/raid1/www/Hosts/bankrupt/TCRLA

/raid1/www/Hosts/bankrupt/TCRLA_Public/210825.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, August 25, 2021, Vol. 22, No. 164 Headlines A R G E N T I N A COMPANIA DE TRANSPORTE: S&P Ups Ratings to 'CCC+', Off Watch Pos. B A R B A D O S BARBADOS: Records Largest Economic Decline During 1st Wave of COVID B E R M U D A BERMUDA AVIATION: Loses $3 Million in Two Years B R A Z I L SAMARCO MINERACAO: Prosecutors Seek to Force Vale, BHP to Pay Debt [*] Aryzta Sells Brazilian Subsidiaries to Grupo Bimbo C H I L E LATAM AIRLINES: Glenn Agre Represents Shareholders C O L O M B I A AGENCIA DISTRITAL: Fitch Affirms 'BB' LT IDRs, Outlook Stable M E X I C O GRUPO AEROMEXICO: Seeks to Employ KPMG Cardenas as Auditor P U E R T O R I C O ORGANIC POWER: Disclosure Statement Hearing Slated for October 13 PUERTO RICO AQUEDUCT: Gets Lower Refunding Yields - - - - - ================= A R G E N T I N A ================= COMPANIA DE TRANSPORTE: S&P Ups Ratings to 'CCC+', Off Watch Pos. ----------------------------------------------------------------- On Aug. 23, 2021, S&P Global Ratings raised its ratings on Argentina-based transmission company Compania de Transporte de Energia Electrica en Alta Tension Transener (Transener) to 'CCC+' from 'CCC-' and removed them from CreditWatch with positive implications. The outlook is negative, reflecting the potential deterioration of Transener's credit quality due to uncertainties over business conditions in Argentina over the next six months without the approval of a formal tariff adjustment regime or any informal compensation mechanism. After the implementation of the central bank's regulation on Sept. 18, 2020, Transener looked forward to establishing a debt repayment plan. The company was able to maintain a strong cash position that covered the total debt. On Aug. 17, 2021, Transener repaid its $86 million bullet bond, improving its capital structure. After repaying its $86 million bond on Aug. 17, 2021, the company eliminated refinancing risks amid FX access restrictions and improved its capital structure. The company now has a significantly lower debt stock and marginal maturities in the upcoming three years. Although the company used a large portion of its cash for the repayment, its liquidity was strengthened following the July 2021 disbursement of a ARS1 billion working capital loan from Banco de la Nacion Argentina (not rated). As a result, Transener has only the domestic-currency denominated debt, and consequently it has no exposure to currency mismatch, which S&P views as a credit positive. The 'CCC+' ratings reflect that Transener still operates in uncertain business conditions in Argentina, which include high inflation, depressed economic activity, limited access to refinancing, and lack of transparency and stability of the regulatory framework. S&P said, "More precisely, the uncertain regulatory framework continues to undermine the company's cash flow predictability, and we're currently not applying any pass-through of inflation costs to rate increases starting in 2021, because we view them as discretional. In January 2021, the government announced that the electricity market regulator (ENRE) started the rate adjustment process to establish a "Transitional Tariff Regime" until a final Integral Tariff Regime (RTI) is met. Although we believe this is a first step for renegotiating tariffs, the company hasn't received any approvals for the rate increase, and we're still uncertain over the timing and magnitude of the adjustment. Therefore, these factors could severely erode Transener's credit quality over the next six months." =============== B A R B A D O S =============== BARBADOS: Records Largest Economic Decline During 1st Wave of COVID ------------------------------------------------------------------- RJR News reports that the senior economic advisor to the Barbados government says the first wave of the COVID-19 pandemic resulted in the local economy collapsing by almost 18 per cent with at least $2 billion in economic activity being lost, the largest decline in the country's economic history. Dr. Kevin Greenidge says a second outbreak of the virus, last December, which led to a shutdown in February this year, saw a further decline in economic activity by more than 20 per cent or another BDS$500 million lost in one quarter, according to RJR News. Dr. Greenidge says, due to work done previously to stabilise the economy, Barbados was able to survive the first COVID-19 outbreak and provide unemployment benefits and support for the vulnerable, the report relays. He says the country cannot handle a second shutdown and a quick solution must be found to keep COVID levels down to allow for a turnaround in the economic fortunes of the country, the report adds. As reported in the Troubled Company Reporter-Latin America on July 18, 2021, Moody's Investors Service affirmed the Government of Barbados' Caa1 issuer ratings and withdrew the Caa3 senior unsecured bond rating. The outlook remains stable. The key drivers behind the rating decision are (1) fiscal risks have not materially increased despite the severity of the pandemic shock; (2) structural reforms to support medium-term growth prospects and fiscal sustainability; and (3) increased level of foreign exchange reserves supports Barbados' external position. ============= B E R M U D A ============= BERMUDA AVIATION: Loses $3 Million in Two Years ----------------------------------------------- Bermuda Aviation Services Limited and its subsidiaries have reported a total comprehensive loss of $1.1 million for the year ended March 31, 2021, compared to a comprehensive loss of $1.9 million in the prior year. In a filing with the Bermuda Stock Exchange, the company said the main contributors to the comprehensive loss are impairment loss on goodwill and the impairment of non-financial assets. In July 2020, the company said it sold 100 per cent of its ownership in CCS as part of its strategic decision to focus on the company's core businesses of facilities management and automotive services. Revenues from continuing operations were $12.5 million for the year, which is a decrease of $3 million over prior year. Total cost of revenue was $4.6 million, a decrease of $1.9 million; resulting in a gross margin of $7.9 million compared to $9 million in the prior year. The company said it has now reduced its bank loan by $3 million, which included a one-time payment of $2.25 million during the year from the proceeds of the CCS sale and an additional $400,000 of interest in the year. This has strengthened the company's consolidated statement of financial position and reduced longer term cost of interest payments, it said. Total operating expenses from continuing operations decreased by $1.8 million year-over-year. Management's efforts to reduce operating expenses have been realized through all expense categories, the company said. Total operating income for the group is $1.5 million for the current year compared to prior year, which was $900,000. The group has been focusing on new revenue opportunities while realising operating efficiencies through improvements in internal processes and margin management. The company said it did not declare or pay dividends during the fiscal year ended March 31as the board of directors continues to consider it prudent to suspend dividend payments while the company executes its strategic plan and strengthens the financial position of the group, including the significant reduction in borrowing. The company said the outbreak of Covid-19 has heightened the cleaning standards and sanitization requirements for commercial office spaces. Clients have made additional requests to clean and disinfect all commonly-used areas, offices and facilities to mitigate risk in connection with the virus. As a result, the company said BAS FM is experiencing new growth opportunities through BAS FM's facilities management and cleaning services. Automotive services continue to make a positive contribution to the results of the group despite the current economic climate. The company said it is continuing to closely monitor operations and remains change-agile as the needs of customers continue to evolve such that it is positioned to respond accordingly. BAS Group said it is a holding company with multiple subsidiaries providing a myriad of services that are distinct in nature but are also strategically complementary and synergistic. Companies in the group include: BAS-FM, Otis, Weir Enterprises and Eastbourne Properties Limited. =========== B R A Z I L =========== SAMARCO MINERACAO: Prosecutors Seek to Force Vale, BHP to Pay Debt ------------------------------------------------------------------ Carolina Mandl and Marta Nogueira, writing for Reuters, report that Brazilian prosecutors asked a bankruptcy court to compel miners Vale SA and BHP Group Ltd to fully pay off their Samarco joint venture's 50.7 billion reais ($9.47 billion) debt, according to a court document reviewed by Reuters. Samarco filed for bankruptcy protection in April as it struggled to restructure its debt, which it stopped servicing after a dam burst at a mine in 2015, killing 19 people, releasing a giant torrent of sludge and halting production, the report recalls. Prosecutors consider Samarco's co-owners to be responsible for the disaster and are seeking a restraining order that would oblige them to cover its debt, according to the document, the report relays. The prosecutors said both controlling shareholders used Samarco to obtain immediate gains amid an iron-ore price boom, which they say precipitated the dam's collapse, the report notes. "They chose to put at risk the lives of people who lived and worked there, as well as the environment, causing tragic consequences and incalculable damages," they wrote, notes the report. Vale said in a securities filing it was surprised by the prosecutors' request, the report discloses. "The request attacks the clear letter of the agreements signed between the parties, to which the MPMG (prosecutors from Minas Gerais state) is a signatory, in addition to threatening the ongoing discussions and efforts to renegotiate the reparation measures for damage resulting from the Fundao dam collapse," the company said, the report relays. BHP said in a statement that the bankruptcy protection request was the best solution it found to allow Samarco to recover financially, the report adds. About Samarco Mineracao SA Samarco Mineracao SA is a Brazilian mining joint venture between BHP Group and Vale SA. erves as an iron ore processing company. The company provides blast furnace, direct reduction, sinter feed, as well as low and normal silica content pellets. On April 9, 2021, the Debtor filed a voluntary petition for judicial reorganization in the 2nd Business State Court for the Belo Horizonte District of Minas Gerais in Brazil pursuant to Brazilian Federal Law No. 11,101 of February 9, 2005. Samarco Mineracao filed for Chapter 15 bankruptcy recognition (Bankr. S.D.N.Y. Case No. 21-10754) on April 19, 2021, in New York, to seek U.S. recognition of its Brazilian proceedings. The Debtor's U.S. counsel: Thomas S. Kessler Cleary Gottlieb Steen & Hamilton LLP Tel: 212-225-2000 E-mail: tkessler@cgsh.com [*] Aryzta Sells Brazilian Subsidiaries to Grupo Bimbo ------------------------------------------------------ Charlie Taylor at Irish Times reports that Swiss-Irish food group Aryzta has agreed a new EUR500 million revolving credit facility with three banks and has announced the disposal of its Brazilian businesses. No financial details have been disclosed on the sale of the Brazilian subsidiaries to Grupo Bimbo SAB de CV, according to Irish Times. The transaction is expected to close shortly. Aryzta said the new credit facility, which is expected to be used by early October, is underwritten by Credit Suisse, Rabobank and UBS, the report notes. It replaces the group's current EUR800 million facility, which maters in September 2022, the report relays. "The successful sale of the Brazil businesses is a further positive step in the delivery of our strategy to rebuild Arytza's leadership in bakery in Europe and Asia," said interim chief executive and chairman Urs Jordi, the report notes. "Aryzta's disposal programme since September has exceeded expectations in all regards and accelerates the group's journey to financial stability. Our focus will now centre on delivery of sustainable organic growth and achieving industry profitability and efficiency levels through our multilocal business strategy," he added, the report says. The food group was advised on the Brazil transaction by Houlihan Lokey and Alantra, PinheiroNeto and KPMG, the report discloses. Aryzta is due to issue its annual report and full-year results in early October with its annual general meeting scheduled to take place a month later, the report adds. ========= C H I L E ========= LATAM AIRLINES: Glenn Agre Represents Shareholders -------------------------------------------------- In the Chapter 11 cases of LATAM Airlines Group S.A., et al., the law firm of Glenn Agre Bergman & Fuentes LLP submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that it is representing the Ad Hoc Committee of Shareholders. On or around May 19, 2021, certain additional members have joined the Ad Hoc Committee of Shareholders in connection with the Chapter 11 cases. From time to time thereafter, certain additional members have joined the Ad Hoc Committee of Shareholders. Glenn Agre represents the Ad Hoc Committee of Shareholders and does not represent or purport to represent (i) any of the members of the Ad Hoc Committee of Shareholders in their individual capacity, or (ii) any entities other than the Ad Hoc Committee of Shareholders in connection with the Chapter 11 Cases. In addition, neither the Ad Hoc Committee of Shareholders nor any member thereof represents or purports to represent any other entities in connection with these cases. As of Aug. 17, 2021, members of the Ad Hoc Committee of Shareholders and their disclosable economic interests are: Number of Shares ---------------- Two Seas Global (Master) Fund LP 527,553 32 Elm Place 3rd Floor Rye, NY 10580 Whitebox Multi-Strategy Partners, LP 200,000 3033 Excelsior Blvd Suite 500 Minneapolis, MN 55416 Hampton Road Capital Management LP 109,000 1 Greenwich Plaza 3rd Floor Greenwich, CT 06830 Milestone Vimba Fund LP 154,000 3131 Campus Drive Ste 100 Plymouth, MN 55441 FourWorld Global Opportunities Fund, Ltd. 1,000,000 7 World Trade Center 46th Floor New York, NY 10007 Alta Fundamental Advisers LLC 1500 Broadway, Suite 704 283,897 New York, NY 10036 Patrick Conlin 50,000 3131 Campus Drive Ste 100 Plymouth, MN 55441 Adam Gui 100,000 1750 W Ogden #4106 Naperville, IL 60567 Kevin Barnes 58,000 4030 S. Whitehorse Road, #408 Malvern, PA 19355 Jacob Mermelstein 23,500 6156 N St Louis Chicago IL 60659 Inversiones y Servicios Toledo SPA 108,623 Prat 2495 Vallenar, Chile Francisco Selman Kerestedjian 70,684 Yerbas Buenas 11636 Lo Barnechea Santiago, Chile Inmobiliaria Selman S.A. 30,000 Yerbas Buenas 11636 Lo Barnechea Santiago, Chile Andres Altamirano Medina 24,908 Camino Mirasol 1459 Casa A Las Condes, Santiago, Chile Jaime Duran Lopez 34,000 Los Naranjos 18410, Maipu Santiago, Chile Patricio Araneda 6,050 Suarez Mujica 2224 Aurora, Santiago, Chile Rene Aravena Vega 522 Calle Huelen 154 Departamento 21 Providencia, Santiago Chile Inversiones Inmobiliarias y 229,000 Asesorias Giraq LTDA Carlos Ossandon 391-A Comunidad Los Almendros De La Reina, Santiago, Chile Inversiones Inmobiliarias y Asesorias Gabykar LTDA 71,909 San Alfonso 83 San Bernardo, Santiago, Chile Jaime De La Hoz 7,614 San Alfonso 83 San Bernardo, Santiago, Chile Juan Pablo Prado Etcheverry 23,294 Avenida Doce 193 San Jose De Maipo, Chile Hugo Toledo Gonzales 15,000 La Serena Golf Casa 404 La Serena, Chile Mermelstein Investment Partners 337,116 6500 N Hamlin Lincolnwood, IL 60712 Joel Mermelstein 9,250 6500 N Hamlin Lincolnwood, IL 60712 Daniel Mermelstein Remainder Trust 20,000 3322 W. Arthur Avenue Lincolnwood, IL 60712 Daniel & Ayelet Mermelstein 2,000 3322 W. Arthur Avenue Lincolnwood, IL 60712 Joshua Mermelstein 8,900 6500 N Hamlin Lincolnwood, IL 60712 Judith Aryeh 600 6500 N Hamlin Lincolnwood, IL 60712 Counsel to the Ad Hoc Committee of Shareholders can be reached at: Andrew K. Glenn, Esq. Shai Schmidt, Esq. Rich Ramirez, Esq. Naznen Rahman, Esq. GLENN AGRE BERGMAN & FUENTES LLP 55 Hudson Yards 20th Floor New York, NY 10001 Telephone: (212) 358-5600 Email: aglenn@glennagre.com sschmidt@glennagre.com rramirez@glennagre.com nrahman@glennagre.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/3y65Eoe About LATAM Airlines Group LATAM Airlines Group S.A. -- http://www.latam.com/-- is a pan-Latin American airline holding company involved in the transportation of passengers and cargo and operates as one unified business enterprise. It is the largest passenger airline in South America. Before the onset of the COVID-19 pandemic, LATAM offered passenger transport services to 145 different destinations in 26 countries, including domestic flights in Argentina, Brazil, Chile, Colombia, Ecuador and Peru, and international services within Latin America as well as to Europe, the United States, the Caribbean, Oceania, Asia and Africa. LATAM and its 28 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-11254) on May 25, 2020. Affiliates in Chile, Peru, Colombia, Ecuador and the United States are part of the Chapter 11 filing. The Debtors disclosed $21,087,806,000 in total assets and $17,958,629,000 in total liabilities as of Dec. 31, 2019. The Hon. James L. Garrity, Jr., is the case judge. The Debtors tapped Cleary Gottlieb Steen & Hamilton LLP as bankruptcy counsel, FTI Consulting as restructuring advisor, Lee Brock Camargo Advogados as local Brazilian litigation counsel, and Togut, Segal & Segal LLP and Claro & Cia in Chile as special counsel. The Boston Consulting Group, Inc. and The Boston Consulting Group UK LLP serve as the Debtors' strategic advisors. Prime Clerk LLC is the claims agent. The official committee of unsecured creditors formed in the case tapped Dechert LLP as its bankruptcy counsel, Klestadt Winters Jureller Southard & Stevens, LLP as conflicts counsel, UBS Securities LLC as investment banker, and Conway MacKenzie, LLC as financial advisor. Ferro Castro Neves Daltro & Gomide Advogados, is the committee's Brazilian counsel. The Ad Hoc Group of LATAM Bondholders tapped White & Case LLP as counsel. Glenn Agre Bergman & Fuentes, LLP, led by managing partner Andrew Glenn and partner Shai Schmidt, has been retained as counsel to the Ad Hoc Committee of Shareholders. =============== C O L O M B I A =============== AGENCIA DISTRITAL: Fitch Affirms 'BB' LT IDRs, Outlook Stable ------------------------------------------------------------- Fitch Ratings has affirmed Agencia Distrital de Infraestructura del Destrito de Barranquilla's (ADI) Long-Term Foreign and Local Currency Issuer Default Ratings (IDRs) at 'BB'. The Rating Outlook is Stable. In addition, Fitch has affirmed ADI's National Long-Term Rating at 'AA(col)'/Stable, and National Short-Term Rating at 'F1+(col)'. The ratings consider the application of Fitch's "Government Related Entities Criteria (GRE)". ADI has characteristics of an entity with a high level of control from its supporting government entity, the Special, Industrial and Port District of Barranquilla (District of Barranquilla, DoB), Colombia (BB/Stable). KEY RATING DRIVERS Status, Ownership and Control Assessed as Very Strong Given the districts' high participation and level of control over ADI, Fitch assigns a very strong factor for Status, Ownership and Control. The agency's main activities are led by an administrative council that includes Barranquilla's mayor and its infrastructure secretary, among others. Moreover, the agency's main programs are outlined in the district's development plan. Similar to other decentralized entities in Colombia, in the event of financial distress, ADI is subject to the Liabilities Restructuring Agreement as per Law 550 of 1999. Support Track Record Assessed as Very Strong Since its founding, ADI receives transfers from Barranquilla in order to operate and, more recently, to service its long-term debt. However, this kind of support does not imply debt guarantees at any level. Transfers are recurrent and relevant for ADI in order to operate, as its own revenues are minimal. The agency and the district have an administrative agreement, where the latter is committed to transfer revenues and non-earmarked resources to ADI. In this sense, financial support is expected to continue going forward. Socio-Political Implications of Default Assessed as Moderate ADI's main operating activities are structuring, contracting, managing and evaluating public infrastructure works in the district. As such, for the district this is not considered as relevant a sector compared to healthcare, education or social security activities. However, Barranquilla is subject to flood events, and ADI is the entity in charge of the corresponding infrastructure affected by these events. In an event of default, ADI's services would not be negatively impacted, as there are other GREs that can substitute its operations. Financial Implications of Default Assessed as Very Strong ADI registered COP1,1 billion in long-term debt at YE 2020, representing a significant amount of the district's long-term debt. Considering the agency functions as a proxy funding vehicle for Barranquilla, a default would negatively impact the district and other GREs' access to borrowing in the market. DERIVATION SUMMARY Under its GRE Criteria, Fitch classifies ADI as an entity linked to the Distrito Especial Industrial y Portuario de Barranquilla (DoB) and applies an equalized approach based on its assessment of the strength of its linkage with Barranquilla and the district's incentive to provide support. ADI's GRE support score is assessed at 45, reflecting a combination of a Very Strong Status, Ownership, and Control; Very Strong Support Track Record and Expectations; Moderate Socio-Political Implications of Default; and Very Strong Financial Implications of Default. ADI is a government related entity with a public policy mission; its main objective is the structuring, contracting, managing and evaluating public infrastructure works in the district. It operates as an extension and financing vehicle for DoB, with little cash flow of its own and a high level of integration from its supporting government. Because it is difficult to delink ADI from Barranquilla, and given that it acts on behalf of the government to perform a policy-driven mission, and does not generate its own cash flow, the Standalone Credit Profile (SCP) is not meaningful. The GRE Score of 45 leads to the equalization of ADI's rating with Barranquilla's. KEY ASSUMPTIONS Key assumptions do not apply since SCP cannot be assessed. RATING SENSITIVITIES Factor that could, individually or collectively, lead to positive rating action/upgrade: -- ADI's ratings are equalized with Barranquilla's ratings; therefore, any change in the district's ratings would be reflected in ADI's ratings in the same direction. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- A downgrade of Barranquilla's rating; -- A deterioration of ADI's linkage with Barranquilla leading to a GRE score lower than 42.5. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Sovereigns, Public Finance and Infrastructure 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 three 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 As of Dec. 31, 2020, ADI's financial statements registered COP1.1 billion in long-term debt. This was composed of two loans and other financial liabilities to be substituted by long-term debt. Fitch currently rates two loans (COP622 million at 'AAA(col)' and COP600 million at 'AAA(col) that total COP1.2 billion and correspond to the entity's main programs. The assets pledged to serve ADI's long-term debt are Barranquilla's own revenues, property tax and federal transfers, as well as value added taxes (VAT) on fuels and public lighting. Revenues from the Regional Corporation of the Atlantic Department are also earmarked to serve debt. At YE 2020, ADI registered COP3.7 million in cash (COP2.8 million at YE 2019). ADI generally operates with low year end cash, as its main obligations are payroll and debt service, covered by the transfers made by Barranquilla. ISSUER PROFILE ADI is a GRE of the Special, Industrial and Port District of Barranquilla (BB/Stable), Colombia. Its main mission is the structuring, contracting, management and evaluation of the public infrastructure. The entity's budget is framed under Barranquilla's annual budget, and all transfers from the district to ADI must be approved by the district's council and are mainly to operate and serve long-term debt. SUMMARY OF FINANCIAL ADJUSTMENTS ADI does not report its Cash Flow Statement, as per local regulations, Fitch makes internal estimates with financial information presented. PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS ADI´s ratings are linked to the ratings of the District of Barranquilla. 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. =========== M E X I C O =========== GRUPO AEROMEXICO: Seeks to Employ KPMG Cardenas as Auditor ---------------------------------------------------------- Grupo Aeromexico, S.A.B. de C.V. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of New York to hire KPMG Cardenas Dosal, S.C. as auditor. The firm's services include: (a) auditing of the financial statements in accordance with International Standards on Auditing (ISA) issued by the International Federation of Accountants (IFAC); (b) auditing of the specific-purpose financial statements to express an opinion on whether those statements and their exhibits have been prepared by the management of Grupo Aeromexico, S.A.B. de C.V. and its subsidiaries pursuant to Articles 32-A and 52 of the Mexican Federal Tax Code (Codigo Fiscal Federal) and 57 and 58 of the Mexican Federal Tax Code Regulations (Reglamento del Codigo Fiscal de la Federacion) and to the guidelines and instructions for the integration and characteristics for the presentation of the financial statements for tax purposes; (c) in connection with planning and performing the firm's audit of the consolidated financial statements, conducting an examination and evaluation of Grupo Aeromexico's internal control, as necessary, to determine the nature, extent, and timing of KPMG's audit procedures for the purpose of expressing an opinion on the consolidated financial statements but not for the purpose of expressing an opinion on the effectiveness of Grupo Aeromexico's internal control; (d) in connection with the planning and performance of the firm's audit of the specific-purpose financial statements, considering and evaluating Grupo Aeromexico's internal control over financial reporting to the extent necessary to determine the nature, scope, and timing of KPMG's audit procedures for the purpose of expressing an opinion on the specific-purpose financial statements, but not for the purpose of expressing an opinion on the effectiveness of Grupo Aeromexico's internal control; (e) in the event that, at some future date, Grupo Aeromexico intends to publish, or reproduce the consolidated financial statements and KPMG's opinion, including incorporation by reference in an application for registration with any regulatory agency (or otherwise refer to the firm), in a document containing other information, at such date evaluating the advisability of giving the firm's consent for the required effects, for which Grupo Aeromexico and its subsidiaries agree to: (i) provide the firm with a draft of the document for its perusal and (ii) obtain the firm written consent prior to printing and distributing it; (f) issuing as a result of the firm's audit of the consolidated financial statements of Grupo Aeromexico and its subsidiaries as of December 31, 2020, and 2019, the following reports: (i) an opinion on the financial statements, in Spanish and English, prepared in accordance with IFRS, and ii. if applicable, letter of recommendations to management (in Spanish); (g) as a result of the firm's examination of the specific purpose financial statements of Grupo Aeromexico and its subsidiaries as of December 31, 2020, delivering to Grupo Aeromexico, in SIPRED's electronic files, for its submission to the General Administration of Federal Tax Auditing (Administracion General de Auditoria Fiscal Federal) (AGAFF), the following information: i. Independent auditors' report, which shall include the firm's opinion on the specific-purpose financial statements as of and for the year ended on December 31, 2020. The firm's report will describe the purpose for which the specific-purpose financial statements have been prepared and indicate that they may not, therefore, be useful for other purposes. ii. Report on the Review of the Tax Situation of the Taxpayer (the Tax Report), in which the firm must include, under oath, the information required by the Federal Tax Code Regulations (Reglamento del Codigo Fiscal de la Federacion). iii. Records prepared by Grupo Aeromexico, which include the specific purpose financial statements, the notes thereto and the schedules established by the tax authorities, reviewed by the firm. The firm's hourly rates are as follows: Partners/Managing Directors $212.00 per hour Senior Managers/Directors $104.80 - $78.20 per hour Managers $48.20 per hour Senior Associates $42.00 - $30.40 per hour Associates $24.20 - $15.40 per hour Mario Fernandez Davalos, a partner at KPMG, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Mario Fernandez Davalos KPMG Cardenas Dosal, S.C. Blvd Manuel Avila Camacho No 1 Miguel Hidalgo Mexico City, DF 11650, Mexico About Grupo Aeromexico Grupo Aeromexico, S.A.B. de C.V. -- https://www.aeromexico.com/ -- is a holding company whose subsidiaries are engaged in commercial aviation in Mexico and the promotion of passenger loyalty programs. Aeromexico, Mexico's global airline, has its main hub at Terminal 2 at the Mexico City International Airport. Its destinations network features the United States, Canada, Central America, South America, Asia and Europe. Grupo Aeromexico and three of its subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-11563) on June 30, 2020. In the petitions signed by CFO Ricardo Javier Sanchez Baker, the Debtors reported consolidated assets and liabilities of $1 billion to $10 billion. The Debtors tapped Davis Polk and Wardell LLP as their bankruptcy counsel, KPMG Cardenas Dosal S.C. as auditor, and Rothschild & Co US Inc. and Rothschild & Co Mexico S.A. de C.V. as financial advisor and investment banker. White & Case LLP, Cervantes Sainz S.C. and De la Vega & Martinez Rojas, S.C. serve as the Debtors' special counsel. Epiq Corporate Restructuring, LLC is the claims and administrative agent. The U.S. Trustee for Region 2 appointed a committee to represent unsecured creditors on July 13, 2020. The committee is represented by Willkie Farr & Gallagher, LLP and Morrison & Foerster, LLP. ===================== P U E R T O R I C O ===================== ORGANIC POWER: Disclosure Statement Hearing Slated for October 13 ----------------------------------------------------------------- Judge Edward A. Godoy of the U.S. Bankruptcy Court for the District of Puerto Rico has scheduled for October 13, 2021 at 1:30 PM, via Microsoft Teams, the hearing to consider the approval of the Disclosure Statement of Organic Power, LLC. Objections to the Disclosure Statement must be filed and served not less than 14 days prior to the hearing. A copy of the order is available for free at https://bit.ly/3sqPLYe from PacerMonitor.com. About Organic Power Organic Power, LLC, -- https://www.prrenewables.com/ -- is a Vega Baja, P.R.-based company that offers food processing companies, restaurants, pharmaceuticals, and retail outlets an alternative to landfill disposal -- a low cost and environmentally friendly recycling option. 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, the 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. The Debtor tapped Fuentes Law Offices, LLC as bankruptcy counsel, and Godreau & Gonzalez Law, LLC, and Vidal, Nieves & Bauza, LLC as special counsel. PUERTO RICO AQUEDUCT: Gets Lower Refunding Yields ------------------------------------------------- Michelle Kaske of Bloomberg News reports that Puerto Rico's Aqueduct and Sewer Authority (Prasa), its water utility, sold $1.7 billion of unrated refunding debt as demand for riskier municipal securities helped the island's main supplier of water pay lower interest rates than its last refunding in December 2020. Investors have been buying up junk-rated and unrated municipal debt for their higher relative yields. That helped Prasa lower its borrowing costs, saving $570 million in debt-service through 2047, according to Puerto Rico's Fiscal Agency and Financial Advisory Authority, called AAFAF. This is the second time since December 2020 that Prasa has borrowed from the capital markets. About Puerto Rico Puerto Rico is a self-governing commonwealth in association with the United States that's facing a massive bond debt of $70 billion, a 68% debt-to-GDP ratio and negative economic growth in nine of the last 10 years. The Commonwealth of Puerto Rico has sought bankruptcy protection, aiming to restructure its massive $74 billion debt-load and $49 billion in pension obligations. The debt restructuring petition was filed by Puerto Rico's financial oversight board in U.S. District Court in Puerto Rico (Case No. 17-01578) on May 3, 2017, and was made under Title III of 2016's U.S. Congressional rescue law known as the Puerto Rico Oversight, Management, and Economic Stability Act ('PROMESA'). The Financial Oversight and Management Board later commenced Title III cases for the Puerto Rico Sales Tax Financing Corporation (COFINA) on May 5, 2017, and the Employees Retirement System (ERS) and the Puerto Rico Highways and Transportation Authority (HTA) on May 21, 2017. On July 2, 2017, a Title III case was commenced for the Puerto Rico Electric Power Authority ("PREPA"). U.S. Chief Justice John Roberts has appointed U.S. District Judge Laura Taylor Swain to oversee the Title III cases. The Honorable Judith Dein, a United States Magistrate Judge for the District of Massachusetts, has been designated to preside over matters that may be referred to her by Judge Swain, including discovery disputes, and management of other pretrial proceedings. Joint administration of the Title III cases, under Lead Case No. 17-3283, was granted on June 29, 2017. The Oversight Board has hired as advisors, Proskauer Rose LLP and O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic consultant, Citigroup Global Markets, as municipal investment banker, and Ernst & Young, as financial advisor. Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M. Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at O'Neill & Borges are on-board as attorneys. McKinsey & Co. is the Board's strategic consultant, Ernst & Young is the Board's financial advisor, and Citigroup Global Markets Inc. is the Board's municipal investment banker. Prime Clerk LLC is the claims and noticing agent. Prime Clerk maintains a case web site at https://cases.primeclerk.com/puertorico Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA, and PREPA. O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico Fiscal Agency and Financial Advisory Authority (AAFAF), the agency responsible for negotiations with bondholders. The Oversight Board named Professor Nancy B. Rapoport as fee examiner and to chair a committee to review professionals' fees. ********* 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 publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR Latin America subscription rate is US$775 per half-year, delivered via e-mail. 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