthening of the legal ties between Tegra and BAM. -- Material strengthening of Tegra's standalone credit profile, with a sustainable recovery of credit metrics, profitability and cash flow generation. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Any evidence that the integration between Tegra and BAM has reduced, with lower level of support provided by the parent. -- Weakening of Tegra's standalone credit profile, frustrating Fitch's expectation of gradual improvement on operating results. LIQUIDITY Strong Reliance on Parent Support: Tegra's liquidity strongly relies on financial support from BAM. The company used the proceeds from capital increases and intercompany loans to significantly reduce adjusted corporate debt and finance working capital needs of the projects in development. As of Dec. 31, 2018, cash and marketable securities was BRL342 million and total adjusted debt, excluding intercompany loans, was about BRL983 million. Excluding intercompany loans, Tegra had BRL360 million of total debt due in 2019 and BRL382 million in 2020, of which BRL311 million and BRL254 million, respectively, are related to corporate debt. During the first quarter of 2019, Tegra received BRL235 million of intercompany loans from BAM, and proceeds were used to amortize one instalment of its debentures issuance that has final maturity in September 2020. Fitch expects BAM to continue to provide financial support to the company. As of Dec. 31, 2018, Tegra's total adjusted debt was BRL3.4 billion, and consisted of intercompany loans (BRL2.5 billion), debentures (BRL560 million), credit lines from SFH (BRL308 million), working capital (BRL48 million), and off balance sheet debt that Tegra guarantees (BRL70 million). FULL LIST OF RATING ACTIONS Fitch has affirmed the following ratings: Tegra Incorporadora S.A. -- Long-Term Foreign Currency IDR at 'B+'; -- Long-Term Local Currency IDR at 'B+'; -- Long-Term National Scale Rating at 'A-(bra)'. The Outlook for the corporate ratings is Stable. =========================== C A Y M A N I S L A N D S =========================== PPC LIMITED: Liquidators Declare Interim Dividend ------------------------------------------------- The joint official liquidators of PPC Limited (In Official Liquidation) intend to declare an interim dividend, according to an April 5, 2019 notice. Any creditor wishing to participate in the interim dividend must lodge his proof of debt with the Joint Official Liquidators no later than 6:00 p.m. (Cayman Islands Time) on May 6, 2019. Keiran Hutchison, Colin Peter Dempster and Gavin David Yuill are the joint official liquidators. Contact for enquiries: GERARD SOMERS EY Cayman Limited 62 Forum Lane, PO Box 510 Grand Cayman Cayman Islands, KY1-1106 Tel: +1(345)814-8902 E-mail: gerard.somers@ky.ey.com SMARTFLASH TECHNOLOGIES: Appointment of Liquidator Sought --------------------------------------------------------- An application for the appointment of a liquidator has been made in respect of Smart Flash Technologies Limited. The application was filed by Smartflash on Feb. 22, 2019. The application was scheduled to be heard at the Commercial Court Building, High Court of Justice, Road Town, Tortola VG1110, British Virgin Islands, April 8. The Applicant: SMARTFLASH TECHNOLOGIES LIMITED c/o Celtic Trust Company Limited Palm Grove House P.O. Box 438 Road Town Tortola VG1110 British Virgin Islands Legal practitioners for the Applicant: FORBES HARE Qwomar Building P.O. Box 4659 Road Town Tortola VG1110 British Virgin Islands WEAVERING MACRO FUND: Liquidators Declare Interim Dividend ---------------------------------------------------------- The joint official liquidators of The Weavering Macro Fixed Income Fund intend to declare n interim dividend, according to liquidator Jess Shakespeare. Any creditor wishing to participate in the interim dividend who was not already lodged his proof of debt form with the joint official liquidators must do so no later than May 6, 2019. Proof of debt forms can be obtained from: Sarah Moxam PO Box 258 Grand Cayman KY1-11-4 Cayman Islands Tel: +1 (345)914-8634 Fax: +1 (345)945-4237 E-mail: sarh.moxam@ky.pwc.com About Weavering Macro Fund Weavering Capital (UK) Limited is an English incorporated investment management firm, which went into administration on March 19, 2009, whose primary function was to act as investment advisor to a Cayman Islands incorporated hedge fund, Weavering Macro Fixed Income Fund Limited. Liquidators were appointed over the Macro Fund on March 19, 2009. The Weavering Macro Fixed Income Fund was understood to have funds under management of around US$639 million in late 2008. =========== M E X I C O =========== ELEMENTIA SAB: Moody's Puts Ba2 CFR under Review for Downgrade -------------------------------------------------------------- Moody's Investors Service placed Elementia S.A.B. de C.V.'s Ba2 corporate family rating on review for downgrade. The action follows the company's announcement on April 4 related to its plan to spin-off the metals and building systems divisions and to maintain only the cement operations at the existing company Elementia. On Review for Downgrade: Issuer: Elementia S.A.B. de C.V. Corporate Family Rating, Placed on Review for Downgrade, currently Ba2 Outlook Actions: Issuer: Elementia S.A.B. de C.V. Outlook, Changed To Rating Under Review From Positive RATINGS RATIONALE The spin-off will reduce Elementia's asset base as well as its geographic and product diversification, increasing its credit risk. During the ratings review, Moody's will focus primarily on the terms and conditions of the spin off, including Elementia's resulting balance sheet structure and cash flow, cross-guarantees, and liquidity risk. Elementia's cement business is mainly comprised of three cement plants in Mexico, with an aggregate capacity of 3.5 million metric tons (TM) per year, and a controlling stake at the US Giant Cement Holding, Inc. (Giant). Giant has three plants in the US with an aggregate capacity of 2.8TM. Additionally, Elementia has a crushing plant in Costa Rica and is currently building another one in Yucatán, Mexico. Around 70% of Elementia's EBITDA is related to the cement business. Elementia is a manufacturer of semi-finished copper, alloy, fiber cement, cement, and plastic products with consolidated revenues of MXN27 billion in 2018. The company has three business segments: metals, building systems and cement. Although the majority of Elementia's operations are in Mexico, it also has presence in the US and in seven Latin American countries (Peru, Ecuador, Bolivia, Costa Rica, Honduras, El Salvador and Colombia). Elementia is majority owned and controlled by the Del Valle family through Grupo Empresarial Kaluz. Grupo Carso is the second largest shareholder and a 22.93% float is listed in the Mexican Stock Exchange. ===================== P U E R T O R I C O ===================== CHARLOTTE RUSSE: $425K Sale of Peek Brand IP & Related Assets OK'd ------------------------------------------------------------------ Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware the private sale by Charlotte Russe Holding, Inc. and its debtor-affiliates of intellectual property related to their Peek brand and related assets to Mamiye Brothers, Inc., and Mamiye Brothers IP Holdings, LLC for $425,000 plus specified cure amounts for the Purchaser Assumed Contracts. The sale is free and clear of all Claims, with all such Claims, including any outstanding DIP Obligations and Prepetition Secured Obligations, to attach to the proceeds of the Sale Transaction. Upon the Closing Date, pursuant to Bankruptcy Code sections 105(a), 363, 365, and the APA, the Debtors are authorized to (a) assume and assign to the Purchaser or its designees free and clear of all Claims each of the Purchaser Assumed Contracts for which the counterparty landlord has agreed to waive the Cure Costs and otherwise consented to the assignment, which assignments will be effective for each Purchaser Assumed Contract on the date that the Purchaser receives possession of a Store as set forth in the APA, and (b) execute and deliver to the Purchaser such documents or other instruments as may be reasonably requested by Purchaser to assign and transfer the Purchaser Assumed Contracts to the Purchaser. Notwithstanding anything to the contrary in the Order or the APA, the Debtors will not assume and assign any Real Property Lease to the Purchaser or its designees under the terms of the Order unless (i) the Real Property Lease is a Purchaser Assumed Contract as of the Closing Date; and (ii) the landlord of the Real Property Lease consents in writing to such assumption and assignment. Notwithstanding anything to the contrary in the Sale Order or the Asset Purchase Agreement, none of the agreements between Debtors and Oracle America, Inc., (including any of its predecessors-in-interest) will be assigned or transferred to the Purchaser, absent further order of Court or agreement by parties, including Oracle. To the extent any IT related equipment is transferred to the Purchaser, all Oracle software will be scrubbed from such equipment by the Debtors and, if requested by Oracle, the Debtors will provide certification of such scrubbing. The Order constitutes a final order within the meaning of 28 U.S.C. Section 158(a). Notwithstanding any provision in the Bankruptcy Rules to the contrary, including but not limited to Bankruptcy Rules 6004(h) and 6006(d), the Court expressly finds there is no reason for delay in the implementation of the Order and, accordingly: (a) the terms of the Order will be immediately effective and enforceable upon its entry; (b) the Debtors are not subject to any stay of the Order or in the implementation, enforcement or realization of the relief granted in the Order; and (c) the Debtors may, in their discretion and without further delay, take any action and perform any act authorized under the Order. The requirements set forth in Bankruptcy Rules 6004 and 6006 and Local Bankruptcy Rule 6004-h have been satisfied or otherwise deemed waived. All time periods set forth in the Order will be calculated in accordance with Bankruptcy Rule 9006(a). A copy of the APA attached to the Order is available for free at: http://bankrupt.com/misc/Charlotte_Russe_422_Order.pdf About Charlotte Russe Holding Charlotte Russe Holding, Inc., is a specialty fashion retailer of young women's apparel and accessories comprised of seven entities. The company and its affiliates are headquartered in San Diego, California and have one distribution center located in Ontario, California. In addition, the companies lease office space in Los Angeles, California and San Francisco, California, where they primarily conduct merchandising, marketing, e-commerce and technology functions. The companies sell their merchandise to customers in the contiguous 48 states, Hawaii, and Puerto Rico through their online store and 512 Charlotte Russe brick-and-mortar stores located in various regional malls, outlet centers, and lifestyle centers. The bulk of the companies' apparel and accessory products are sold under the Charlotte Russe brand with ancillary brands for denim and perfume (Refuge), young women's plus-size apparel (Charlotte Russe Plus), and cosmetics (Charlotte by Charlotte Russe). Charlotte Russe Holding and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-10210) on Feb. 3, 2019. At the time of the filing, Charlotte Russe Holding estimated assets of $100 million to $500 million and liabilities of $100 million to $500 million. The cases are assigned to Judge Laurie Selber Silverstein. The Debtors tapped Bayard, P.A. and Cooley LLP as their bankruptcy counsel; Guggenheim Securities, LLC as their investment banker; A&G Realty Partners, LLC as lease disposition consultant and business broker; Gordon Brothers Retail Partners LLC, Hilco Merchant Resources LLC and Malfitano Advisors, LLC as liquidation consultant; and Donlin, Recano & Company, Inc., as claims and noticing agent. CHARLOTTE RUSSE: $5M Sale of Refuge Brand IP & Related Assets OK'd ------------------------------------------------------------------ Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware the private sale by Charlotte Russe Holding, Inc. and its debtor-affiliates of intellectual property related to their "Charlotte Russe" and "Refuge" brands and related assets to YM, Inc. (Sales) and CR (2009), LLC for (a) $5 million, plus (b) the assumption of Assumed Contracts. The sale is free and clear of all Claims, with all such Claims, including any outstanding DIP Obligations and Prepetition Secured Obligations, to attach to the proceeds of the Sale Transaction. Upon the Closing Date, pursuant to Bankruptcy Code sections 105(a), 363, 365, and the APA, the Debtors are authorized to (a) assume and assign to the Purchaser or its designees free and clear of all Claims each of the Purchaser Assumed Contracts for which the counterparty landlord has agreed to waive the Cure Costs and otherwise consented to the assignment, which assignments will be effective for each Purchaser Assumed Contract on the date that the Purchaser receives possession of a Store as set forth in the APA, and (b) execute and deliver to the Purchaser such documents or other instruments as may be reasonably requested by Purchaser to assign and transfer the Purchaser Assumed Contracts to the Purchaser. Notwithstanding anything to the contrary in the Order or the APA, the Debtors will not assume and assign any Real Property Lease to the Purchaser or its designees under the terms of the Order unless (i) the Real Property Lease is a Purchaser Assumed Contract as of the Closing Date; and (ii) the landlord of the Real Property Lease consents in writing to such assumption and assignment. Notwithstanding anything to the contrary in the Sale Order or the Asset Purchase Agreement, none of the agreements between Debtors and Oracle America, Inc., (including any of its predecessors' "interest) will be assigned or transferred to the Purchaser, absent further order of Court or agreement by parties, including Oracle. To the extent any IT related equipment is transferred to the Purchaser, all Oracle software will be scrubbed from such equipment by the Debtors and, if requested by Oracle, the Debtors will provide certification of such scrubbing. The Order constitutes a final order within the meaning of 28 U.S.C. Section 158(a). Notwithstanding any provision in the Bankruptcy Rules to the contrary, including but not limited to Bankruptcy Rules 6004(h) and 6006(d), the Court expressly finds there is no reason for delay in the implementation of the Order and, accordingly: (a) the terms of the Order will be immediately effective and enforceable upon its entry; (b) the Debtors are not subject to any stay of the Order or in the implementation, enforcement or realization of the relief granted in the Order; and (c) the Debtors may, in their discretion and without further delay, take any action and perform any act authorized under the Order. The requirements set forth in Bankruptcy Rules 6004 and 6006 and Local Bankruptcy Rule 6004-1 have been satisfied or otherwise deemed waived. All time periods set forth in the Order will be calculated in accordance with Bankruptcy Rule 9006(a). A copy of the APA attached to the Order is available for free at: http://bankrupt.com/misc/Charlotte_Russe_423_Order.pdf About Charlotte Russe Holding Charlotte Russe Holding, Inc., is a specialty fashion retailer of young women's apparel and accessories comprised of seven entities. The company and its affiliates are headquartered in San Diego, California and have one distribution center located in Ontario, California. In addition, the companies lease office space in Los Angeles, California and San Francisco, California, where they primarily conduct merchandising, marketing, e-commerce and technology functions. The companies sell their merchandise to customers in the contiguous 48 states, Hawaii, and Puerto Rico through their online store and 512 Charlotte Russe brick-and-mortar stores located in various regional malls, outlet centers, and lifestyle centers. The bulk of the companies' apparel and accessory products are sold under the Charlotte Russe brand with ancillary brands for denim and perfume (Refuge), young women's plus-size apparel (Charlotte Russe Plus), and cosmetics (Charlotte by Charlotte Russe). Charlotte Russe Holding and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-10210) on Feb. 3, 2019. At the time of the filing, Charlotte Russe Holding estimated assets of $100 million to $500 million and liabilities of $100 million to $500 million. The cases are assigned to Judge Laurie Selber Silverstein. The Debtors tapped Bayard, P.A. and Cooley LLP as their bankruptcy counsel; Guggenheim Securities, LLC as their investment banker; A&G Realty Partners, LLC as lease disposition consultant and business broker; Gordon Brothers Retail Partners LLC, Hilco Merchant Resources LLC and Malfitano Advisors, LLC as liquidation consultant; and Donlin, Recano & Company, Inc., as claims and noticing agent. JJE INC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------ Debtor: JJE, Inc. dba Hospicio Toque De Amor PO Box 1102 Manati, PR 00674 Business Description: JJE, Inc. is a home health care services provider based in Manati, Puerto Rico. Chapter 11 Petition Date: April 12, 2019 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Case No.: 19-02034 Debtor's Counsel: Victor Gratacos Diaz, Esq. GRATACOS LAW FIRM, PSC PO Box 7571 Caguas, PR 00726 Tel: 787 746-4772 Email: bankruptcy@gratacoslaw.com Total Assets: $295,244 Total Liabilities: $1,953,718 The petition was signed by Jenny Olivo, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/prb19-02034.pdf PUERTO RICO: Banks Fight Oversight Board's Quest for Information ---------------------------------------------------------------- Karen Pierog and Luis Valentin Ortiz at Reuters report that four banks fired back at a move by Puerto Rico's federally created financial oversight board to force them to disclose customer information related to certain debt issued by the bankrupt U.S. commonwealth. The board asked the U.S. District Court judge hearing the island's bankruptcy cases to compel the banks to submit bondholder names and addresses along with related payments the bondholders received between 2013 and 2017 by an April 19 deadline, according to Reuters. The Bank of New York Mellon, Bank of America Corp , JP Morgan Chase Bank, and U.S. Bank objected, citing concerns over disclosing confidential customer information, as well as the cost and ability to produce a large amount of information within the tight deadline, the report notes. "The burden of this deadline is not merely excessive and unreasonable, but in fact it would be impossible to meet, as the requested data, to the extent it exists, is not easily accessible," an attorney for JP Morgan stated in a letter to the board's lawyers, the report relays. In a court filing, Bank of America said there was no certainty it is even the correct entity to produce information to comply with the board's "over broad and patently burdensome requests," the report notes. Reuters discloses that the quest for bondholder information is related to an attempt by the board and some creditor groups in the bankruptcy to have the federal court void more than $6 billion of defaulted general obligation (GO) bonds sold in 2012 and 2014 and other debt. In an April 3 court filing asking for an extension of a statute of limitations that expires next month, the board said it could recover billions of dollars in payments made to bondholders should the disputed debt be invalidated, the report says. U.S. District Judge Laura Taylor Swain, who has yet to rule on bond invalidation motions, will address the extension request at an April 24 hearing, the report notes. The board filed bankruptcy for the island in May 2017 to restructure about $120 billion of debt and pension obligations, the report relays. But it did not seek to void the GO bonds on the basis they were issued in violation of debt limits in the Puerto Rico Constitution until January 2019, just months before the statute of limitations on bringing such actions runs out this May, the report notes. If ordered by Swain to produce bondholder information, the banks said the court should address matters such as a longer deadline, their indemnification from claims and liability arising from compliance, and reimbursement for their costs, the report adds. ********* 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. 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