/raid1/www/Hosts/bankrupt/TCRLA_Public/210414.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, April 14, 2021, Vol. 22, No. 69

                           Headlines



A R G E N T I N A

ARGENTINA: INDEC Figures Encouraging for Gov't., Not for People


B R A Z I L

BANCO PAN: S&P Puts B+/B Ratings on Watch Pos. on BTG Pactual Deal


C O L O M B I A

BANCO DAVIVIENDA: Fitch Rates Upcoming USD AT1 Notes 'B+(EXP)'
BANCO GNB: Fitch Gives Upcoming USD Tier2 Notes BB-(EXP) LT Rating


C O S T A   R I C A

INVESTMENT ENERGY: Fitch Raises LT IDRs to 'BB-', Outlook Stable


D O M I N I C A N   R E P U B L I C

DOMINICAN REPUBLIC: Deputies Extend State of Emergency
[*] DOMINICAN REPUBLIC: Signs Pact to Expand Agro Products Export


E L   S A L V A D O R

AES EL SALVADOR: Fitch Alters Outlook on 'B-' IDRs to Stable


J A M A I C A

TRANSJAMAICAN HIGHWAY: Losses Revised to US$1.8 Million


P E R U

PERU: To Promote Investment in Electric Mobility w/ $20MM IDB Loan


P U E R T O   R I C O

ORGANIC POWER: Seeks to Hire Fuentes Law Offices as Legal Counsel


V E N E Z U E L A

CITGO PETROLEUM: Fitch Alters Outlook on 'B' LT IDR to Stable

                           - - - - -


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A R G E N T I N A
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ARGENTINA: INDEC Figures Encouraging for Gov't., Not for People
---------------------------------------------------------------
mercopress.com reports that while inflation grows rampant and
people lose some or all of their income in the middle of the
coronavirus restrictions, Argentina's National Institute of
Statistics and Census (INDEC) released a new economic report which
showed positive figures.

Productive Deelopment Minister Matias Kulfas said on Twitter that
"the first industrial data for March are encouraging", after
knowing the indicators of construction activity and industrial
production in February, which showed a year-on-year improvement of
22.7% and 1.6%, respectively, according to mercopress.com.

"The first industrial data for March are encouraging; of course the
comparison against 2020 is now going to be very high because we
already compared against pandemic months; even so, comparing
against 2019 the data is positive," said Kulfas, the report
relays.

"The industry had a summer manufacturing above pre-pandemic levels;
however, the data for February was somewhat worse than that of
January (with a drop of 1.6% month-on-month); that data was
foreseeable and we had already been pointing it out; no it is a
brake on the recovery, but the plant stops for vacations this year
occurred more in February than in January, unlike 2020 . . .," the
minister added, the report discloses.

Year-on-year, industrial activity rose 1.6% in February and
construction 22.7%, the report relates.  February's was the fourth
straight rise for construction after 26 months of decline, the
report discloses.  The level of industrial activity registered an
increase of 1.6% year-on-year in February, while construction rose
22.7% in the same period, the report relays.

It was also the third consecutive mark above 20% year-on-year for
construction, while the Manufacturing Industrial Production Index
recorded its fourth consecutive increase, the report notes.

Beyond the improvement registered in the year-on-year comparison,
the Indec report revealed that the level of industrial activity in
February was 1.6% lower than that of last January, the report
discloses.

In the case of construction, the month-on-month comparison
reflected a 3.9% reduction compared to the first month of 2021, the
report notes.  Thus, the first two months of the year showed a rise
of 2.9% for the manufacturing sector and 23% for construction, the
report says.

In the manufacturing sector, eight of the 16 surveyed items grew
year-on-year. The improvements registered in the categories Other
equipment, apparatus and instruments stood out, with an increase of
18.5% year-on-year; followed by Basic metal industries (16.4%);
Machinery and Equipment (15.4%), and Non-metallic Minerals (14.4%),
the report relays.

But output dropped for transport equipment (23.2% - all values
expressed year-on-year), oil refining (10.4%); clothing, (6.7%);
motor vehicles (6.4%) and Chemicals (3.6%), the report notes.

Regarding the results of the Synthetic Indicator of Construction
Activity (ISAC), Indec said 30.8% of companies engaged in private
activity and 40.8% of those engaged in public works envisioned
improvements for the March-May quarter, the report relates.

In February, shipments of 11 of the 13 supplies surveyed grew in
interannual terms. Asphalt shipments (67.1%), ceramic sanitary ware
(60.1%) and round iron and steel for construction (56.4%) topped
the list, the report adds.

                        About Argentina

Argentina is a country located mostly in the southern half of South
America.  It's capital is Buenos Aires. Alberto Angel Fernandez is
the current president of Argentina after winning the October 2019
general election. He succeeded Mauricio Macri in the position.

Argentina has the third largest economy in Latin America.  The
country's economy is an upper middle-income economy for fiscal year
2019, according to the World Bank. Historically, however, its
economic performance has been very uneven, with high economic
growth alternating with severe recessions, income maldistribution
and in the recent decades, increasing poverty.

Standard & Poor's credit rating for Argentina stands at CCC+ with
stable outlook, which was a rating upgrade issued on Sept. 8,
2020.

Moody's credit rating for Argentina was last set at Ca on Sept. 28,
2020.  Fitch's credit rating for Argentina was last reported on
Sept. 11, 2020 at CCC, which was a rating upgrade from CC.  DBRS'
credit rating for Argentina is CCC, given on Sept. 11, 2020.  

As reported by The Troubled Company Reporter - Latin American, DBRS
noted that the recent upgrade in Argentina's ratings (September
2020) follows the closing of two debt restructuring agreements
between the Argentine government and private creditors.  The first
restructuring involved $65 billion in foreign-law bonds.  The deal
achieved the requisite participation necessary to trigger the
collective action clauses and finalize the restructuring on 99% on
the aggregate principal outstanding of eligible bonds.  DBRS added
that the debt restructurings conclude a prolonged default and
provide the government with substantial principal and interest
payment relief over the next four years.

DBRS further relayed that Argentina is also seeking a new agreement
with the International Monetary Fund (IMF) to replace the canceled
2018 Stand-by Agreement.  Formal negotiations on the new financing
began in November 2020.  Obligations to the IMF amount to $44
billion, with major repayments coming due in 2022 and 2023.



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B R A Z I L
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BANCO PAN: S&P Puts B+/B Ratings on Watch Pos. on BTG Pactual Deal
------------------------------------------------------------------
S&P Global Ratings placed its 'B+/B' global scale and 'brAA'
national scale ratings on Banco Pan on CreditWatch with positive
implications. At the same time, S&P affirmed its 'brA-1+'
short-term national scale rating.

S&P's action follows the announcement that Banco BTG Pactual S.A.
(BB-/Stable/B) agreed to buy all of Caixa Economica Federal's
(Caixa; BB-/Stable/B) stake in Banco Pan for R$3.7 billion,
corresponding to R$11.42 per share.

BTG Pactual is already Banco Pan's controlling shareholder and is
acquiring Caixa's 49.2% voting stake, equivalent to 26.8% of Banco
Pan's capital. With the transaction, Caixa will conclude the
process of divesting its stake in Banco Pan, while BTG Pactual,
which has participated in its co-control for over a decade, will
consolidate its control of Banco Pan with 71.7% of the shares.

The closing of the transaction is subject to regulatory approvals
from authorities, and we expect that after that, Banco Pan will be
part of the conglomerate, with its capitalization viewed on a
consolidated basis for regulatory purposes. S&P also considers that
it would benefit from extraordinary support of the parent, if
needed, under any foreseeable circumstances.

Banco Pan is an important portion of BTG's move toward digital
retail banking. It also complements the parent's portfolio of
financial services and products, which now in addition to wholesale
and investment banking also offers financing and digital banking
for the lower-income retail segment.




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C O L O M B I A
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BANCO DAVIVIENDA: Fitch Rates Upcoming USD AT1 Notes 'B+(EXP)'
--------------------------------------------------------------
Fitch Ratings has assigned Banco Davivienda S.A.'s (Davivienda)
upcoming issue of US dollar-denominated perpetual Additional Tier 1
(AT1) notes an expected long-term rating of 'B+(EXP)'. The amount
of the U.S. dollar-denominated notes is yet to be determined. The
final rating is contingent upon receipt of final documents
conforming to information already received.

Proceeds will be used for general purposes and will count as
Additional Tier 1 capital ratios at the bank per local regulation.
The notes are perpetual, with semi-annually interest payments and
can be redeemed at the option of the issuer no earlier than five
years or 10 years, depending on the final structure, subject to
prior approval of the Colombian Superintendence of Finance (SFC),
if the bank maintains its capital adequacy ratios in accordance
with regulatory requirements.

The notes will be junior in right of payment with respect to
Davivienda's depositors, all senior external liabilities of the
bank, Tier 2 Capital subordinated debt instruments and other
instruments issued and guaranteed by the bank designated as ranking
senior to the notes. The notes rank senior to Davivienda's Common
Equity Tier 1 Capital and rank pari passu among themselves and any
other unsecured and Additional Tier 1 Capital subordinated
indebtedness

KEY RATING DRIVERS

The notes will be rated four notches below Davivienda's 'bbb-'
Viability Rating (VR), with two notches for loss severity and two
notches for incremental non-performance risk. According to Fitch's
criteria, this is the minimum downward notching for deeply
subordinated notes with fully discretionary coupon cancellation
issued by banks with a VR anchor of 'bbb-'. The notching reflects
the notes' higher loss severity in light of their deep
subordination, and additional non-performance risk relative to the
VR, given the high write-down trigger of CET1 at 5.125% and full
discretion to cancel coupons.

Coupon payments may be cancelled at the bank's discretion and full
or partial write-down in case either individual or consolidated
CET1 capital ratio is below 5.125% or if SFC determines the
outstanding principal, accrued and unpaid interest, and any other
amounts due on the notes will be permanently reduced, pro rata with
reductions on other Additional Tier 1 Capital subordinated by an
amount needed to restore the individual or the consolidated CET 1
to 6%. Additionally, the interest payments under the notes will be
automatically cancelled (in whole or in part) if the bank does not
have sufficient distributable items or if the bank fail to preserve
the required combined capital buffer (capital conservation and
systemic buffers) according the Decree 2555 and the four-year
schedule to adopt Basel III requirements starting on January 2021.

As of December 2020, CET1 was 8.26% comparing favorably with the
minimum requirements (4.5%). Basel III adoption started in January
2021 has already increased calculated CET1 by around 300 bps, while
the AT1 new issuance would increase the regulatory capital ratio
considering CET1 plus AT1 by other 200 bps depending on the final
amount issued. Despite operating environment challenges that have
reduced the bank's already low profitability of the bank and that
are expected to continue to weigh on asset quality, Fitch does not
anticipate significant pressures for the new capital requirements
during the Basel III implementation period under a scenario of
conservative risk management and gradual business growth.

RATING SENSITIVITIES

Factor that could, individually or collectively, lead to positive
rating action/upgrade:

-- The rating of the AT1 notes is sensitive to movements in the
    bank's VR in any direction, and the baseline scenario is that
    the notching will likely remain -4 relative to the bank's VR.
    However, the notching could potentially be widened to some
    extent as per Fitch's criteria under certain circumstances, if
    there is a change in Fitch's view on the non-performance risk
    of these instruments on a going concern basis, which is not
    the baseline scenario.

Factor that could, individually or collectively, lead to negative
rating action/downgrade:

-- The rating of the AT1 notes is sensitive to movements in the
    bank's VR in any direction, and the baseline scenario is that
    the notching will likely remain -4 relative to the bank's VR.
    However, the notching could potentially be widened to some
    extent as per Fitch's criteria under certain circumstances, if
    there is a change in Fitch's view on the non-performance risk
    of these instruments on a going concern basis, which is not
    the baseline scenario.

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Financial Institutions and
Covered Bond issuers have a best-case rating upgrade scenario
(defined as the 99th percentile of rating transitions, measured in
a positive direction) of three notches over a three-year rating
horizon; and a worst-case rating downgrade scenario (defined as the
99th percentile of rating transitions, measured in a negative
direction) of four notches over three years. The complete span of
best- and worst-case scenario credit ratings for all rating
categories ranges from 'AAA' to 'D'. Best- and worst-case scenario
credit ratings are based on historical performance.

BANCO GNB: Fitch Gives Upcoming USD Tier2 Notes BB-(EXP) LT Rating
------------------------------------------------------------------
Fitch Ratings has assigned Banco GNB Sudameris S.A.'s (GNB)
upcoming issue of U.S. dollar-denominated Tier 2 notes an expected
long-term rating of 'BB-(EXP)'. The amount and tenor of the notes
have not yet been determined. The final rating is contingent upon
the receipt of final documents conforming to information already
received.

The proceeds from the issue will be used to purchase outstanding
2022 notes issued by GNB and for general purposes. The notes are
expected to count as Tier 2 capital at the bank as per local
regulation. Interest will be paid semi-annually. The notes may be
redeemed at the option of the issuer subject to prior approval of
the Colombian Superintendence of Finance, if the bank maintains its
capital ratios in accordance with regulatory requirements.

KEY RATING DRIVERS

The upcoming issuance is expected to be rated two notches below
GNB's Viability Rating (VR) of 'bb+', to reflect their subordinated
status and the expected high loss severity.

The rating on the notes does not incorporate incremental
non-performance risk, given the relatively low write-off trigger
(Regulatory common equity Tier 1 (CET1) ratio at or below 4.5%),
which, in Fitch's view, would only be effective at the point of
non-viability, and also considering the fact that coupons are not
deferrable or cancellable before the principal write-off trigger is
activated. If GNB's CET1 ratio falls below 4.5%, the outstanding
principal amount of these notes may be permanently reduced to the
extent required to restore the bank's capital ratio to 6%. This
full write-down feature of the notes heavily influences the
two-notch reduction for loss severity applied.

The securities will rank junior to all senior unsecured creditors,
pari passu with all other present or future Tier II capital
subordinated indebtedness (other than subordinated indebtedness
designated as junior to the notes), and senior to the bank's
capital stock, including any other instrument that may qualify at
Tier I capital according to local banking regulation.

At December 2020, GNB's CET1 ratio was 8.3%, which compares
favorably with the minimum regulatory requirements (4.5%). Colombia
started to adopt Basel III standards in January 2021 and this has
increased GNB's CET1. However, Fitch does not expect the Basel III
standards to put significant pressure on the bank, despite the
challenges in the operating environment that have squeezed
profitability, as long as risk management remains conservative and
business growth is gradual.

RATING SENSITIVITIES

Factor that could, individually or collectively, lead to negative
rating action/downgrade:

-- As the expected subordinated debt rating is two notches below
    GNB's VR anchor, the expected rating is sensitive to a
    downgrade in the VR. The rating is also sensitive to a wider
    notching from the VR if there is a change in Fitch's view on
    the non-performance risk of these instruments on a going
    concern basis, which is not the baseline scenario.

Factor that could, individually or collectively, lead to positive
rating action/upgrade:

-- As the expected subordinated debt rating is two notches below
    GNB's VR anchor, the expected rating is sensitive to an
    upgrade in the VR.

ESG CONSIDERATIONS

GNB has an ESG Relevance Score of '4' for Governance Structure due
to key person risk, which has a negative impact on the credit
profile and is relevant to the ratings in conjunction with other
factors.

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Financial Institutions and
Covered Bond issuers have a best-case rating upgrade scenario
(defined as the 99th percentile of rating transitions, measured in
a positive direction) of three notches over a three-year rating
horizon; and a worst-case rating downgrade scenario (defined as the
99th percentile of rating transitions, measured in a negative
direction) of four notches over three years. The complete span of
best- and worst-case scenario credit ratings for all rating
categories ranges from 'AAA' to 'D'. Best- and worst-case scenario
credit ratings are based on historical performance.



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C O S T A   R I C A
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INVESTMENT ENERGY: Fitch Raises LT IDRs to 'BB-', Outlook Stable
----------------------------------------------------------------
Fitch Ratings has upgraded Investment Energy Resources Limited's
(IERL) Long-Term Foreign Currency and Local Currency Issuer Default
Ratings (IDRs) to 'BB-' from 'B'. The Rating Outlook is Stable.
Fitch has also assigned a 'BB-' rating to IERL's proposed issuance
of up to USD700 million of senior secured green bonds with
intermediate maturity (7-10 years). Net debt proceeds will be used
to finance or refinance, in whole or in part, new or existing
eligible green generation plants.

The upgrade primarily reflects the strengthening of IERL's business
risk profile as a result of the incorporation of 317MW of
hydroelectricity generation assets in Guatemala (BB-/Stable), which
materially improves the company's portfolio diversification and
scale of operations.

IERL will issue a total of approximately USD1 billion in debt,
including up to USD700million bullet bond with intermediate
maturity (7-10 years) and an approximately USD300 million
amortizing senior secured facility. The proceeds will refinance the
outstanding debt of IERL's operating companies.

KEY RATING DRIVERS

Improved Portfolio Diversification: IERL increased is diversication
and lower its business risk after CMI Energia (Corporacion Multi
Inversiones' energy business unit) transferred to IERL its
hydroelectric plants Renace (301MW) and Santa Teresa (16MW), both
located in Guatemala, and a 50% stake in the solar farm Bosforo
(100MW), a JV with AES in El Salvador. The company's total
generation portfolio increased to 813MW (2019: 394MW), including
the acquisition of the solar farm Mata de Palma (53MW) in the
Dominican Republic (BB-/Negative) on December 2020.

The incorporation of hydro adds potential stability to cash flows,
as the availability of wind and hydro resources in Central America
follow seasonal patterns, where wind generation is highest during
the dry season and production at the hydro plants is highest during
the rainy season. Expected operating cash flows from Guatemala
provide an improvement to the company's overall business risk
profile, strengthening IERL's operating environment. The applicable
Country Ceiling (CC) for the company is determined by Guatemala at
'BB', as IERL's EBITDA from this country will be enough to cover
hard currency (HC) interest expense through the rating cycle.

Debt Refinancing Simplify Structure: IERL plans to issue up to
USD700 million senior secured green bond with intermediate maturity
(7-10 years) and an approximately USD300 million amortizing senior
secured facility with a seven-year tenure, to refinance the
outstanding debt of IERL's operating companies. Following the
transaction, intercompany loans (ICLs) or equity injections, will
be made to each operating company to pay its respective debt. The
bonds and the senior secured facility will be secured by pledges of
80% of IERL's common equity interests in Renace, S.A., and all of
the equity interests in the remaining operating companies
designated as Guarantors except for WCG Energy (Mata de Palma), in
which case the bonds and the senior secured facility will be not be
secured by its common equity interests.

These transactions will allow the company to extend its debt
amortization schedule while optimizing its cost of funding and
reserve requirements. As of YE 2020, gross leverage, measured by
total debt/EBITDA, was 6.2x (2019 restated: 6.3x). Fitch expects
IERL's leverage to be close to 5.0x by end of 2021 and to
deleverage towards 4.5x in 2024. The deleveraging trajectory is
supported by the loan's programmed amortization schedule of about
USD30 million per year, and by average annual EBITDA of
approximately USD196 million between 2022 and 2024. Additionally,
average FFO interest coverage may reach 3.0x between 2022 and
2024.

High Off-Taker Risk: IERL's ratings reflect the company's high
off-takers risk, where 46% of its revenues come from off-takers
with a weighted average credit quality in line with a 'B+' rating.
As of Dec. 31, 2020, 33% of consolidated revenues originated from
contracts signed with distribution companies in Guatemala; 24% from
Empresa Nacional de Energia Electrica (ENEE; not rated) in
Honduras, 18% from Instituto Costarricense de Electricidad (ICE;
B/Negative) in Costa Rica (B/Negative); 6% from contracts signed
with distribution companies in Nicaragua (B-/Negative) and in the
Dominican Republic (BB-/Negative). As a contingent measure, IERL
has the Multilateral Investment Guarantee Agency's insurance which
offers political risk insurance and enhancement guarantees on its
generation assets in Honduras and Nicaragua.

Predictable Cash Flows: IERL has a strong business profile
supported by long-term U.S. dollar-denominated contracts, and a
modest cost structure that underpins the company's profitability.
As of year-end 2020, the company's generation capacity was 87%
contracted under power purchase agreements (PPAs) with a weighted
average remaining life of approximately 14 years. Off-taker for the
take-or-pay contracts are obligated to purchase 100% of generation.
Despite a 5.6% decline in revenues in 2020, IERL's EBITDA was
approximately USD175 million compared with USD171 million the
prior-year period, primarily due to a reduction of close to 38% in
repair and maintenance costs.

Fitch's base case reflects that energy production will be close to
2.9GWh in 2021, assuming a blend of P50 and P90 scenarios for the
solar and wind projects, and capacity factors that reflect
historical average hydrology conditions in the case of Renace and
Santa Teresa. Revenues under these assumptions may amount to USD312
million while EBITDA may reach approximately USD191 million in
2021.

Positive FCF Expectations: IERL will likely report positive FCF in
the medium term as no major expansionary capex is expected, given
that all of the development and construction of utility scale
renewable energy projects by CMI Energia will be done outside of
IERL. This, even when assuming annual dividend distributions
ranging between USD70 million and USD115 million per year between
2022 and 2024. The rating case for IERL considers modest capex
investments through the cycle, averaging USD5 million in the next
four years.

Strong Shareholder Group: IERL benefits from the strength of
Corporacion Multi Inversiones (CMI) group of companies. CMI is a
family-owned multinational conglomerate and one of the largest in
Central America, with operations in 14 countries including the
Caribbean and the U.S. Its operations span agribusiness,
restaurants (including the global chain Pollo Campero), real
estate, electricity generation and finance. CMI has shown
commitment to developing its energy business unit and has made
significant investments in this industry, while providing
back-office support and access to credit to CMI Energia.

DERIVATION SUMMARY

IERL's 'BB-' reflects the company's diversified and complementary
asset portfolio supported by exceptionally long-term U.S.
dollar-denominated contracts, which mitigates its exposure to weak
off-takers in challenging operating environments. Compared to AES
Panama Generation Holdings, S.R.L. (AESPGH) (BBB-/Stable), IERL has
a lower scale of operations but a better geographic
diversification, which AESPGH compensates with a better off-taker
risk profile, and both companies have similar leverage
expectations.

Compared to Orazul Energy Peru S.A. (BB/Rating Watch Positive),
IERL has higher expected leverage and a weaker operating
environment; compared to Nautilus Inkia Holdings LLC (BB/Negative),
IERL shows similar leverage levels but modest capex investments and
a more flexible shareholder strategy, a combination that should
derive in positive FCF through the cycle.

KEY ASSUMPTIONS

-- USD955 million of new debt, including one bond and a liquidity
    facility, is issued to refinance all outstanding debt at the
    operating companies. The new bond is assumed to carry an
    interest rate of approximately 6.5%. The loan has
    amortizations between 2021 and 2027 with a balloon repayment
    in 2028. The bond has a single balloon payment at maturity;

-- Combination of P50 and P90 operating scenarios for wind and
    solar generation, depending on historical performance;

-- Capacity factors that reflect historical average hydrology
    conditions in the case of Renace and Santa Teresa;

-- 87% contracted generation through the cycle;

-- Average monomic price of USD110/MWh;

-- Four-year average maintenance capex at USD5 million;

-- Positive FCF generation through the rating cycle.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to positive
rating action/upgrade:

-- A material improvement in the company's operating environment;

-- Sustained gross leverage below 4.0x through the rating cycle.

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

-- A material deterioration in the company's operating
    environment and/or applicable CC;

-- Significant lag in collections that undermine the company's
    liquidity position;

-- Sustained disruptions in generation capacity due to either
    technical or climatological issues.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.

LIQUIDITY AND DEBT STRUCTURE

Strong Liquidity: IERL's modest cost structure and minimal
investment requirements consistently generated strong cash flow, in
addition to an expected improvement in the debt amortization
schedule as per the planned issuance. As of Dec. 31, 2020,
Fitch-defined readily available cash and cash equivalents totalled
USD60.5 million plus undrawn committed credit lines of USD21.4
million, and short-term debt was USD120.2 million. Additionally,
the company had USD129.3 million on its debt reserve accounts.
Fitch forecasts IERL's FCF to be positive through the rating cycle,
while assuming annual dividend distributions ranging between USD70
million and USD115 million per year between 2022 and 2024.



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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: Deputies Extend State of Emergency
------------------------------------------------------
Dominican Today reports that in a work session marked by a dispute
between the Chamber of Deputies and legislator Pedro Botello,
president, the legislative body approved the extension for 45 more
days of the state of emergency.

Although before the beginning of the session, some deputies
commented on the possibility that this new request would not be
approved, a moment later, the spokesman of the Dominican Liberation
Party (PLD), Gustavo Sanchez, said that for "coherence," his party
would support a new state of emergency, according to Dominican
Today.

Tempers were high during the entire session. As soon as the meeting
began, Deputy Pedro Botello requested to modify the plan to
introduce the bill, which seeks to release 30 percent of the
pension funds to the worker, the report relates.

This request, although accepted by the President of the Chamber of
Deputies, Alfredo Pacheco, generated discomfort in him, which
lasted throughout the session, the report discloses.

The report notes that Pacheco's attitude changed.  He began to make
ironic and indirect comments after Botello insisted on knowing in
the session the legislative initiative that seeks to give the
workers a percentage of their pension funds to face the effects
produced by the Covid-19 pandemic, the report relays.

                              Tensions

"I requested to you, under the understanding that you were
reasonably going to give that understanding to the coordinating
committee, but I submit it.  I remind you that to modify the plan,
you need two-thirds to be approved.  We are going to submit to vote
the request of Representative Botello, who undoubtedly wants to
expose his colleagues to difficult situations, but let's go
upstairs," was Pacheco's initial comment that later triggered a
confrontation between the two where both deputies hurled insults
and even threats at each other, the report relays.

Precisely in the middle of this chaos of offenses, threats of
fights, and legislators trying to calm their two colleagues,
Pacheco submitted the vote to approve the request for the new state
of emergency. Simultaneously, the discussion with Botello continued
and was approved almost without those present paying attention, the
report discloses.

Despite the approval, a moment before, the PLD spokesman, Gustavo
Sanchez, who had affirmed that the purple party supported the
request for a new state of emergency for 45 days, questioned the
request and said he did not understand the reason why the Dominican
government wanted to maintain the state of emergency, the report
notes.

Since March last year, the state of emergency has been accompanied
by a curfew.

                    About Dominican Republic

The Dominican Republic is a Caribbean nation that shares the island
of Hispaniola with Haiti to the west. Capital city Santo Domingo
has Spanish landmarks like the Gothic Catedral Primada de America
dating back 5 centuries in its Zona Colonial district. Luis Rodolfo
Abinader Corona is the current president of the nation.

The Troubled Company Reporter-Latin America reported in April 2019
that the Dominican Today related that Juan Del Rosario of the UASD
Economic Faculty cited a current economic slowdown for the
Dominican Republic and cautioned that if the trend continues,
growth would reach only 4% by 2023. Mr. Del Rosario said that if
that happens, "we'll face difficulties in meeting international
commitments."

An ongoing concern in the Dominican Republic is the inability of
participants in the electricity sector to establish financial
viability for the system.

Fitch Ratings on Jan. 18, assigned a 'BB-' rating to Dominican
Republic's USD1.5 billion 5.3% notes due Jan. 21, 2041.
Concurrently, the Dominican Republic reopened its 2030 4.5% notes
for an additional USD1.0 billion, which Fitch rates 'BB-', raising
the total outstanding amount of the 2030 notes to USD2.0 billion.

Standard & Poor's, on December 4, 2020, affirmed its 'BB-'
long-term foreign and local currency sovereign credit ratings on
the Dominican Republic. The outlook remains negative. S&P also
affirmed its 'B' short-term sovereign credit ratings. The negative
outlook reflects S&P's view that it could lower the ratings on the
Dominican Republic over the next six to 18 months, given the severe
impact of the COVID-19 pandemic on the sovereign's already
vulnerable fiscal and external profiles, as well as the potential
for a weaker-than-expected economic recovery.

Moody's credit rating for Dominican Republic was last set at Ba3
with stable outlook (July 2017). Fitch's credit rating for
Dominican Republic was last reported at BB- with negative outlook
(May 8, 2020).

[*] DOMINICAN REPUBLIC: Signs Pact to Expand Agro Products Export
-----------------------------------------------------------------
Dominican Today reports that the Ministry of Agriculture, Dominican
Agricultural Supply Markets (Mercadom), the Dominican Postal
Institute (Inposdom), ProDominicana and the Santo Domingo Cyber
Park signed an agreement to launch a technological platform that
will contribute to expand the exportable supply of agro products
produced in the country.

The inter-institutional alliance was initialed by the chief of
staff; Fredy Fernandez, representing the Minister of Agriculture,
Limber Cruz; Socrates Diaz, administrator of Mercadom; the
technical deputy director of Inposdom, Fernando Arturo Ramirez;
representing the executive director of ProDominicana, Biviana
Riveiro, the legal consultant, Arnaldo Randelli; and Katherine
Martinez, representing the President of the Cybernetic Park, Eddy
Martinez, according to Dominican Today.

The head of the cabinet of Agro stressed that with the creation of
the technological platform, all the authorities involved in this
project will also be trained to have a record of producers and
exporter, the report notes.  "At the same time food products can be
supplied with them and with other industrialists in the country,"
the report relays.

                    About Dominican Republic

The Dominican Republic is a Caribbean nation that shares the island
of Hispaniola with Haiti to the west. Capital city Santo Domingo
has Spanish landmarks like the Gothic Catedral Primada de America
dating back 5 centuries in its Zona Colonial district. Luis Rodolfo
Abinader Corona is the current president of the nation.

The Troubled Company Reporter-Latin America reported in April 2019
that the Dominican Today related that Juan Del Rosario of the UASD
Economic Faculty cited a current economic slowdown for the
Dominican Republic and cautioned that if the trend continues,
growth would reach only 4% by 2023. Mr. Del Rosario said that if
that happens, "we'll face difficulties in meeting international
commitments."

An ongoing concern in the Dominican Republic is the inability of
participants in the electricity sector to establish financial
viability for the system.

Fitch Ratings on Jan. 18, assigned a 'BB-' rating to Dominican
Republic's USD1.5 billion 5.3% notes due Jan. 21, 2041.
Concurrently, the Dominican Republic reopened its 2030 4.5% notes
for an additional USD1.0 billion, which Fitch rates 'BB-', raising
the total outstanding amount of the 2030 notes to USD2.0 billion.

Standard & Poor's, on December 4, 2020, affirmed its 'BB-'
long-term foreign and local currency sovereign credit ratings on
the Dominican Republic. The outlook remains negative. S&P also
affirmed its 'B' short-term sovereign credit ratings. The negative
outlook reflects S&P's view that it could lower the ratings on the
Dominican Republic over the next six to 18 months, given the severe
impact of the COVID-19 pandemic on the sovereign's already
vulnerable fiscal and external profiles, as well as the potential
for a weaker-than-expected economic recovery.

Moody's credit rating for Dominican Republic was last set at Ba3
with stable outlook (July 2017). Fitch's credit rating for
Dominican Republic was last reported at BB- with negative outlook
(May 8, 2020).



=====================
E L   S A L V A D O R
=====================

AES EL SALVADOR: Fitch Alters Outlook on 'B-' IDRs to Stable
------------------------------------------------------------
Fitch Ratings has affirmed AES El Salvador Trust II's (AESL)
Foreign- and Local-Currency Issuer Default Ratings (IDRs) at 'B-'
and AESL's senior unsecured notes due 2023 at 'B-'/'RR4'. The
Rating Outlooks on the Foreign- and Local-Currency IDRs were
revised to Stable from Negative.

The Stable Outlook reflects the increased stability of subsidy
payments from the Salvadoran government over the past few years, as
well as the firm's decreasing reliance on subsidies for cash flow
generation.

A government relief program for electricity end users announced in
2020 during the pandemic, temporarily pressured the company's
liquidity. However, the impact was minor, and the company reports
that collections have normalized as of early 2021. The relief
program allowed end users consuming 250KWh per month or less to
delay electricity payments during March, April and May 2020.

In 2020, AESL received about USD50 million in subsidy payments from
the government, equivalent to approximately 53% of the year's
estimated EBITDA of USD94.8 million. That dependence on sovereign
transfers exposes the company to risks from El Salvador's
creditworthiness and payment ability.

KEY RATING DRIVERS

Exposure to Government Subsidies: Fitch estimates that subsidies
from the Salvadoran government will account for roughly half of
AESL's EBITDA going forward, underscoring the importance of
government transfers to the company's cash flow. Over the past
several years, however, AESL's dependence on subsidies has fallen,
as the government has pared back such support measures. As of
August 2018, the government subsidizes USD5 per month for users
consuming a monthly average of up to 105KWh over a six-month
period, which the company believes equates to roughly USD50 million
annually.

Leverage to Moderate Over Time: AESL will have ample leverage
headroom going forward, as the pandemic eases and economic activity
in El Salvador rebounds. AESL's total debt with equity
credit/EBITDA is estimated at 3.8x for 2021, falling to 3.5x in
2022 and 2023, even as the next tariff review going into effect in
2023 is expected to moderately impact revenues.

Political Uncertainty Lingers Surrounding Subsidies: President
Nayib Bukele's government has suggested that subsidies will be up
for review, although no details of a proposed change to the current
system have been forthcoming. Given their size relative to AESL's
EBITDA, continued timely subsidy payments are important for the
company's liquidity and working capital, and that electricity
subsidies could be targeted in the future, should the government's
finances become strained.

Strong Market Position: While the company's distribution service
territories are non-exclusive, the risk of new competition is low,
given that significant economies of scale make it inefficient for
more than one distribution company to operate in any particular
geographic area. AESL's four companies combine to serve almost 1.5
million clients, or nearly 80% of the market, and provided over 70%
of energy distributed in 2020, up from 60% in 2014. AESL's customer
base has consistently grown at an average rate of around 2% per
year in recent years. Due to AESL's extensive asset base, territory
and number of clients, Fitch considers the company's market
position strong.

Rising Losses and Reduction Efforts: Energy losses have exhibited a
slightly upward trend over the past several years, largely driven
by non-technical losses, as the country continues to grapple with
high crime and instability. Total losses in 2020 were 10.96%, up
from 10.89% the year prior. Fitch estimates that under 2% of total
energy costs are losses absorbed by AESL, and that a 1% change in
losses equates to about a USD5.5 million change in energy margin,
depending on prevailing energy prices. The rating case assumes
losses will fall to 10.35% by 2023, due to AESL's investment in new
technology and community outreach efforts.

Low Business Risk Profile: As an electricity distribution company,
AESL is allowed to pass on to end users, or the government in the
form of subsidies, the full cost of energy purchased, thereby
limiting its commodity price exposure. The company's gross margin
is determined by the regulator every five years and adjusts year to
year, depending on factors such as growth in user base and
consumption, as well as local inflation. The current tariff period
lasts until the end of 2022. While its concession is non-exclusive,
the capital-intensive nature of its business is inherently
monopolistic and limits competition. These factors add to AESL's
cash flow stability and low business risk.

DERIVATION SUMMARY

AESL benefits from EBITDA margins in line with its regional peers
Energuate Trust (BB-/Stable) and Elektra Noreste S.A. (BBB/Stable),
as well as comparatively better rates of technical and
non-technical losses. AESL also presents strong financial metrics
relative to its rating category, with gross leverage of 3.4x at YE
2019 and interest coverage of 3.8x. Comparatively, Elektra reported
leverage of 3.1x and coverage of 6.2x, while Energuate reported
3.5x leverage and 4.5x coverage for the same period.

AESL's rating is principally constrained by its exposure to the
Salvadoran government (B-/Negative) in the form of subsidy
receipts. Historically, the company has faced cash flow volatility
stemming from delayed government payments. In 2017, this dynamic
reached critical levels following the government's restricted
default on local pension obligations, with AESL accumulating more
than 10 months of arrears in subsidies. Budgetary amendments have
subsequently improved the government's payment schedule on these
obligations, and AESL says the government has not failed to make a
payment on time since 2017. Nonetheless, the country's weak
operating environment and AESL's direct exposure to government cash
flows will continue to limit its rating to the sovereign.

KEY ASSUMPTIONS

-- Revenue trajectory will fall 2% in 2023 following the
    implementation of a new tariff agreement;

-- Customer growth will continue at the rate of GDP growth;

-- Energy losses will fall by approximately 0.5 percentage points
    by 2023;

-- WTI and natural gas prices to follow Fitch price deck.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to positive
rating action/upgrade:

-- Sustainable independence from government funding;

-- Positive sovereign rating action.

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

-- Increased credit risk associated with the government that
    could affect its ability to pay energy subsidies;

-- Further political or regulatory intervention that negatively
    affects the company's financial performance;

-- Sustained total debt to EBITDA of 5.5x or above.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.

LIQUIDITY AND DEBT STRUCTURE

Collections Normalize With Economic Reopening: As of Sept. 30,
2020, AESL held approximately USD37.9 million in cash and close to
USD28 million available on its lines of credit, with no significant
debt payments due until the maturity of the company's USD310
million bond in 2023. The company faced some cash pressures last
year due to a government relief program that allowed customers to
defer electricity payments from March until May 2020. However,
following the government's decision to reopen most of the economy
last June, collections have largely normalized, with AESL
projecting most deferred payments will be paid off in this year's
first quarter. Meanwhile, the company says the government continued
to make timely subsidy payments throughout the pandemic.

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.



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

TRANSJAMAICAN HIGHWAY: Losses Revised to US$1.8 Million
-------------------------------------------------------
RJR News reports that TransJamaican Highway's losses for 2020 have
been adjusted downwards in its audited financial statements which
were published March 29.

Losses were revised to US$1.8 million, according to RJR News. It
was previously reported at US$2.6 million.

TransJamaican Highway made an US$8.3 million profit in the previous
year, the report discloses.

Revenue from toll rates in 2020 declined from US$53.2 million to
US$45.3 million, the report relays.

The highway operator was affected by COVID-19 restrictions which
had a ripple effect on traffic, the report adds.

As reported in the Troubled Company Reporter-Latin America reported
on February 3, 2021, Fitch Ratings affirmed the 'BB-' rating of
TransJamaican Highway Limited's (TJH) senior secured notes. The
Rating Outlook is Stable.

S&P Global Ratings revised the outlook on Transjamaican Highway to
negative from stable, and affirmed its 'B+' notes rating last June
11, 2020.



=======
P E R U
=======

PERU: To Promote Investment in Electric Mobility w/ $20MM IDB Loan
-------------------------------------------------------------------
Peru will encourage private sector investments in sustainable
electric transport solutions with help from a $20 million loan
approved by the Inter-American Development Bank (IDB).

The program will contribute to reduce fossil fuel consumption and
greenhouse gases emissions through the promotion of low-carbon
transportation solutions. To this end, it will offer concessional
resources from the Clean Technology Fund (CTF) as well as IDB's own
resources to provide long-term financing for the purchase of
electric vehicles. The operation also includes a gender inclusion
focus aimed at promoting the participation of women entrepreneurs
in the public transportation vehicles and charge infrastructure
sectors.

The program will provide long-term credit through individual
sub-loans to finance electric vehicle projects that will result in
the migration to EV technology. These credits will be delivered
through the Corporación Financiera de Desarrollo (COFIDE, the
Financial Corporation for Development), which is the national
development bank that aims to promote productive activities in
Peru.

The resources will be delivered to final beneficiaries through
accredited financial institutions. Financing will be made available
to eligible projects, and may or may not include investments other
than the vehicle itself, such as charging infrastructure. Potential
borrowers shall not only prove their investments are financially
sustainable, but they must be technically, institutionally,
environmentally and legally viable as well, as per IDB standard
practice and operational policies.

The program seeks to replace internal combustion engine vehicles
with electric vehicles, particularly in the public transportation
sector (mainly buses, taxis, and three-wheeled moto-taxis). It will
also cover battery charging stations, preferably renewable-energy
powered ones, and provide holistic support, addressing supply and
demand of clean electricity in the domestic market.  

Electric vehicles have emerged as a technology with potential to
contribute to decarbonizing and lowering pollution in the transport
sector, as well as increasing energy efficiency and thus
productivity.  The main benefit of EVs –compared to internal
combustion engine vehicles– is that they are more energy
efficient and do not directly generate greenhouse gas emissions
from the burning of fossil fuels, effectively contributing to meet
Peru's Nationally Determined Contributions (NDCs). In addition,
these vehicles do not produce polluting gases that affect people's
health.

The IDB loan consists of a $10.5 million tranche from the Bank's
ordinary capital for a 20.5-year term, with a 6.5-year period of
grace and interest rate based on LIBOR. The $9.5 million tranche
from the Clean Technology Fund will have a 20-year term and a
10.5-year grace period.



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

ORGANIC POWER: Seeks to Hire Fuentes Law Offices as Legal Counsel
-----------------------------------------------------------------
Organic Power, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Puerto Rico to employ Fuentes Law Offices, LLC
to handle its Chapter 11 case.

Fuentes Law Offices will be paid at the rate of $250 per hour and
a
retainer of 20,000.  The firm will also be reimbursed for
out-of-pocket expenses incurred.

Alexis Fuentes-Hernandez, Esq., a partner at Fuentes Law Offices,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy
Code.

The firm can be reached at:

     Alexis Fuentes-Hernandez, Esq.
     Fuentes Law Offices, LLC
     P.O. Box 9022726
     San Juan, PR 00902-2726
     Tel: (787) 722-5215
     Email: alex@fuentes-law.com

                       About Organic Power

Organic Power offers food processing companies, restaurants,
pharmaceuticals and retail outlets an alternative to landfill
disposal -- a low cost and environmentally friendly recycling
option.  Visit https://prrenewables.com

Organic Power sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D.P.R. Case No. 21-00834) on March 17, 2021.  Miguel
E. Perez, president, signed the petition.  In its petition, the
Debtor disclosed assets of between $10 million and $50 million and
liabilities of the same range.

Judge Edward A. Godoy oversees the case.

Godreau & Gonzalez Law is the Debtor's legal counsel.



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

CITGO PETROLEUM: Fitch Alters Outlook on 'B' LT IDR to Stable
-------------------------------------------------------------
Fitch Ratings affirmed the Long-Term Issuer Default Rating (IDR) of
CITGO Petroleum (Opco) at 'B' and CITGO Holding (Holdco) at 'CCC+',
Opco's senior secured term loans, notes, and industrial revenue
bonds at 'BB'/'RR1', and Holdco's senior secured term loans and
bonds at 'B+'/'RR1'. Fitch withdrew the ratings on Opco's $650
million July 2021 term loan, which was repaid earlier. The Rating
Outlook was revised to Stable from Negative.

The Outlook revision reflects CITGO's improved liquidity and
maturity wall along with signs that the pandemic recovery will
continue to accelerate.

CITGO's ratings are supported by the quality of its refining
assets, modest capex requirements, improved liquidity, favorable
impact of recent refinancing activity, and a recovering
macroeconomic environment for refiners.

Rating concerns include operational risks from U.S. sanctions;
heightened contagion effects associated with CITGO's ownership by
PDVSA; and potential structural changes to working from home and
business travel trends that could impact long-term transport
demand.

The Ratings for Opco's $650 million July 2021 term loan was
withdrawn as it was repaid earlier.

KEY RATING DRIVERS

Improved Liquidity: In 4Q20, Opco's liquidity increased to $1.264
billion from $971 million, largely due to its reinstated $250
million A/R Securitization facility. Cash also rose to $1,014
million, helped by reduced inventory levels needed in a lower
demand environment. An additional $550 million in cash tax refunds
from the CARES Act is anticipated around 2Q21. Fitch believes CITGO
has adequate liquidity to get through a prolonged downturn in
2021.

Recovery Gains Steam: Fitch expects the downstream recovery will
strengthen in 2H21 driven by increased U.S. vaccination rates, the
passage of a $1.9 trillion U.S. stimulus package, and the release
of pent-up leisure and holiday travel demand. Core refined product
demand continues to recover, with both gasoline and distillate
having made up most of the declines seen since the pandemic lows.
Crack spreads are showing strength heading into the driving season,
and TSA checkpoint numbers for travellers have also trended
higher.

Other factors could slow the return to complete pre-pandemic demand
levels, including a lagging vaccine rollout in Europe, weakness in
international travel, and potential changes to working from home
and business travel trends.

Pandemic Hits Credit Metrics: Pandemic conditions and
hurricane-related downtime at its largest refinery, Lake Charles,
resulted in record low 2020 results. As calculated by Fitch, Opco's
EBITDA declined to -$587 million, versus positive $1.05 billion the
year prior. CITGO saw extensive planned maintenance, with Lake
Charles incurring an additional six weeks of downtime due to
hurricane activity. As a higher complexity refiner, CITGO has also
been unfavorably impacted by tighter light-heavy crude
differentials, driven by OPEC curtailments, and increased
competition from Asian refiners for heavy sour barrels in the
gulf.

Change of Control Risks: The financial weakness of CITGO's indirect
parent PDVSA, which is owned by the government of Venezuela, means
there are multiple paths that could trigger change of control
clauses and a forced refinancing in CITGO's debt. These include
creditor lawsuits against PDVSA and affiliates seeking to obtain
judgements for litigation/arbitration awards in U.S. courts,
actions by PDVSA's secured exchange note holders to collect on
pledge of 50.1% of CITGO Holding's capital stock; and any future
actions by OFAC to allow such a share sale to proceed.

CITGO's notes contain a two-part test (less than majority ownership
by PDVSA and a failure by rating agencies to affirm ratings within
90 days). Fitch also believes its credit profile would likely
improve under different ownership. These factors should limit
bondholder incentives to tender if change of control was
triggered.

Nonetheless, this risk remains a key overhang on the credit. All of
CITGO's drawn debt contains this double trigger.

Access to Capital: The legacy effects of PDVSA ownership, including
change of control risks, as well as the impact of various Office of
Foreign Assets Control (OFAC) sanctions on entities doing business
with Venezuela, are also an overhang for the company in terms of
capital market access. In 2019, CITGO had to replace revolver
liquidity with a drawn term loan, given bank concerns about OFAC
sanctions against Venezuelan entities. Fitch believes CITGO has
access to a capital pool that is narrow but deep.

Covenant Waiver: At the end of 2020, Opco received a waiver to
increase its net debt-to-capitalization ratio from 60% to 70%,
effective until Q1 of 2022. The waiver creates additional headroom
if the downturn is prolonged. The company didn't apply for a waiver
for covenants governing distributions to CITGO Holdco (positive
dividend basket, maximum net debt to cap of 55% and minimum $500
million in liquidity pro forma post distribution). Holdco has
enough liquidity to service its debt without additional dividends
from Opco until at least July 2022, but this could become an issue
thereafter if market conditions are weak. The dividend basket at
the end of Q420 was -$81 million, and CITGO would need to earn its
way back to positive basket before re-starting distributions.

Parent-Subsidiary Linkage: Fitch rates the IDR of Holdco two
notches below that of its stronger subsidiary, Opco. The notching
stems from the significant legal and structural separations between
the two, primarily the strong covenant protections for Opco's debt,
which limits the ability of the direct parent to dilute its credit
quality. Key covenants include limitations on guarantees to
affiliates, restrictions on dividends, asset sales and restrictions
on the incurrence of additional indebtedness. Opco does not
guarantee Holdco debt and a Holdco default does not cross default
Opco.

Holdco: The ratings for Holdco reflect its structural subordination
to Opco and its reliance on Opco to provide dividends to cover its
significant debt service requirements. Dividends from Opco provide
the majority of debt service capacity at Holdco and are driven by
refining economics and the restricted payments basket. Holdco's
pledged security includes approximately $40 million-$50 million in
run-rate EBITDA from midstream assets available for interest
payments. These logistics assets are pledged as collateral under
the Holdco debt package.

DERIVATION SUMMARY

At 769,000 bpd day of crude refining capacity, CITGO is smaller
than peer refiners such as Marathon Petroleum Corporation
(BBB/Negative) at 2.9 million bpd, Valero Energy Corporation
(BBB/Negative) at 2.6 million bpd, and PBF Holding (B+/Negative)
at
1.04 million bpd. However, it is larger than HollyFrontier
Corporation (BBB-/Negative) at 405,000 bpd and CVR Refining
(BB-/Negative) at 206,500 bpd.

CITGO lacks the earnings diversification from ancillary businesses
seen at a number of peers in areas such as logistics master limited
partnerships, chemicals, renewables or retail. However, CITGO's
core refining asset profile is strong and relatively flexible,
given the high complexity of its refineries, which allows it to
process a large amount of discounted heavy and light shale crudes.

Crude differentials have been compressed in the pandemic-led
downturn, particularly light-heavy spreads, which have been a key
support for CITGO.

Legacy PDVSA ownership and related capital markets access issues
remain a key overhang on the issuer despite its relatively good
asset profile.

KEY ASSUMPTIONS

-- West Texas Intermediate (WTI) oil prices of $55/bbl in 2021,
    and $50/bbl thereafter;

-- Refinery throughput recovers from a pandemic low of 638,000
    bpd in 2020 to 684,000 bpd in 2021, 736,000 bpd in 2022 and
    780,000 bpd in 2023;

-- Cash operating expenses/bbl decline from $6.24/bbl in 2020 to
    $5.40/bbl in 2021, $5.18/bbl in 2022, and $5.13/bbl in 2023 in
    line with rising throughput volumes;

-- CARES cash tax refund of received in 2021, improving
    liquidity;

-- Capex of $280 million in 2021 stepped up across the forecast
    as conditions normalize and flexibility to make moderate
    strategic investments increases;

-- Company resumes dividends up to Holdco beginning in 2022.

KEY RECOVERY RATING ASSUMPTIONS

The recovery analysis assumes that CITGO Corporation would be
reorganized as a going-concern in bankruptcy rather than
liquidated.

Fitch has assumed a 10% administrative claim.

Going-Concern (GC) Approach

The GC EBITDA estimate of $975 million reflects Fitch's view of a
sustainable, post-reorganization EBITDA level upon which Fitch
bases the enterprise valuation (EV). This value is moderately lower
than the previous GC estimate and reflects the industry's move from
current trough conditions to low midcycle conditions, with somewhat
narrower crude spreads assumed due to structural changes in the
market.

An EV multiple of 5.0x was applied to the GC EBITDA to calculate a
post-reorganization EV of $4.875 billion. This is below the median
5.7x exit multiple for energy in Fitch's Energy, Power and
Commodities Bankruptcy Enterprise Value and Creditor Recoveries
(Fitch Case Studies - August 2020), but above the multiple for the
only refining-related bankruptcy contained in that study,
Philadelphia Energy Solutions. It is also higher than the multiple
used for HY refining peer PBF Holdings (3.75x), given PBF's weaker
asset profile, as evidenced by its need to idle portions of its
East Coast refining system during the pandemic.

Liquidation Approach

The liquidation estimate reflects Fitch's view of the value of
balance sheet assets that can be realized in sale or liquidation
processes conducted during a bankruptcy or insolvency proceeding
and distributed to creditors.

For liquidation value, Fitch used an 80% advance rate for the
company's inventories since crude and refined products are
standardized and easily re-sellable in a liquid market to peer
refiners, traders or wholesalers. Fitch also assigned relatively
light discounts to CITGO's net PP&E, based on historical refining
transactions. In conjunction with A/R, these items summed to a
total liquidation value of $3.85 billion.

The maximum of these two approaches was the going concern approach
of $4.875 billion.

A standard waterfall approach was then applied. Subtracting 10% for
administrative claims resulted in an adjusted EV of $4.39 billion,
which resulted in a three-notch recovery (RR1) for all of CITGO
Petroleum's secured instruments (including the new notes), which
are pari passu.

A residual value of approximately $1.43 billion remained after this
exercise. This was applied in a second waterfall at CITGO Holdco,
whose debt is subordinated to that of Opco. The $1.43 billion was
added to approximately $360 million in going concern value
associated with the Midstream assets ($45 million in assumed
run-rate midstream using an 8x multiple), as well as $196 million
in restricted cash, most of which was escrowed in a debt service
reserve account for the benefit of secured Holdco debt. This
resulted in total initial value at Holdco of approximately $1.99
billion. No administrative claims were deducted in the second
waterfall. Holdco secured debt also recovered at the 'RR1' level.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to positive
rating action/upgrade:

CITGO Petroleum:

-- Improved market access;

-- Reduced overhang associated with legacy PDVSA ownership
    issues;

-- Mid-cycle debt/EBITDA below 3.0x

-- Mid-cycle FFO leverage below approximately 4.0x.

CITGO Holding:

-- Improved market access;

-- Reduced overhang associated with legacy PDVSA ownership
    issues;

-- Alleviation of restrictions on R/P basket or otherwise
    increased ability to make dividends to Holdco;

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

CITGO Petroleum:

-- Deterioration in liquidity/market access;

-- Mid-cycle debt/EBITDA above 4.0x

-- Mid-cycle FFO leverage above approximately 5.5x;

-- Weakening or elimination of key covenant protections in the
    CITGO senior secured debt documents.

CITGO Holding:

-- Deterioration in market access

-- Sustained inability of Holdco to receive dividends due to R/P
    basket restrictions;

-- Weakening or elimination of key covenant protections in CITGO
    Holding senior secured debt documents.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.

LIQUIDITY AND DEBT STRUCTURE

Liquidity Improving: At YE 2020, Opco's liquidity increased to
$1.264 billion vs. $971 million at Q3. The largest source of the
increase was the company's newly reinstated $250 million A/R
Securitization facility (undrawn at Q4), however cash also rose
modestly to $1,014 million, helped by improved working capital. The
majority of OpCo's cash is from proceeds of a $1.2 billion term
loan, which was issued in 2019 as replacement liquidity for a
terminated senior secured revolver. Opco's liquidity is set to
further improve around Q2, as the company is expected to receive an
additional $550 million in tax refunds on a consolidated basis from
the CARES Act.

Holdco Liquidity Adequate: Liquidity at the Holdco level was also
adequate, and included cash available to Holdco of $118 million, as
well as approximately $200 million in restricted cash mostly
associated with the debt service reserve account to meet Holdco
debt payments, and FCF from midstream assets dedicated to Holdco.
While Opco is unable to distribute money to Holdco until it earns
its way back from losses in its dividend basket (-$81 million as of
YE 2020), the company estimates it has adequate liquidity to
service Holdco debt until July 2022.


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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 2021.  All rights reserved.  ISSN 1529-2746.

This material is copyrighted and any commercial use, resale or
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