/raid1/www/Hosts/bankrupt/TCRLA_Public/051230.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
L A T I N A M E R I C A
Friday, December 30, 2005, Vol. 6, Issue 259
Headlines
A R G E N T I N A
ACINDAR: Creates Guarantee Fund to Help SMEs Secure Better Loans
AEROLINEAS ARGENTINAS: Still Adding Airplanes to Fleet
CLINICA TODOS: Seeks Court Approval to Reorganize
FAENADORES FLORENSES: Enters Bankruptcy on Court Orders
GENTEMAR S.A.: Court Declares Company Bankrupt
HUGO SANTIAGO: Court OKs Creditor's Bankruptcy Call
METROGAS: Extends New Solicitation of Consents to Jan. 11
PETROBRAS ENERGIA: Fitch Affirms Ratings at 'B'
TELEFONICA DE ARGENTINA: Proceeds to Pay Off Corporate Bonds
TGS: Uncertain Future Cash Flow Generation Cues Ratings
B E R M U D A
FOSTER WHEELER: Announces New Deleveraging Initiative
B O L I V I A
BANCO MERCANTIL: Uncertain Financial System Constrains Ratings
B R A Z I L
CESP: Share Sale Generates $14.8M
ELETROPAULO METROPOLITANA: Concludes $107M Debenture Sale
NII HOLDINGS: Announces Amendments Entered
VARIG: To Cease Brazil-Japan Route
C A Y M A N I S L A N D S
ATHENA IAM: To be Placed into Voluntary Liquidation
BLUEBERRY IAM: Shareholders Decide on Voluntary Liquidation
CAMELOTFUND INTERNATIONAL: Shareholders Resolve to Wind Up Firm
CAPE DAVID: To be Liquidated Jan. 30, 2006
CAPE FRANCES: Commerce Corporate Services to Oversee Liquidation
CELESTE (IFI): Creditors to Prove Debts On/Before Jan. 18
CRAYON (IFI): Shareholders Resolve to Liquidate Company
CTMP FUNDING (BS): Commences Voluntary Liquidation
CTMP FUNDING (MS): To be Placed into Voluntary Liquidation
CTMP II FC: Calls On Creditors to Prove Debts On/Before Jan. 13
DIRECTNET HOLDINGS: Taps John Cullinane, Derrie Boggess as JLs
EUSTOMA IAM: Liquidation Kicks Off
FLAIR LIMITED: Names Westport Services as Liquidator
GENTINANNA IAM: Creditors to Prove Debts On or Before Jan. 18
GRANDEUR REAL: Creditors to Prove Debts On/Before Jan. 28
INTERNATIONAL FINANCIAL: Appoints Garry L. Founds as Liquidator
ORBIT (IFI): To Liquidate Voluntarily
OSIRIS IAM: Enters Voluntary Liquidation
PHANTOM IAM: To be Placed Into Voluntary Liquidation
PRESTIGE REAL: Submission of Creditors' Claims Ends Jan. 28
PRIDE IAM: Voluntary Wind Up Begins
RAYYAN IAM: Westport Services Ltd. Chosen as Liquidator
SFA CAPITAL: Creditors to Prove Claims Until Jan. 18
SFA COLLECTION: Westport Services Ltd. to Supervise Wind Up
SFA DESIGNER: To Wind Up Voluntarily
SFA FOLIO: Liquidator to Verify Creditors' Claims Until Jan. 18
SFA LABEL: Claims Verification to End Jan. 18
SOLAR IAM: Liquidator Selected for Wind Up
TITUREL INVESTMENTS: Starts Liquidation Process
VERNUS (IFI): Westport Services Appointed as Liquidator
C O L O M B I A
TRANSGAS DE OCCIDENTE: Rating Reflects Sluggish NatGas Demand
D O M I N I C A N R E P U B L I C
TRICOM: Operating Losses Down 59% in 3Q05 Vs. 3Q04
E C U A D O R
PETROECUADOR: Lacks Trained Staff to Run Oxy's Operations
M E X I C O
CABLEMAS: Moody's Assigns B1 Corporate Family Rating
P U E R T O R I C O
CENTENNIAL COMMUNICATIONS: Completes Principal Amount Offering
V E N E Z U E L A
SIDOR: To Invest $70M Next Year to Increase Production
PDVSA: To Increase Taxes for Four Orinoco Projects to 50%
- - - - - - - -
=================
A R G E N T I N A
=================
ACINDAR: Creates Guarantee Fund to Help SMEs Secure Better Loans
----------------------------------------------------------------
Acindar, Argentina's largest producer of long steel, has taken a
move to help SMEs negotiate loans with better conditions and
more competitive rates, reports Business News Americas.
An executive of Acindar, Gustavo Pittaluga, said the steelmaker
has created a guarantee fund known as SGR.
"This means that Acindar suppliers and customer SMEs could have
a guarantee from a fund that will eventually stand at 80mn pesos
[currently US$26.3mn]," Pittaluga said.
The SGR has 168 active members and funds will split in three:
ARS45 million, ARS20 million and ARS15 million respectively as
guaranteed loans are granted.
This system is important for Acindar "as it will enable clients
to expand and improve their business and suppliers to expand and
boost production," Pittaluga said.
Acindar is controlled by Brazilian steelmaker Belgo-Mineira.
AEROLINEAS ARGENTINAS: Still Adding Airplanes to Fleet
------------------------------------------------------
Aerolineas Argentinas/Austral continues incorporating airplanes
into their fleet with the arrival of a Boeing 747/400 and a MD-
83, and by the end of the year another Boeing 737/500, the ninth
plane to be added to the fleet this year.
The "Jumbo" 747/400 is the third airplane purchased by
Aerolineas/Austral within the renovation and modernization plan
of long haul airplanes, with machines that boast the latest
technological advances in order to save more fuel and extend the
ability to operate in airports that demand lower sound pollution
levels.
Model 400, which can carry 421 passengers and fly 13,500 km non-
stop, replaces the Boeing 747/200, enabling a greater seat
capacity and providing more comfort to its passengers.
It is the same situation for the arrival of the ninth Boeing
737/500 - adding up a total of fifteen - which are
systematically replacing their predecessors Boeing 737/200
which, according to the new air commercial regulations, must be
taken out of service and replaced by less polluting units.
As regards the MD 83 that will be incorporated to the fleet, it
arrived from United States last Saturday and, after the required
administrative procedures are completed, will start operating on
various domestic routes.
Thus Aerolineas/Austral increases its number of airplanes and
furthers it expansion plan both in the domestic and the
international markets. It should be borne in mind that with the
incorporation of the Boeing 747/400, Aerolineas Argentinas is
still the only Company in South America that has this type of
airplane that can fly "non stop", without limitations or stops,
to all destination in Europe, America and Oceania.
CONTACT: AEROLINEAS ARGENTINAS
Torre Bouchard 547, 1106 Buenos Aires, ARGENTINA
Phone: (54-11) 4310-3000
Fax: (54-11) 4310-3585
E-mail: volar@aerolineas.com.ar
Web site: www.aerolineas.com.ar
CLINICA TODOS: Seeks Court Approval to Reorganize
-------------------------------------------------
Clinica Todos Los Santos S.A., a company operating in Buenos
Aires, has requested reorganization after failing to pay its
liabilities since Dec. 20, 2005.
The reorganization petition, once approved by the court, will
allow the Company to negotiate a settlement with its creditors
in order to avoid a straight liquidation.
The case is pending before Court No. 5 of Buenos Aires' civil
and commercial tribunal. Clerk No. 10 assists on this case.
CONTACT: Clinica Todos Los Santos S.A.
Montevideo 373
Buenos Aires
FAENADORES FLORENSES: Enters Bankruptcy on Court Orders
-------------------------------------------------------
Faenadores Florenses S.A. enters bankruptcy protection after
Court No. 1 of Buenos Aires' civil and commercial tribunal, with
the assistance of Clerk No. 1, ordered the Company's
liquidation. The order effectively transfers control of the
Company's assets to a court-appointed trustee who will supervise
the liquidation proceedings.
Infobae reports that the court selected Mr. Hector Rodolfo Arzu
as trustee. Mr. Arzu will be verifying creditors' proofs of
claim until the end of the verification phase on April 7, 2006.
Argentine bankruptcy law requires the trustee to provide the
court with individual reports on the forwarded claims and a
general report containing an audit of the Company's accounting
and business records. The dates for the submission of the
reports are yet to be disclosed.
CONTACT: Faenadores Florenses S.A.
Cruz Marquez y Vidal
Las Flores (Buenos Aires)
Mr. Hector Rodolfo Arzu, Trustee
San Martin 359
Azul (Buenos Aires)
GENTEMAR S.A.: Court Declares Company Bankrupt
----------------------------------------------
Court No. 10 of Buenos Aires' civil and commercial tribunal
declared local company Gentemar S.A. "Quiebra", relates La
Nacion. The court approved the bankruptcy petition filed by
Asociacion de Empleados de Despachantes de Aduana, whom the
Company has debts amounting to $15,487.27.
The Company will undergo the bankruptcy process with Mr.
Norberto Alvarez as trustee. Creditors are required to present
proofs of their claim to Mr. Alvarez for verification before
March 10, 2006. Creditors who fail to submit the required
documents by the said date will not qualify for any post-
liquidation distributions.
Clerk No. 20 assists the court on the case.
CONTACT: Gentemar S.A.
Belgrano 839
Buenos Aires
Mr. Norberto Alvarez, Trustee
R. Pena 189
Buenos Aires
HUGO SANTIAGO: Court OKs Creditor's Bankruptcy Call
---------------------------------------------------
Hugo Santiago Peruzzetto entered bankruptcy after Court No. 6 of
Buenos Aires' civil and commercial tribunal approved a
bankruptcy motion filed by Mr. Alejandro Jasis, reports La
Nacion. The Company's failure to pay $3,600 in debt prompted the
creditor to file the petition.
Working with the city's Clerk No. 11, the court assigned Mr.
Sergio Novick as trustee for the bankruptcy process. The
trustee's duties include the authentication of the Company's
debts and the preparation of the individual and general reports.
Creditors are required to present their proofs of claim to the
trustee before March 2, 2006.
The Company's assets will be liquidated at the end of the
bankruptcy process to repay creditors. Payments will be based on
the results of the verification process.
CONTACT: Hugo Santiago Peruzzetto
Baigorria 3505
Buenos Aires
Mr. Sergio Novick, Trustee
Libertad 1183
METROGAS: Extends New Solicitation of Consents to Jan. 11
---------------------------------------------------------
MetroGAS S.A. (BASE: metr; NYSE: MGS) (the "Company") announced
Wednesday that it is extending until 5:00 p.m., New York City
time, on January 11, 2006, its new solicitation (the "APE
Solicitation") from holders of its 9-7/8% Series A Notes due
2003 (the "Series A Notes"), its 7.375% Series B Notes due 2002
(the "Series B Notes") and its Floating Rate Series C Notes due
2004 (the "Series C Notes" and, together with the Series A Notes
and the Series B Notes, the "Existing Notes") and its other
unsecured financial indebtedness (the "Existing Bank Debt" and,
together with the Existing Notes, the "Existing Debt"),
aggregating approximately the equivalent of US$436.9 million
principal amount of Existing Debt as of September 30, 2005,
subject to certain eligibility requirements, of powers of
attorney authorizing the execution on behalf of the holders of
its Existing Notes of, and of support agreements committing
holders of its Existing Bank Debt to execute, an acuerdo
preventivo extrajudicial ("APE"). The Company may extend the
solicitation period past January 11, 2006.
The Company determined to further extend the solicitation period
because there is still a significant number of holders of
Existing Debt that have expressed verbally their wish to
participate in the APE Solicitation, but were unable to complete
prior to the expiration date of the APE Solicitation (December
27, 2005) the technical steps that are required to permit them
to execute and deliver their powers of attorney and support
agreements.
APE Solicitation
As of 5:00 p.m., New York City time, on December 27, 2005, the
Company had received powers of attorney and support agreements,
together with the necessary supporting documentation, with
respect to the equivalent of approximately US$371.4 million
principal amount of Existing Debt. In addition, as of such time
and date, the Company had also received powers of attorney and
support agreements, but was awaiting the receipt of the
necessary supporting documentation, with respect to the
equivalent of an additional US$19.0 million principal amount of
Existing Debt.
The APE Solicitation will remain in all respects subject to all
terms and conditions described in the Company's Solicitation
Statement dated November 9, 2005, as the same may be modified.
The Settlement Agent for the APE Solicitation outside Argentina
is J.P. Morgan Chase Bank and its telephone and fax number are
+1 (212) 623-5136 and +1 (212) 623-6216, respectively. The
Settlement Agent for the APE Solicitation inside Argentina is
J.P. Morgan Chase Bank N.A., Sucursal Buenos Aires, and its
telephone/fax number is (54 11)-4348-3475/4325-8046.
CONTACT: METROGAS, S.A.
Gregorio Araoz de Lamadrid 1360
Buenos Aires
Argentina
CPA C 1267
Phone: +54 11 4309 1010
Fax: +54 11 4309 1025
Web site: http://www.metrogas.com.ar
PETROBRAS ENERGIA: Fitch Affirms Ratings at 'B'
-----------------------------------------------
Fitch Ratings has affirmed the following ratings of Petrobras
Energia (PE) :
-- International local currency rating at 'B';
-- Foreign currency rating at 'BB-';
-- Argentine national scale rating at ' AA-(arg)'.
All ratings have a Stable Outlook.
PE's ratings incorporate its solid credit profile, significant
oil and gas reserves, geographic diversification of its assets,
significant cash generation outside of Argentina, and its
ability to retain a material amount of export revenues offshore.
The international ratings continue to be constrained by the
Argentine sovereign environment. Currently, a high level of
uncertainty exists as to the company's activities in Venezuela,
which represent approximately 30% of the PE's EBITDA and oil
production. The measures adopted in 2005 by the Venezuelan
government may have a material impact on the cash flow
generation of the company, potentially pressuring its credit
quality. Nevertheless, PE's proven access to financing sources,
the potential support of its controlling shareholder, and the
improvement in credit protection measures in 2005 should
mitigate the possible reduction in cash flow.
PE reported solid credit protection measures that have benefited
from the global increase in the price of oil, refined, and
petrochemical products limited by the effect of its hedging
policy and export taxes. Through September 2005, the company
reported interest coverage of 6.2 times (x), net debt-to-EBITDA
of 1.8x, and debt-to-capitalization of 48%, consistent with the
assigned ratings. Although for the current year the company
anticipated a gradual reduction of its indebtedness, through
September 2005 this has not yet materialized. Still, PE
maintains a leverage position consistent with higher rated
entities outside of Argentina, and as such, its debt levels are
not a constraint on the ratings.
PE is one of the most vertically integrated energy conglomerates
in Latin America, with operations encompassing virtually all
segments of the energy value chain. Core business activities
include oil and gas exploration and production; refining and
marketing; petrochemicals; and electricity. PE is controlled by
Petrobras Energia Participacoes S.L. (Participacoes), a holding
company that is in turn controlled by Brazil's national oil
company, Petrobras (senior unsecured foreign currency rating of
'BB-' by Fitch).
CONTACT: Fitch Ratings
Ana Paula Ares, 11 4327 2444 (Buenos Aires)
Jason Todd, 312-368-3217 (Chicago)
MEDIA RELATIONS: Christopher Kimble, 212-908-0226 (New York)
TELEFONICA DE ARGENTINA: Proceeds to Pay Off Corporate Bonds
------------------------------------------------------------
Telefonica de Argentina S.A proceeded to pay off its corporate
bonds. In a letter sent to the Buenos Aires Stock Exchange on
December 27, 2005, Assistant General Counsel Pablo Luis Llauro
wrote:
I take this opportunity to write to you on behalf of Telefonica
de Argentina S.A., domiciled at Avenida Ingeniero Huergo 723,
ground floor, in order to inform that on December 20, 2005, the
Company proceeded to pay off its corporate bonds as follows:
Class 3 Fixed Rate Series Coupon 8% due in February 2006, Par
Value $51,781,480.
Likewise, on December 26, 2005 said corporate bonds were paid
off. Therefore the remaining outstanding amount is Par Value
$103,850,868.
Mr. Llauro also sent another letter stating:
I take this opportunity to write to you on behalf of Telefonica
de Argentina S.A., domiciled at Avenida Ingeniero Huergo 723,
ground floor, City of Buenos Aires, and in compliance with the
applicable regulations I hereby serve upon you notice of gai.
9.875 %, US$71,375,350 Notes due in 2006
a) Place for Payment:
Payment Agent: The Bank of New York, 101 Barclay Street, New
York, 10286
b) Hours for Payment: Banking Hours.
c) Start Date of Payment: January 1, 2006 or following business
days
d) Applicable Interest Rate: 4.9375 % (Interest payable
US$3,524,157.91)
e) Period on which payment is applicable: Period starting as of
July 1, 2005 and ending at January 1, 2006.
CONTACT: Telefonica de Argentina S.A.
Avenida Ingeniero Huergo 723
Buenos Aires, Argentina
Phone: 5411 4332-2066
Web site: http://www.telefonica.com.ar
TGS: Uncertain Future Cash Flow Generation Cues Ratings
-------------------------------------------------------
Rationale
The ratings on Transportadora de Gas del Sur S.A. (TGS) reflect
the high political and regulatory risk the company faces in
Argentina, future cash flow generation uncertainties, as
regulated tariffs have remained frozen in Argentine peso terms
since January 2002 and the timing and final outcome of
concession contract renegotiations remain uncertain; still-high
leverage after restructuring; partial currency mismatches
between revenues (partly in Argentine pesos) and debt service
(in U.S. dollars); and limited financial flexibility.
The above-mentioned risks are partially offset by TGS's
unregulated activity having benefited from Argentine peso
devaluation (although somewhat exposed to the swings in
international prices) and by a favorable debt maturity schedule
after debt restructuring.
TGS is Argentina's largest natural gas transportation company
and had about US$870 million in debt outstanding at Sept. 30,
2005. The ratings do still reflect some government intervention
that could partially affect TGS's unregulated business given the
uncertainties regarding future natural gas supply to be
processed at the Cerri Complex.
The conclusion of debt restructuring in late 2004 led to
significant debt relief. Although there was no haircut on
principal, maturities have been pushed out significantly and are
amortizing more in line with expected cash flow generation
capacity. Standard & Poor's Ratings Services expects TGS's funds
from operations (FFO) to represent between 15% and 20% of total
debt in the next two years, assuming a relatively stable foreign
exchange rate. TGS should be able to face the first six years of
interest and principal amortization, assuming EBITDA generation
of about $200 million and some flexibility in capital
expenditures. In the longer term, the company will need to
increase revenues or obtain other sources of refinancing to meet
the requirements of a growing debt-service profile.
Nevertheless, assuming a relatively stable evolution of the U.S.
dollar exchange rate, TGS should be able to reduce some
additional debt in the first years through the cash sweep
mechanisms included in restructuring conditions (in June 2005,
TGS paid US$28 million of additional amortization due to this
cash sweep mechanism).
Despite the expected more favorable maturity schedule, as long
as TGS does not increase revenues and cash generation, its
repayment capacity could be affected, particularly in scenarios
of potential peso devaluation scenario and high inflation.
Standard & Poor's considers the company's future cash flow
generation to be somewhat unclear as long as the renegotiation
of the concession contracts is not resolved and until a new
tariff adjustment mechanism has been agreed on to reestablish
the company's financial and economic balance. We also consider
potential mandated increases in capital expenditures to be
another form of regulatory risk. Given its current revenue base
and capital structure, TGS's future financial performance will
also depend on the performance of the international natural gas
liquids (NGL) prices.
About one-half of TGS's revenues (48% for the first nine months
of 2005) are unregulated and comefrom selling NGLs processed at
the Cerri complex near the city of Bahˇa Blanca, in Buenos Aires
province. Although this U.S. dollar-linked revenue stream became
more significant after the peso devaluation, TGS's financial
profile severely weakened as a result of the government's
emergency measures in early 2002.
TGS's capital structure significantly improved due to a
reduction of the debt burden (considering the cash payment made
as part of the restructuring, equal to 11% of the principal
amount). Consequently, total debt to total capitalization
decreased to 51.2% as of Sept. 30, 2005, from 55.2% in fiscal
2004 and 61.2% in fiscal 2003. Continuing debt reduction is
expected, given the amortization profile of the restructured
debt and the limitations to incur additional indebtedness.
Nevertheless, the foreign exchange rate will remain critical for
TGS because its entire debt burden is still dollar denominated.
The company will not face interest-rate risk because all the new
debt after restructuring is at fixed (although step-up) rates.
As Argentina's largest natural gas transportation company, TGS
delivers about 61% of the country's total gas consumption. It
has a 35-year license to operate Argentina's southern gas
transportation system (regulated activity). TGS also operates a
natural gas separation facility near Bahˇa Blanca. The company
0separates natural gas into ethane, butane, propane, and natural
gasoline, which are sold to distributors, refineries, and other
third parties (unregulated activity).
Liquidity
TGS'S liquidity position is adequate, having significantly
improved after the rescheduling of its debt maturities. As of
Sept. 30, 2005, TGS had about $154 million in cash and short-
term investments, abundantly exceeding its short-term debt. In
addition, the new obligations issued contain certain cash sweep
mechanisms and various restrictive covenants, including
limitations to issue additional debt, maximum capital
expenditures and investments, and restrictions on dividend
payments, among others. Nevertheless, these conditions should
not jeopardize the company's current liquidity position. In the
medium term, TGS's deleveraging should help improve financial
flexibility.
Outlook
The stable outlook reflects expectations of strengthening
repayment capacity after the improvement in TGS's debt maturity
schedule, certain stability in the exchange rate, and a certain
degree of government intervention in the company's operations.
The outlook also reflects our opinion that the debt
restructuring concluded in December 2004 provides TGS with an
adequate window for renegotiating the concession contract
without incurring significant financial pressures. In this
context, the ratings on TGS could benefit from future perceived
important improvements in the country's institutional
environment or a renegotiation of the concession contract
favorable for the company's cash flow generation. Nevertheless,
the ratings could come under pressure if the renegotiation of
the concession contract negatively affects TGS'S business or
financial profiles or if further government intervention (i.e.,
as a form of mandatory investments, additional export duties, or
significant natural gas restrictions to be processed at Cerri)
significantly affects the company's cash generation.
Primary Credit Analyst: Luciano Gremone, Buenos Aires
(54) 11-4891-2143; luciano_gremone@standardandpoors.com
Secondary Credit Analyst: Pablo Lutereau, Buenos Aires
(54) 114-891-2125; pablo_lutereau@standardandpoors.com
=============
B E R M U D A
=============
FOSTER WHEELER: Announces New Deleveraging Initiative
-----------------------------------------------------
Foster Wheeler Ltd. (Nasdaq:FWLT) announced Wednesday that it
has launched offers to increase, for a limited time, the number
of common shares to be delivered upon the exercise of its Class
A and Class B Common Stock Purchase Warrants.
Pursuant to the offers, if the warrants are exercised on or
before 5:00 p.m., New York City time, on January 27, 2006, and
not withdrawn, the Company will issue:
-- 0.0865 common shares per each Class A warrant exercised, in
addition to the 1.6841 common shares issuable pursuant to the
terms of the Class A warrants, and
-- 0.0018 common shares per each Class B warrant exercised, in
addition to the 0.0723 common shares issuable pursuant to the
terms of the Class B warrants.
"The proceeds from the offers will be utilized to continue our
aggressive program of debt reduction," said Raymond J.
Milchovich, chairman, president and chief executive officer.
"This debt reduction will be accretive to our projected 2006
earnings. However, we have not yet committed to any specific
debt reduction transaction."
The exercise price of $9.378 per common share issuable per
warrant will not be increased in the offers. Consequently, as
adjusted for the offers, the exercise price will effectively be
reduced from $9.378 per common share issuable to $8.92 per
common share issuable in the case of the Class A warrants, and
$9.15 per common share issuable in the case of the Class B
warrants. Full exercise of the warrants pursuant to the offers
would result in cash proceeds to the Company of approximately
$88.8 million and the issuance of 9,893,037 common shares in the
aggregate (419,231 additional shares and 9,473,806 common shares
issuable pursuant to the terms of the warrants).
In connection with the offers, Foster Wheeler has entered into a
lock-up agreement with certain holders of the warrants holding
61.5 percent of the Class A warrants. Holders exercising
warrants during the offer period will receive the same number of
shares as locked-up holders. Exercise of warrants during the
offer period may be withdrawn at any time prior to the
expiration date of the offers.
As of December 22, 2005, 4,114,517 of the Company's Class A
warrants and 35,180,454 of its Class B warrants were outstanding
and 57,398,815 of the Company's common shares were issued and
outstanding. The Foster Wheeler common shares and Class A and
Class B Stock Purchase Warrants trade on the NASDAQ National
Market under the symbols FWLT, FWLTW and FWLTZ, respectively.
The terms and conditions of the offers are as set forth in the
offers documentation distributed to holders of Class A and Class
B warrants. A copy of the offers documents relating to the
offers may be obtained from Morrow & Co., Inc., the Information
Agent for these offers. Morrow's telephone number for bankers
and brokers is 800-662-5200 and for all other security holders
is 800-607-0088. Contact the Information Agent with any
questions on the offers.
The foregoing reference to the offers and any other related
transactions shall not constitute an offer to buy or exchange
securities or constitute the solicitation of an offer to sell or
exchange any securities in Foster Wheeler Ltd. or any of its
subsidiaries.
Investors and security holders are urged to read the following
documents filed with the SEC, as amended from time to time,
relating to the offers because they contain important
information: (1) the registration statement on Form S-3 (File
333-130720); and (2) the Schedule TO. These and any other
documents relating to the offers, when they are filed with the
SEC, may be obtained free at the SEC's website at www.sec.gov,
or from the information agent.
Foster Wheeler Ltd. is a global company offering, through its
subsidiaries, a broad range of engineering, procurement,
construction, manufacturing, project development and management,
research and plant operation services. Foster Wheeler serves the
refining, upstream oil and gas, LNG and gas-to-liquids,
petrochemical, chemicals, power, pharmaceuticals, biotechnology
and healthcare industries. The corporation is based in Hamilton,
Bermuda, and its operational headquarters are in Clinton, New
Jersey, USA.
CONTACT: Foster Wheeler Ltd.
Media
Maureen Bingert
Phone: 908-730-4444
or
Investor
John Doyle
Phone: 908-730-4270
or
Other Inquiries
Phone: 908-730-4000
URL: www.fwc.com
=============
B O L I V I A
=============
BANCO MERCANTIL: Uncertain Financial System Constrains Ratings
--------------------------------------------------------------
Rationale
The ratings on Banco Mercantil S.A. are constrained by the
uncertainty intrinsic to Bolivia's financial system and the
country's high sovereign risk. Nevertheless, despite the frail
operating environment, Banco Mercantil has shown a relatively
consistent performance. The bank enjoys one of the leading
competitive positions, relatively good liquidity given the
trying circumstances during 2005, and adequate profitability and
capitalization, in addition to its conservative management.
Banco Mercantil is the second largest bank in Bolivia in terms
of assets, holding an 11.15% market share in loans and 12.04% in
deposits as of September 2005. The bank acts as a universal
bank, focusing its lending efforts in the middle-market,
corporate, and consumer segments. As with most Bolivian banks,
the majority of Banco Mercantil's 38 branches are located in the
La Paz-Cochabamba-Santa Cruz area, where approximately 70% of
the country's GDP is concentrated.
Dollarization, though still high, showed a declining trend since
2004 as a result of the application of a tax on financial
transactions; at September 2005, dollar deposits represented
84.26% of total deposits, and dollar loans represented 91.65% of
total loans. The system's risk is still affected by a large
informal economy.
At Sept. 30, 2005, Banco Mercantil's problem loans represented
14.2% of its loan portfolio, reflecting the still deteriorated
economic environment. In this context, both as a result of
modifications in the provisioning regulations and of
management's conservative policies, the coverage of problem
loans with loan-loss reserves improved significantly when
compared to the figures posted before 2003. As of September
2005, the coverage ratio stands at an acceptable 74.14%. The
bank's profitability, with a reported 0.94% ROA in the first
nine months of 2005, continues under pressure as a result of the
frail operating environment.
In the past year, Banco Mercantil has worked on the design and
implementation of a new organizational structure, redefining
areas and business units in line with universal international
standards; with a more product-oriented structure, better suited
to serve the customer base. Going forward, the full
implementation of the changes should translate into increased
productivity gains, if the environment permits.
Outlook
Standard & Poor's Ratings Services expects Banco Mercantil to
maintain its current position as one of Bolivia's main banks
while preserving relatively healthy financials. At this rating
level, the outlook reflects that of the Bolivian sovereign.
Primary Credit Analyst: Pablo Gamble, Buenos Aires
(54) 11-4891-2106; pablo_gamble@standardandpoors.com
Secondary Credit Analyst: Carina Lopez, Buenos Aires
(54) 11-4891-2118; carina_lopez@standardandpoors.com
===========
B R A Z I L
===========
CESP: Share Sale Generates $14.8M
---------------------------------
Power generator Cesp said it raised BRL34.6 million (US$14.8
million) through the sale of 60.6% of the 6.24 billion shares it
on the Sao Paulo stock exchange (Bovespa), relates Business News
Americas. The operation, which was led by Itau BBA, saw 86
purchasers, including 16 mutual funds, three investment banks
and six commercial banks. The shares were priced at BRL9.15
each.
Sao Paulo, Brazil-based CESP is the country's second largest
power generator, majority owned by the State of Sao Paulo. CESP
operates 6 hydroelectric plants with total capacity of 7,456 MW
and reported net revenues of BRL 1.9 billion (approximately USD
690 million) in the last twelve months through June 30, 2005.
ELETROPAULO METROPOLITANA: Concludes $107M Debenture Sale
---------------------------------------------------------
Electric power utility Eletropaulo Metropolitana Eletricidade de
Sao Paulo SA has concluded the sale of BRL250 million (US$107
million) worth of non-convertible debentures, reports Dow Jones
Newswires.
Local bank Banco Votorantim SA, the coordinator of the
operation, bought the entire issue, which was rated BBB by Fitch
Ratings.
The debentures will mature in December 2013, and pay an annual
interest rate of 2.5% over the local interbank rate, called the
DI.
Eletropaulo, which is controlled by a joint venture of
Arlington, Va.-based AES Corp. (AES) and Brazil's National
Development Bank, is the largest electricity distributor in
Latin America in terms of revenues.
The Company has a 30-year exclusive concession (beginning in
1998) to distribute electricity to a service territory that
includes 5.3 million customers in 24 municipalities in the
greater Sao Paulo metropolitan area.
CONTACT: Eletropaulo Metropolitana Eletricidade de Sao Paulo
Investor Relations Manager
Ms. Clarice Silva Assis
E-mail: clarice.assis@aes.com
Phone:(55 11) 2195-2229
Fax:(55 11) 2195-2503
NII HOLDINGS: Announces Amendments Entered
------------------------------------------
NII Holdings, Inc. (NII Holdings) and the other parties
identified below entered on December 22, 2005 into the following
amendments to certain agreements with Motorola:
- Amendment 006 to the iDEN Infrastructure Equipment Supply
Agreement dated August 14, 2000 by and among NII Holdings,
Nextel Communications Argentina, S.A. and Motorola, Inc. with
respect to operations in Argentina;
- Amendment 006 to the iDEN Infrastructure Equipment Supply
Agreement dated August 14, 2000 by and among NII Holdings,
Nextel Telecomunicacoes Ltda. and Motorola Servicos, Ltda. with
respect to operations in Brazil;
- Amendment 006 to the iDEN Infrastructure Equipment Supply
Agreement dated August 14, 2000 by and among NII Holdings,
Communicaciones Nextel de Mexico, S.A. de C.V. and Motorola,
Inc. with respect to operations in Mexico;
Amendment 006 to the iDEN Infrastructure Equipment Supply
Agreement dated August 14, 2000 by and among NII Holdings,
Nextel del Peru, S.A. and Motorola, Inc. with respect to
operations in Peru;
Amendment 001 to the iDEN Infrastructure Installation Services
Agreement dated August 14, 2000 by and among NII Holdings,
Nextel Argentina, S.A. and Motorola Argentina S.A. with respect
to operations in Argentina;
- Amendment 001 to the iDEN Infrastructure Installation Services
Agreement dated August 14, 2000 by and among NII Holdings,
Nextel Telecomunicacoes, Ltda. and Motorola Servicos, Ltda. with
respect to operations in Brazil;
- Amendment 001 to the iDEN Infrastructure Installation Services
Agreement dated August 14, 2000 by and among NII Holdings,
Communicaciones Nextel de Mexico, S.A. de C.V. and Motorola de
Mexico, S.A. with respect to operations in Mexico; and
- Amendment 001 to the iDEN Infrastructure Installation Services
Agreement dated August 14, 2000 by and among NII Holdings,
Nextel del Peru, S.A. and Motorola Argentina S.A. with respect
to operations in Peru.
Each amendment extended the term of the respective agreement to
December 31, 2007 and made certain changes that are not material
to NII Holdings.
In addition to the above agreements with Motorola, NII Holdings
has a number of important strategic and commercial relationships
with Motorola that have been previously disclosed in NII
Holdings' periodic reports.
NII Holdings uses a transmission technology called integrated
digital enhanced network, or iDEN, technology developed by
Motorola. iDEN technology is a proprietary technology of
Motorola, and there are no other suppliers of this technology.
NII Holdings purchases handsets and handset accessories from
Motorola, and NII Holdings and Motorola have agreed to warranty
and maintenance programs and specified indemnity arrangements.
NII Holdings also pays Motorola for handset service and repair
and training and is reimbursed for certain costs that it incurs
under various marketing and promotional arrangements.
CONTACT: NII Holdings, Inc.
Investor Relations
Tim Perrott
Phone: (703) 390-5113
E-mail: tim.perrott@nii.com
Media Relations
Claudia E. Restrepo
Phone: (786) 251-7020
E-mail: claudia.restrepo@nii.com
URL: http://www.nii.com
VARIG: To Cease Brazil-Japan Route
----------------------------------
Brazil's flagship carrier Varig will end services to Japan in
January in order to cut costs.
On January 14, the airline will end its service from Sao Paulo
to Tokyo via Los Angeles as well as cut the number of employees
at its Japanese offices.
Offices across Asia will also be closed as the Company seeks to
appease creditors.
Varig sought bankruptcy protection in June under the weight of
approximately BRL7.7 billion (US$3.3 billion) in debts. The
Company has until Jan. 8 to present a recovery plan to Brazilian
judges.
===========================
C A Y M A N I S L A N D S
===========================
ATHENA IAM: To be Placed into Voluntary Liquidation
---------------------------------------------------
ATHENA IAM LIMITED
(In Voluntary Liquidation)
The Companies Law (2004 Revision)
The following special resolution was passed by the shareholders
of this company at an extraordinary general meeting held on 5th
December 2005:
RESOLVED that the Company be placed into voluntary liquidation
and that Westport Services Ltd. of P.O. Box 1111, Grand Cayman,
Cayman Islands, be appointed liquidator for the purpose of such
winding-up.
Creditors of the company are to prove their debts or claims on
or before 18th January 2006, and to establish any title they may
have under the Companies Law (2004 Revision), or be excluded
from the benefit of any distribution made before such debts are
proved or from objecting to the distribution.
CONTACT: WESTPORT SERVICES LTD.
Voluntary Liquidator
P.O. Box 1111, Grand Cayman
Cayman Islands
Officer for enquiries: Ica Eden
Telephone: 345 949 5122
Facsimile: 345 949 7920
BLUEBERRY IAM: Shareholders Decide on Voluntary Liquidation
-----------------------------------------------------------
BLUEBERRY IAM LIMITED
(In Voluntary Liquidation)
The Companies Law (2004 Revision)
The following special resolution was passed by the shareholders
of this company at an extraordinary general meeting held on 5th
December 2005:
RESOLVED that the Company be placed into voluntary liquidation
and that Westport Services Ltd. of P.O. Box 1111, Grand Cayman,
Cayman Islands, be appointed liquidator for the purpose of such
winding-up.
Creditors of the company are to prove their debts or claims on
or before 18th January 2006, and to establish any title they may
have under the Companies Law (2004 Revision), or be excluded
from the benefit of any distribution made before such debts are
proved or from objecting to the distribution.
CONTACT: WESTPORT SERVICES LTD.
Voluntary Liquidator
P.O. Box 1111, Grand Cayman
Cayman Islands
Officer for enquiries: Ica Eden
Telephone: 345 949 5122
Facsimile: 345 949 7920
CAMELOTFUND INTERNATIONAL: Shareholders Resolve to Wind Up Firm
---------------------------------------------------------------
CAMELOTFUND INTERNATIONAL LIMITED
(The "Company")
(In Voluntary Liquidation)
Companies Law (As Amended)
TAKE NOTICE THAT the following resolution was passed by the
shareholders of the Company by written resolution dated 28th
November 2005:
RESOLVED that the Company be voluntarily wound up and John
Cullinane and Derrie Boggess c/o Walkers SPV Limited, P.O. Box
908, George Town, Grand Cayman, Cayman Islands, be appointed as
joint liquidators to act for the purposes of such winding up.
NOTICE IS HEREBY GIVEN that the creditors of the Company which
is being wound up voluntarily are required within 30 days of the
publication of this notice, to send in their names and addresses
and the particulars of their debts and claims and the names and
addresses of their attorneys-at-law (if any) to the undersigned.
In default thereof, they will be excluded from the benefit of
any distribution made before such debts are proved.
Date of Publication: 5th December 2005.
CONTACT: JOHN CULLINANE and DERRIE BOGGESS
Joint Voluntary Liquidators
c/o Walkers SPV Limited
Walker House, P.O. Box 908
George Town, Grand Cayman
Contact for enquiries: John Cullinane
Telephone: (345) 914-6305
CAPE DAVID: To be Liquidated Jan. 30, 2006
------------------------------------------
CAPE DAVID SHIPPING COMPANY LIMITED
(In Voluntary Liquidation)
The Companies Law (2004 Revision)
TAKE NOTICE that the following special written resolution
(resolution 1) and ordinary resolution (resolution 2) were
passed by the shareholder of the above-mentioned company at an
extraordinary general meeting on the 6th December 2005:
THAT the company be placed in voluntary winding up;
THAT Commerce Corporate Services Limited be appointed as
liquidator of the company.
Date of Liquidation: 30th January 2006.
CONTACT: COMMERCE CORPORATE SERVICES LIMITED
Voluntary Liquidator
Commerce Corporate Services Limited
P.O. Box 694GT, Grand Cayman
Cayman Islands
Telephone: 949-8666
Facsimile: 949-0626
CAPE FRANCES: Commerce Corporate Services to Oversee Liquidation
----------------------------------------------------------------
CAPE FRANCES SHIPPING COMPANY LIMITED
(In Voluntary Liquidation)
The Companies Law (2004 Revision)
TAKE NOTICE that the following special written resolution
(resolution 1) and ordinary resolution (resolution 2) were
passed by the shareholder of the above-mentioned company at an
extraordinary general meeting on the 6th December 2005:
THAT the company be placed in voluntary winding up;
THAT Commerce Corporate Services Limited be appointed as
liquidator of the company.
Date of Liquidation: 30th January 2006.
CONTACT: COMMERCE CORPORATE SERVICES LIMITED
Voluntary Liquidator
P.O. Box 694GT, Grand Cayman
Cayman Islands
Telephone: 949-8666
Facsimile: 949-0626
CELESTE (IFI): Creditors to Prove Debts On/Before Jan. 18
---------------------------------------------------------
CELESTE (IFI) LIMITED
(In Voluntary Liquidation)
The Companies Law (2004 Revision)
The following special resolution was passed by the shareholders
of this company at an extraordinary general meeting held on 5th
December 2005:
RESOLVED that the Company be placed into voluntary liquidation
and that Westport Services Ltd. of P.O. Box 1111, Grand Cayman,
Cayman Islands, be appointed liquidator for the purpose of such
winding-up.
Creditors of the company are to prove their debts or claims on
or before 18th January 2006, and to establish any title they may
have under the Companies Law (2004 Revision), or be excluded
from the benefit of any distribution made before such debts are
proved or from objecting to the distribution.
Date of liquidation: 5th December 2005.
CONTACT: WESTPORT SERVICES LTD.
Voluntary Liquidator
P.O. Box 1111, Grand Cayman
Cayman Islands
Officer for enquiries: Ica Eden
Telephone: 345 949 5122
Facsimile: 345 949 7920
CRAYON (IFI): Shareholders Resolve to Liquidate Company
-------------------------------------------------------
CRAYON (IFI) LIMITED
(In Voluntary Liquidation)
The Companies Law (2004 Revision)
The following special resolution was passed by the shareholders
of this company at an extraordinary general meeting held on 5th
December 2005:
RESOLVED that the Company be placed into voluntary liquidation
and that Westport Services Ltd. of P.O. Box 1111, Grand Cayman,
Cayman Islands, be appointed liquidator for the purpose of such
winding-up.
Creditors of the company are to prove their debts or claims on
or before 18th January 2006, and to establish any title they may
have under the Companies Law (2004 Revision), or be excluded
from the benefit of any distribution made before such debts are
proved or from objecting to the distribution.
Date of liquidation: 5th December 2005.
CONTACT: WESTPORT SERVICES LTD.
Voluntary Liquidator
P.O. Box 1111, Grand Cayman
Cayman Islands
Officer for enquiries: Ica Eden
Telephone: 345 949-5122
Facsimile: 345 949-7920
CTMP FUNDING (BS): Commences Voluntary Liquidation
--------------------------------------------------
CTMP FUNDING CORP (BS)
(In Voluntary Liquidation)
The Companies Law (2004 Revision)
Take notice that the following special resolutions were passed
by the sole shareholder of the abovementioned company on 7th
December 2005.
IT WAS RESOLVED that the Company be placed into voluntary
liquidation in accordance with the terms of the Company Law and
that Bernard McGrath and David Walker be appointed joint
liquidators for that purpose.
Creditors of the Company are to prove their debts or claims on
or before 13th January 2006, and to establish any title they may
have under the Companies Law (2204 Revision), or to be excluded
from the benefit of any distribution made before the debts are
proved or from objecting to the distribution.
CONTACT: BERNARD MCGRATH
Joint Voluntary Liquidator
Caledonian House
PO Box 1043 GT
Tel: 9490050
Fax: 9498062
CTMP FUNDING (MS): To be Placed into Voluntary Liquidation
----------------------------------------------------------
CTMP FUNDING CORP (MS)
(In Voluntary Liquidation)
The Companies Law (2004 Revision)
Take notice that the following special resolutions were passed
by the sole shareholder of the abovementioned company on 7th
December 2005.
IT WAS RESOLVED that the Company be placed into voluntary
liquidation in accordance with the terms of the Company Law and
that Bernard McGrath and David Walker be appointed joint
liquidators for that purpose.
Creditors of the Company are to prove their debts or claims on
or before 13th January 2006, and to establish any title they may
have under the Companies Law (2204 Revision), or to be excluded
from the benefit of any distribution made before the debts are
proved or from objecting to the distribution.
CONTACT: BERNARD MCGRATH
Joint Voluntary Liquidator
Caledonian House, PO Box 1043 GT
Tel 949-0050
Fax 949-8062
CTMP II FC: Calls On Creditors to Prove Debts On/Before Jan. 13
---------------------------------------------------------------
CTMP II FC MONMOUTH (GCM)
(In Voluntary Liquidation)
The Companies Law (2004 Revision)
Take notice that the following special resolutions were passed
by the sole shareholder of the abovementioned company on 7th
December 2005.
IT WAS RESOLVED that the Company be placed into voluntary
liquidation in accordance with the terms of the Company Law and
that Bernard McGrath and David Walker be appointed joint
liquidators for that purpose.
Creditors of the Company are to prove their debts or claims on
or before 13th January 2006, and to establish any title they may
have under the Companies Law (2204 Revision), or to be excluded
from the benefit of any distribution made before the debts are
proved or from objecting to the distribution.
CONTACT: BERNARD MCGRATH
Joint Voluntary Liquidator
Caledonian House, PO Box 1043 GT
Tel 9490050
Fax 9498062
DIRECTNET HOLDINGS: Taps John Cullinane, Derrie Boggess as JLs
--------------------------------------------------------------
DIRECTNET HOLDINGS (CAYMAN) LIMITED
(The "Company")
(In Voluntary Liquidation)
Companies Law (As Amended)
TAKE NOTICE THAT the following resolution was passed by the
shareholders of the Company by written resolution dated 28th
November 2005:
RESOLVED that the Company be voluntarily wound up and John
Cullinane and Derrie Boggess c/o Walkers SPV Limited, P.O. Box
908, George Town, Grand Cayman, Cayman Islands, be appointed as
joint liquidators to act for the purposes of such winding up.
NOTICE IS HEREBY GIVEN that the creditors of the Company which
is being wound up voluntarily are required within 30 days of the
publication of this notice, to send in their names and addresses
and the particulars of their debts and claims and the names and
addresses of their attorneys-at-law (if any) to the undersigned.
In default thereof, they will be excluded from the benefit of
any distribution made before such debts are proved.
Date of Publication of Notice: 7th December 2005
CONTACT: JOHN CULLINANE and DERRIE BOGGESS
Joint Voluntary Liquidators
c/o Walkers SPV Limited
Walker House, P.O. Box 908
George Town, Grand Cayman
Contact for enquiries: John Cullinane
Telephone: (345) 914-6305
EUSTOMA IAM: Liquidation Kicks Off
----------------------------------
EUSTOMA IAM LIMITED
(In Voluntary Liquidation)
The Companies Law (2004 Revision)
The following special resolution was passed by the shareholders
of this company at an extraordinary general meeting held on 5th
December 2005:
RESOLVED that the Company be placed into voluntary liquidation
and that Westport Services Ltd. of P.O. Box 1111, Grand Cayman,
Cayman Islands, be appointed liquidator for the purpose of such
winding-up.
Creditors of the company are to prove their debts or claims on
or before 18th January 2006, and to establish any title they may
have under the Companies Law (2004 Revision), or be excluded
from the benefit of any distribution made before such debts are
proved or from objecting to the distribution.
Date of liquidation: 5th December 2005.
CONTACT: WESTPORT SERVICES LTD.
Voluntary Liquidator
P.O. Box 1111, Grand Cayman
Cayman Islands
Officer for enquiries: Ica Eden
Telephone: 345 949-5122
Facsimile: 345 949-7920
FLAIR LIMITED: Names Westport Services as Liquidator
----------------------------------------------------
FLAIR LIMITED
(In Voluntary Liquidation)
The Companies Law (2004 Revision)
The following special resolution was passed by the shareholders
of this company at an extraordinary general meeting held on 6th
December 2005:
RESOLVED that the Company be placed into voluntary liquidation
and that Westport Services Ltd. of P.O. Box 1111, Grand Cayman,
Cayman Islands, be appointed liquidator for the purpose of such
winding-up.
Creditors of the company are to prove their debts or claims on
or before 18th January 2006, and to establish any title they may
have under the Companies Law (2004 Revision), or be excluded
from the benefit of any distribution made before such debts are
proved or from objecting to the distribution.
Date of liquidation: 6th December 2005.
CONTACT: WESTPORT SERVICES LTD.
Voluntary Liquidator
Officer for enquiries: Allison Lovinggood-Jackson
Telephone: 345 949 5122
Facsimile: 345 949 7920
P.O. Box 1111, Grand Cayman
Cayman Islands
GENTINANNA IAM: Creditors to Prove Debts On or Before Jan. 18
-------------------------------------------------------------
GENTINANNA IAM LIMITED
(In Voluntary Liquidation)
The Companies Law (2004 Revision)
The following special resolution was passed by the shareholders
of this company at an extraordinary general meeting held on 5th
December 2005:
RESOLVED that the Company be placed into voluntary liquidation
and that Westport Services Ltd. of P.O. Box 1111, Grand Cayman,
Cayman Islands, be appointed liquidator for the purpose of such
winding-up.
Creditors of the company are to prove their debts or claims on
or before 18th January 2006, and to establish any title they may
have under the Companies Law (2004 Revision), or be excluded
from the benefit of any distribution made before such debts are
proved or from objecting to the distribution.
Date of liquidation: 5th December 2005.
CONTACT: WESTPORT SERVICES LTD.
Voluntary Liquidator
P.O. Box 1111, Grand Cayman
Cayman Islands
Officer for enquiries: Ica Eden
Telephone: 345 949-5122
Facsimile: 345 949-7920
GRANDEUR REAL: Creditors to Prove Debts On/Before Jan. 28
---------------------------------------------------------
GRANDEUR REAL ESTATE LIMITED
(In Voluntary Liquidation)
The Companies Law (2004 Revision)
Creditors of this Company are to prove their debts and claims
and to establish any title they may have under the Companies Law
(2004 Revision) on or before 28th January 2006, or be excluded
from the benefit of any distribution made before the debts are
proved or from objecting to the distribution.
CONTACT: Reid Services Limited
PO Box 1350 GT, Clifton House
75 Fort Street, Grand Cayman
Cayman Islands
INTERNATIONAL FINANCIAL: Appoints Garry L. Founds as Liquidator
---------------------------------------------------------------
International Financial Corporation
(In Voluntary Liquidation)
The Companies Law (As Amended)
TAKE NOTICE THAT the following resolution was passed by the sole
shareholder of International Financial Corporation by written
resolution dated November 25, 2005:
RESOLVED that the Company be wound up and dissolved voluntarily.
RESOLVED FURTHER, that Garry L. Founds, of Mallor Clendening
Grodner & Bohrer, 511 Woodscrest Drive, P.O. Box 5787,
Bloomington, Indiana 47407, United States of America, be and
hereby is appointed liquidator and, in that connection, is
authorized to take all steps necessary to liquidate the Company.
NOTICE IS HEREBY GIVEN that the creditors of the Company that is
being wound up voluntarily are required, within 30 days of the
publication of this notice, to send in their names and addresses
and the particulars of their debts and claims and the names and
addresses of their attorneys-at-law (if any) to the undersigned.
In default thereof, they will be excluded from the benefit of
any distribution made before such debts are proved.
CONTACT: Mr. Garry L. Founds, Voluntary Liquidator
511 Woodscrest Drive, P.O. Box 5787
Bloomington, Indiana 47407-5787
ORBIT (IFI): To Liquidate Voluntarily
-------------------------------------
Orbit (IFI) Limited
(In Voluntary Liquidation)
The Companies Law (2004 Revision)
The following special resolution was passed by the shareholders
of Orbit (IFI) Limited at an extraordinary general meeting held
on December 5, 2005:
RESOLVED that the Company be placed into voluntary liquidation
and that Westport Services Ltd. of P.O. Box 1111, Grand Cayman,
Cayman Islands, be appointed liquidator for the purpose of such
winding-up.
Creditors of the Company are to prove their debts or claims on
or before January 18, 2006 and to establish any title they may
have under the Companies Law (2004 Revision), or be excluded
from the benefit of any distribution made before such debts are
proved or from objecting to the distribution.
Date of Liquidation: December 5, 2005
CONTACT: Westport Services Ltd., Voluntary Liquidator
Ica Eden
P.O. Box 1111, Grand Cayman, Cayman Islands
Telephone: 345 949-5122
Facsimile: 345 949-7920
OSIRIS IAM: Enters Voluntary Liquidation
----------------------------------------
Osiris Iam Limited
(In Voluntary Liquidation)
The Companies Law (2004 Revision)
The following special resolution was passed by the shareholders
of Osiris Iam Limited at an extraordinary general meeting held
on December 5, 2005:
RESOLVED that the Company be placed into voluntary liquidation
and that Westport Services Ltd. of P.O. Box 1111, Grand Cayman,
Cayman Islands, be appointed liquidator for the purpose of such
winding-up.
Creditors of the Company are to prove their debts or claims on
or before January 18, 2006 and to establish any title they may
have under the Companies Law (2004 Revision), or be excluded
from the benefit of any distribution made before such debts are
proved or from objecting to the distribution.
Date of Liquidation: December 5, 2005
CONTACT: Westport Services Ltd., Voluntary Liquidator
Ica Eden
P.O. Box 1111, Grand Cayman, Cayman Islands
Telephone: 345 949-5122
Facsimile: 345 949-7920
PHANTOM IAM: To be Placed Into Voluntary Liquidation
----------------------------------------------------
Phantom Iam Limited
(In Voluntary Liquidation)
The Companies Law (2004 Revision)
The following special resolution was passed by the shareholders
of Phantom Iam Limited at an extraordinary general meeting held
on December 5, 2005:
RESOLVED that the Company be placed into voluntary liquidation
and that Westport Services Ltd. of P.O. Box 1111, Grand Cayman,
Cayman Islands, be appointed liquidator for the purpose of such
winding-up.
Creditors of the Company are to prove their debts or claims on
or before January 18, 2006, and to establish any title they may
have under the Companies Law (2004 Revision), or be excluded
from the benefit of any distribution made before such debts are
proved or from objecting to the distribution.
Date of Liquidation: December 5, 2005.
CONTACT: Westport Services Ltd., Voluntary Liquidator
Ica Eden
P.O. Box 1111, Grand Cayman, Cayman Islands
Telephone: 345 949-5122
Facsimile: 345 949-7920
PRESTIGE REAL: Submission of Creditors' Claims Ends Jan. 28
-----------------------------------------------------------
Prestige Real Estate Limited
(In Voluntary Liquidation)
The Companies Law (2004 Revision)
Creditors of the Company are to prove their debts and claims and
to establish any title they may have under the Companies Law
(2004 Revision) on or before January 28, 2006, or be excluded
from the benefit of any distribution made before the debts are
proved or from objecting to the distribution.
CONTACT: Reid Services Limited
PO Box 1350 GT, Clifton House
75 Fort Street, Grand Cayman, Cayman Islands
PRIDE IAM: Voluntary Wind Up Begins
-----------------------------------
Pride Iam Limited
(In Voluntary Liquidation)
The Companies Law (2004 Revision)
The following special resolution was passed by the shareholders
of Pride Iam Limited at an extraordinary general meeting held on
December 5, 2005:
RESOLVED that the Company be placed into voluntary liquidation
and that Westport Services Ltd. of P.O. Box 1111, Grand Cayman,
Cayman Islands, be appointed liquidator for the purpose of such
winding-up.
Creditors of the Company are to prove their debts or claims on
or before January 18, 2006 and to establish any title they may
have under the Companies Law (2004 Revision), or be excluded
from the benefit of any distribution made before such debts are
proved or from objecting to the distribution.
Date of Liquidation: December 5, 2005
CONTACT: Westport Services Ltd., Voluntary Liquidator
Ica Eden
P.O. Box 1111, Grand Cayman, Cayman Islands
Telephone: 345 949-5122
Facsimile: 345 949-7920
RAYYAN IAM: Westport Services Ltd. Chosen as Liquidator
-------------------------------------------------------
Rayyan Iam Limited
(In Voluntary Liquidation)
The Companies Law (2004 Revision)
The following special resolution was passed by the shareholders
of Rayyan Iam Limited at an extraordinary general meeting held
on December 5, 2005:
RESOLVED that the Company be placed into voluntary liquidation
and that Westport Services Ltd. of P.O. Box 1111, Grand Cayman,
Cayman Islands, be appointed liquidator for the purpose of such
winding-up.
Creditors of the Company are to prove their debts or claims on
or before January 18, 2006, and to establish any title they may
have under the Companies Law (2004 Revision), or be excluded
from the benefit of any distribution made before such debts are
proved or from objecting to the distribution.
Date of Liquidation: December 5, 2005
CONTACT: Westport Services Ltd., Voluntary Liquidator
Ica Eden
P.O. Box 1111, Grand Cayman, Cayman Islands
Telephone: 345 949-5122
Facsimile: 345 949-7920
SFA CAPITAL: Creditors to Prove Claims Until Jan. 18
----------------------------------------------------
SFA Capital Limited
(In Voluntary Liquidation)
The Companies Law (2004 Revision)
The following special resolution was passed by the shareholders
of SFA Capital Limited at an extraordinary general meeting held
on December 6, 2005:
RESOLVED that the Company be placed into voluntary liquidation
and that Westport Services Ltd. of P.O. Box 1111, Grand Cayman,
Cayman Islands, be appointed liquidator for the purpose of such
winding-up.
Creditors of the Company are to prove their debts or claims on
or before January 18, 2006 and to establish any title they may
have under the Companies Law (2004 Revision), or be excluded
from the benefit of any distribution made before such debts are
proved or from objecting to the distribution.
Date of Liquidation: December 6, 2005
CONTACT: Westport Services Ltd., Voluntary Liquidator
Allison Lovinggood-Jackson
P.O. Box 1111, Grand Cayman, Cayman Islands
Telephone: 345 949 5122
Facsimile: 345 949 7920
SFA COLLECTION: Westport Services Ltd. to Supervise Wind Up
-----------------------------------------------------------
SFA Collection Limited
(In Voluntary Liquidation)
The Companies Law (2004 Revision)
The following special resolution was passed by the shareholders
of SFA Collection Limited at an extraordinary general meeting
held on December 6, 2005:
RESOLVED that the Company be placed into voluntary liquidation
and that Westport Services Ltd. of P.O. Box 1111, Grand Cayman,
Cayman Islands, be appointed liquidator for the purpose of such
winding-up.
Creditors of the Company are to prove their debts or claims on
or before January 18, 2006 and to establish any title they may
have under the Companies Law (2004 Revision), or be excluded
from the benefit of any distribution made before such debts are
proved or from objecting to the distribution.
Date of Liquidation: December 6, 2005
CONTACT: Westport Services Ltd., Voluntary Liquidator
Allison Lovinggood-Jackson
P.O. Box 1111, Grand Cayman, Cayman Islands
Telephone: 345 949 5122
Facsimile: 345 949 7920
SFA DESIGNER: To Wind Up Voluntarily
------------------------------------
SFA Designer Limited
(In Voluntary Liquidation)
The Companies Law (2004 Revision)
The following special resolution was passed by the shareholders
of SFA Designer Limited at an extraordinary general meeting held
on December 6, 2005:
RESOLVED that the Company be placed into voluntary liquidation
and that Westport Services Ltd. of P.O. Box 1111, Grand Cayman,
Cayman Islands, be appointed liquidator for the purpose of such
winding-up.
Creditors of the Company are to prove their debts or claims on
or before January 18, 2006 and to establish any title they may
have under the Companies Law (2004 Revision), or be excluded
from the benefit of any distribution made before such debts are
proved or from objecting to the distribution.
Date of Liquidation: December 6, 2005
CONTACT: Westport Services Ltd., Voluntary Liquidator
Allison Lovinggood-Jackson
P.O. Box 1111, Grand Cayman
Cayman Islands
Telephone: 345 949 5122
Facsimile: 345 949 7920
SFA FOLIO: Liquidator to Verify Creditors' Claims Until Jan. 18
---------------------------------------------------------------
SFA Folio Limited
(In Voluntary Liquidation)
The Companies Law (2004 Revision)
The following special resolution was passed by the shareholders
of SFA Folio Limited at an extraordinary general meeting held on
December 6, 2005:
RESOLVED that the Company be placed into voluntary liquidation
and that Westport Services Ltd. of P.O. Box 1111, Grand Cayman,
Cayman Islands, be appointed liquidator for the purpose of such
winding-up.
Creditors of the Company are to prove their debts or claims on
or before January 18, 2006 and to establish any title they may
have under the Companies Law (2004 Revision), or be excluded
from the benefit of any distribution made before such debts are
proved or from objecting to the distribution.
Date of Liquidation: December 6, 2005
CONTACT: Westport Services Ltd., Voluntary Liquidator
Allison Lovinggood-Jackson
P.O. Box 1111, Grand Cayman
Cayman Islands
Telephone: 345 949 5122
Facsimile: 345 949 7920
SFA LABEL: Claims Verification to End Jan. 18
---------------------------------------------
SFA Label Limited
(In Voluntary Liquidation)
The Companies Law (2004 Revision)
The following special resolution was passed by the shareholders
of SFA Label Limited at an extraordinary general meeting held on
December 6, 2005:
RESOLVED that the Company be placed into voluntary liquidation
and that Westport Services Ltd. of P.O. Box 1111, Grand Cayman,
Cayman Islands, be appointed liquidator for the purpose of such
winding-up.
Creditors of the Company are to prove their debts or claims on
or before January 18, 2006 and to establish any title they may
have under the Companies Law (2004 Revision), or be excluded
from the benefit of any distribution made before such debts are
proved or from objecting to the distribution.
Date of Liquidation: December 6, 2005
CONTACT: Westport Services Ltd., Voluntary Liquidator
Allison Lovinggood-Jackson
P.O. Box 1111, Grand Cayman
Cayman Islands
Telephone: 345 949 5122
Facsimile: 345 949 7920
SOLAR IAM: Liquidator Selected for Wind Up
------------------------------------------
Solar Iam Limited
(In Voluntary Liquidation)
The Companies Law (2004 Revision)
The following special resolution was passed by the shareholders
of Solar Iam Limited at an extraordinary general meeting held on
December 5, 2005:
RESOLVED that the Company be placed into voluntary liquidation
and that Westport Services Ltd. of P.O. Box 1111, Grand Cayman,
Cayman Islands, be appointed liquidator for the purpose of such
winding-up.
Creditors of the Company are to prove their debts or claims on
or before January 18, 2006 and to establish any title they may
have under the Companies Law (2004 Revision), or be excluded
from the benefit of any distribution made before such debts are
proved or from objecting to the distribution.
Date of Liquidation: December 5, 2005
CONTACT: Westport Services Ltd., Voluntary Liquidator
Ica Eden
P.O. Box 1111, Grand Cayman, Cayman Islands
Telephone: 345 949-5122
Facsimile: 345 949-7920
TITUREL INVESTMENTS: Starts Liquidation Process
-----------------------------------------------
Titurel Investments Limited
(In Voluntary Liquidation)
Companies Law (As Amended)
TAKE NOTICE THAT the following resolution was passed by the
shareholders of Titurel Investments Limited by written
resolution dated December 8, 2005:
RESOLVED that the Company be voluntarily wound up and John
Cullinane and Derrie Boggess c/o Walkers SPV Limited, P.O. Box
908, George Town, Grand Cayman, Cayman Islands, be appointed as
joint liquidators to act for the purposes of such winding up.
NOTICE IS HEREBY GIVEN that the creditors of the Company which
is being wound up voluntarily are required within 30 days of the
publication of this notice, to send in their names and addresses
and the particulars of their debts and claims and the names and
addresses of their attorneys-at-law (if any) to the undersigned.
In default thereof, they will be excluded from the benefit of
any distribution made before such debts are proved.
Date of Publication: December 8, 2005
CONTACT: John Cullinane and Derrie Boggess
Joint Voluntary Liquidators
c/o Walkers SPV Limited
Walker House, P.O. Box 908
George Town, Grand Cayman
Telephone: (345) 914-6305
VERNUS (IFI): Westport Services Appointed as Liquidator
-------------------------------------------------------
Vernus (IFI) Limited
(In Voluntary Liquidation)
The Companies Law (2004 Revision)
The following special resolution was passed by the shareholders
of Vernus (IFI) Limited at an extraordinary general meeting held
on December 5, 2005:
RESOLVED that the Company be placed into voluntary liquidation
and that Westport Services Ltd. of P.O. Box 1111, Grand Cayman,
Cayman Islands, be appointed liquidator for the purpose of such
winding-up.
Creditors of the Company are to prove their debts or claims on
or before January 18, 2006 and to establish any title they may
have under the Companies Law (2004 Revision), or be excluded
from the benefit of any distribution made before such debts are
proved or from objecting to the distribution.
Date of Liquidation: December 5, 2005
CONTACT: Westport Services Ltd., Voluntary Liquidator
Ica Eden
P.O. Box 1111, Grand Cayman, Cayman Islands
Telephone: 345 949-5122
Facsimile: 345 949-7920
===============
C O L O M B I A
===============
TRANSGAS DE OCCIDENTE: Rating Reflects Sluggish NatGas Demand
-------------------------------------------------------------
Rationale
The 'BB' foreign currency rating on TransGas de Occidente S.A.'s
US$240 million notes due 2010 reflects the risk of a single
source of bond repayment--the monthly tariff paid to TransGas by
Ecopetrol S.A. under a transportation services contract (TSC).
In addition, the rating reflects sluggish natural gas demand in
Colombia, which may affect economic incentives to operate the
TransGas project.
The surplus of hydroelectric power in Colombia adversely affects
Transgas because thermal power plants, which are the project's
major consumers, are not using gas at the originally assumed
levels. Currently, TransGas's utilization rate ranges between
35% and 38%. While the low throughput does not affect TransGas's
performance and the transportation tariff schedule, it appears
to make the project less economic for Ecopetrol than
anticipated.
Positive factors that mitigate the project's risks are a
performance-driven tariff linked to the pipeline's availability,
which continues at 100%, and protective clauses that either
cancel or lessen risks derived from dispute resolution and
exchange risk.
Bond repayment ranks pari passu with all other present and
future indebtedness of TransGas, and it depends fully on
Ecopetrol's tariff payments. Credit comfort derives from a debt
service reserve of up to six months of interest and principal
payments, as well as a contingency subaccount of the debt
service reserve equivalent to $5 million, which can be used to
cover any cash shortfalls. There are no other alternative
sources of repayment other than the revenues associated with the
TSC. Notwithstanding the aforementioned strengths, Ecopetrol's
obligations under the TSC are not guaranteed, secured, or
otherwise supported by the Colombian government.
The transaction contains a feature in the TransGas trust
indenture that stipulates that if TransCanada PipeLines Ltd. (A-
/Negative/--), through its wholly owned subsidiaries, reduces
its ownership of TransGas below 25%, the notes will be
redeemable at the option of any noteholder at par plus accrued
interest, plus a make-whole premium. However, TransCanada
continues to maintain its 46.5% stake in TransGas, and Standard
& Poor's does not expect material ownership changes to occur.
TransGas is a 344-kilometer (215 miles), 20-inch diameter
natural gas trunk line running from Mariquita in the central
region of Colombia to Cali in the country's southwest, and 47
lateral lines totaling about 430 kilometers (267 miles) along
the trunk line with metering stations to connect with
distribution networks. The pipeline's design capacity is about
234 million cubic feet per day without compression. The two
major sponsors are TCPL Marcali, a subsidiary of TransCanada,
and BP Colombia, a subsidiary of British Petroleum Co. PLC
(AA+/Stable/A-1+).
TransGas was formed to build, operate, and maintain the pipeline
along with the associated lateral lines, and after the 20-year
period, Ecopetrol has the option to purchase the pipeline for 1%
of the construction cost. The project is part of the Colombian
government's strategy to substitute the use of electricity and
fuel oil with natural gas, formally known as the Gas Plan.
Even though the pipeline's utilization rate is below the
original estimates, TransGas posted adequate results as of
September 2005 with operating revenues of $53 million, and a
DSRC of 1.5x. To date, TransGas has met all scheduled debt-
service payments; the next payment is scheduled for May 2006.
Outlook
The outlook reflects the expected stability of funds from
Ecopetrol and its dependency and close links with the Republic
of Colombia, which are supported by the government's ownership
of Ecopetrol, the importance of the oil company to public-sector
revenues and to the country's economy, and the considerable
government's oversight of the company's activities. A shift in
the Republic of Colombia's creditworthiness, reduced support
from the Colombian government to its Gas Plan, or another
unforeseen event that could jeopardize complete and timely
payments to the project would result in a negative rating action
by Standard & Poor's.
Primary Credit Analyst: Luis Manuel Martinez, Mexico City
(52) 55-5081-4462; luis_martinez@standardandpoors.com
Secondary Credit Analyst: Fabiola Ortiz, Mexico City
(52) 55-5081-4449; fabiola_ortiz@standardandpoors.com
===================================
D O M I N I C A N R E P U B L I C
===================================
TRICOM: Operating Losses Down 59% in 3Q05 Vs. 3Q04
--------------------------------------------------
Tricom, S.A. (OTC Bulletin Board: TRICY - News) announced
Wednesday consolidated unaudited financial and operational
results for the third quarter and first nine months of 2005.
Results of Operations
Operating revenues grew 12.1 percent to $55.1 million for the
2005 third quarter compared to $49.2 for the 2004 third quarter,
and increased by 24 percent to $165.5 million during the first
nine months of 2005 compared to $133.5 million for the first
nine months of 2004. These results were driven by the continued
growth of the Company's core domestic businesses coupled with
the appreciation of the value of the Dominican peso. The revenue
growth was primarily driven by the Company's domestic telephony,
cable, mobile, and data & Internet services, offset by slightly
lower international long distance revenues.
Operating losses declined by approximately 59 percent to $5.4
million during the 2005 third quarter compared to $13.4 million
during the 2004 third quarter, and by 65 percent to $12.4
million during the first nine months of 2005 compared to $35.5
million for the first nine months of 2004. The improvement in
the Company's operating performance during the 2005 third
quarter and first nine months of the year is attributable to
improved margins, resulting from higher operating revenues.
Consolidated operating costs and expenses declined by 3.2
percent to $60.6 million in the 2005 third quarter, primarily
due to lower depreciation and amortization charges and cost of
sales and services, offset by higher selling, general and
administrative expenses (SG&A). Total operating costs and
expenses during the first nine months of the year increased by
5.3 percent to $178.0 million primarily due to higher selling,
general and administrative expenses (SG&A) due in large part to
the increase in the average value of the Dominican Peso.
Net interest expense increased by 8.2 percent to $16.2 million
in the 2005 third quarter, and by 10.7 percent to $49.1 million
during the first nine months of the year primarily due to
currency appreciation impacting peso-denominated interest
bearing indebtedness, as well as cumulative penalties for debt
in arrears. The Company is in default with respect to its
outstanding indebtedness, approximately $448.7 million principal
amount as of September 30, 2005.
Net loss totaled $20.2 million, or $0.31 per share, for the 2005
third quarter, and $60.4 million, or $0.93 per share, for the
first nine months of the year.
Financial Restructuring Update
The Company understands that certain of its creditors, including
an ad hoc committee of holders of its 11-3/8 percent Senior
Notes, along with GFN Corporation, the Company's majority
shareholder, continue to engage in discussions regarding an
agreement on a consensual financial restructuring of the
Company's balance sheet. The Company's future results and its
ability to continue operations will depend on the successful
conclusion of the restructuring of its indebtedness.
Since these negotiations are ongoing, the value and treatment of
the Company's existing secured and unsecured obligations, as
well as that of the interest of its existing shareholders, is
uncertain at this time. Even if a restructuring can be
completed, the value of the Company's existing debt securities
and instruments is expected to be substantially less than the
current recorded face amount of such obligations, and investors
in the Company's equity interests, including the American
Depository Shares, are expected to receive little or no value
with respect to their investment.
About TRICOM
Tricom, S.A. is a full-service communications services provider
in the Dominican Republic. We offer local, long distance,
mobile, cable television and broadband data transmission and
Internet services. Through Tricom USA, we are one of the few
Latin American-based long distance carriers that is licensed by
the U.S. Federal Communications Commission to own and operate
switching facilities in the United States. Through our
subsidiary, TCN Dominicana, S.A., we are the largest cable
television operator in the Dominican Republic, based on our
number of subscribers and homes passed.
To see financial statements: http://bankrupt.com/misc/Tricom.txt
CONTACT: Investor Relations
Ph +1-(809) 476-4012
E-mail: investor.relations@tricom.net
URL: http://www.tricom.net
=============
E C U A D O R
=============
PETROECUADOR: Lacks Trained Staff to Run Oxy's Operations
---------------------------------------------------------
Ecuador's state-owned oil company Petroecuador may need to hire
Occidental Petroleum Company's (Oxy) existing workforce should
it be obliged to take over the latter's management, suggests Dow
Jones Newswires.
Ecuador's government is threatening to take away Oxy's operating
license, alleging the U.S. firm broke more than 40 terms of its
operating contract, including the transfer of a 40% stake in
Block 15 of the Amazon oil-drilling zone to Canada's EnCana
Corp. without proper authorization.
Petroecuador now faces growing pressure to take over the Oxy
contract.
Company Executive President, Luis Roman, said Petroecuador would
be ready for the challenge of running the Occidental field if
called upon, like the time when U.S.-based oil giant Texaco left
Ecuador after its operating license expired.
But "if we had to take on the challenge of running the
Occidental fields, we would need to hire the firm's specialists
because we don't have the 400 trained staff to run the company's
operations, which use high technology," said Mr. Roman.
Meanwhile, Occidental has denied the Ecuadorian government's
allegations and is preparing its defense, which must be
presented by Jan. 14.
===========
M E X I C O
===========
CABLEMAS: Moody's Assigns B1 Corporate Family Rating
----------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating
to Cablemas. The outlook is stable. This rating action is in
accordance with the B1 ratings Moody's assigned to Cablemas,
S.A. de C.V.'s US$175 million of senior unsecured notes, with a
stable outlook, on November 4th, 2005. The proceeds of the issue
were used to refinance debt and for capital expenditures.
=====================
P U E R T O R I C O
=====================
CENTENNIAL COMMUNICATIONS: Completes Principal Amount Offering
--------------------------------------------------------------
Centennial Communications Corp. (the "Company") completed on
December 21, 2005 the offering of (i) $350 million aggregate
principal amount of its Senior Floating Rate Notes due 2013 (the
"Floating Rate Notes") and (ii) $200 million aggregate principal
amount of its 10% Senior Notes due 2013 (the "Fixed Rate Notes"
and, together with the Floating Rate Notes, collectively, the
"Notes") pursuant to Rule 144A and Regulation S under the
Securities Act of 1933, as amended (the "Notes Offering"). In
connection with the Notes Offering, the Company entered into an
indenture and a registration rights agreement with respect to
each series of Notes.
The Floating Rate Notes were issued under an indenture, dated as
of December 21, 2005, with U.S. Bank National Association, as
trustee (the "Floating Rate Notes Indenture"). The Fixed Rate
Notes were issued under an indenture, dated as of December 21,
2005, with U.S. Bank National Association, as trustee (the
"Fixed Rate Notes Indenture" and, together with the Floating
Rate Notes Indenture, collectively, the "Indentures").
The Floating Rate Notes Indenture provides, among other things,
that the Floating Rate Notes will bear interest at a floating
rate, which will be reset quarterly, based on three-month London
Interbank Offered Rate plus 5.75%, payable quarterly in arrears,
on January 1, April 1, July 1 and October 1 of each year,
commencing on April 1, 2006. The Fixed Rate Notes Indenture
provides, among other things, that the Fixed Rate Notes will
bear interest at a rate per annum equal to 10%, payable semi-
annually in arrears on April 1 and October 1 of each year,
commencing on April 1, 2006.
The Company may redeem the Floating Rate Notes at its option at
any time on or after January 1, 2008, in whole or from time to
time in part, at the redemption prices specified in the Floating
Rate Notes Indenture together with accrued and unpaid interest.
In addition, prior to January 1, 2008, the Company may redeem up
to 35% of the Floating Rate Notes with the proceeds of certain
equity offerings at 100% of the aggregate principal amount
thereof, plus accrued and unpaid interest and plus a premium
equal to the interest rate per year that is then applicable to
the Floating Rate Notes on the date on which notice of
redemption is given.
The Company may redeem the Fixed Rate Notes at its option at any
time on or after January 1, 2009, in whole or from time to time
in part, at the redemption prices specified in the Fixed Rate
Notes Indenture together with accrued and unpaid interest. Prior
to January 1, 2009, the Company may redeem up to 35% of the
Fixed Rate Notes with the proceeds of certain equity offerings
at 110% of the aggregate principal amount thereof, plus accrued
and unpaid interest. In addition, prior to January 1, 2009, the
Company may redeem all of the Fixed Rate Notes upon a change of
control at 110% of the aggregate principal amount thereof, plus
accrued and unpaid interest, prior to January 1, 2008 and at par
plus accrued and unpaid interest, and plus a make whole premium
after January 1, 2008 but before January 1, 2009. In addition,
prior to January 1, 2009, the Company may redeem all of the
Fixed Rate Notes with the proceeds of asset sales at 110% of the
aggregate principal amount thereof, plus accrued and unpaid
interest, prior to January 1, 2008 and at par plus accrued and
unpaid interest and plus a make whole premium after January 1,
2008 but before January 1, 2009.
Each of the Indentures provides that, upon a change of control
of the Company, the Company will be required to make an offer to
purchase the related Notes at 101% of their aggregate principal
amount, plus accrued and unpaid interest.
Each of the Indentures contains covenants that will, among other
things and subject to a number of qualifications and exceptions,
limit the ability of the Company and its subsidiaries to incur
or guarantee additional indebtedness or issue preferred stock;
grant liens on assets; pay dividends or make distributions to
the Company's stockholders; repurchase or redeem capital stock
or subordinated indebtedness; make investments or acquisitions;
incur restrictions on the ability of the Company's subsidiaries
to pay dividends or to make other payments to the Company; enter
into transactions with the Company affiliates; merge or
consolidate with other companies; and transfer or sell assets.
There are no material relationships between U.S. Bank National
Association and the Company or any of their respective
affiliates, other than (i) U.S.Bank National Association's
service as trustee, registrar and paying agent under the
Indentures and (ii) U.S. Bank National Association's service as
trustee, registrar and paying agent under the indenture for the
Company's 8-1/8% Senior Notes due 2014 and the indenture for the
Company's 10-1/8% Senior Notes due 2013.
Registration Rights Agreements
In connection with the Notes Offering, the Company entered into
a registration rights agreement with respect to the Floating
Rate Notes (the "Floating Rate Notes Registration Rights
Agreement"), dated as of December 21, 2005, with the initial
purchaser of the Notes, Credit Suisse First Boston LLC (the
"Initial Purchaser") and a registration rights agreement with
respect to the Fixed Rate Notes (together with the Floating Rate
Notes Registration Rights Agreement, the "Registration Rights
Agreements"), dated as of December 21, 2005, with the Initial
Purchaser. Each of the Registration Rights Agreements requires
the Company to use its reasonable best efforts (i) to file with
the Securities and Exchange Commission ("SEC") a registration
statement (the "Exchange Offer Registration Statement") covering
an offer (the "Exchange Offer") to exchange the applicable
series of Notes for freely tradeable notes with substantially
similar terms within 120 days after the issue date of the Notes,
(ii) to cause such Exchange Offer Registration Statement to be
declared effective by the SEC within 180 days of the closing
date of the Notes Offering, (iii) to keep such Exchange Offer
Registration Statement effective until the consummation of the
Exchange Offer, (iv) to consummate the exchange offer within 210
days after the closing date of the Notes Offering; or (v) to
file a shelf registration statement for the resale of the Notes
if any changes in law or the applicable interpretations of the
staff of the SEC do not permit the Company to effect the
Exchange Offer, if for any other reason the Exchange Offer
Registration Statement is not consummated within 210 days of the
closing date of the Notes Offering and under certain other
circumstances.
In addition, the interest payable on the Notes of a particular
series will increase by 0.50% if the Company fails to satisfy
certain obligations contained in the Registration Rights
Agreements.
The Initial Purchaser and its affiliates have performed
investment banking, commercial banking, financial advisory and
lending services for the Company and its affiliates from time to
time, for which they have received customary compensation, and
may do so in the future. An affiliate of the Initial Purchaser
is administrative agent and lender under the Company's senior
secured credit agreement (the "Senior Credit Facility"). In
connection with the Notes Offering, approximately $39.5 million
of the term loan under the Senior Credit Facility was repaid.
The Initial Purchaser and funds affiliated with the Initial
Purchaser collectively own less than 2% interests in Blackstone
Offshore Capital Partners III, L.P. and Welsh, Carson, Anderson
& Stowe VIII, L.P., each of whom are stockholders of the
Company.
Amendment to Senior Credit Facility
On December 21, 2005, the Company entered into an amendment to
its Senior Credit Facility (the "Amendment"), which allowed the
issuance of the Notes and the payment of a special cash dividend
and which made other changes to the Senior Credit Facility that
allow the Company additional operational flexibility, including
adjustments to the financial covenants contained in the Senior
Credit Facility.
From time to time, some of the lenders under the Senior Credit
Facility and their affiliates have provided, and may in the
future provide, investment banking and commercial banking
services and general financing and other services to the Company
for which they have in the past received, and may in the future
receive, customary fees (some of such relationships are
disclosed elsewhere in this report).
CONTACT: Centennial Communications Corp.
Steve E. Kunszabo
Director, Investor Relations
Phone: 732-556-2220
URL: http://www.centennialwireless.com/
=================
V E N E Z U E L A
=================
SIDOR: To Invest $70M Next Year to Increase Production
------------------------------------------------------
Steelmaker Sidor plans to invest US$70 million in 2006 as part
of a plan to increase production to 5Mt by 2007, reports
Business News Americas.
"The steelmaker plans to undertake a series of infrastructure
improvements to expand production capacity," said Sidor CEO
Julian Eguren.
Mr. Eguren said Sidor is in talks with shipbuilder Diques
Astilleros Nacionales about the Venezuelan government's plan to
assemble ships in the country, for which Sidor could provide
steel sheets.
Puerto Ordaz-based Sidor is controlled by Argentine-Italian
group Techint. The Company is part of the recently created
steelmaking group Ternium, which includes Mexican steelmaker
Hylsamex and Argentina's Siderar.
PDVSA: To Increase Taxes for Four Orinoco Projects to 50%
---------------------------------------------------------
State oil firm Petroleos de Venezuela SA (PDVSA) has presented
to the national assembly a proposal to increase the tax rate for
four extra-heavy upgrading projects in the Orinoco oil belt to
50%, reports Business News Americas.
The crude upgrading projects - Ameriven, Petrozuata, Sincor and
Cerro Negro - pay only 34% tax while all other exploration and
production projects in Venezuela pay 50%.
PDVSA president and energy and oil minister Rafael Ramirez said
it does not make sense that some oil projects pay one rate and
others a different one.
"We want to introduce a reform to the tax code next year in
which we are proposing that all oil activities pay 50%," Ramirez
said.
This would be the third tax hike for the four projects in less
than a year. Late last year, they had their royalty rate
increased from 1% to 16%. Subsequently, the government announced
it would levy a surtax of 30% on all production deemed "surplus"
and now comes the proposal for a new, higher tax rate.
***********
S U B S C R I P T I O N I N F O R M A T I O N
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co-published by Bankruptcy Creditors' Service, Inc., Fairless
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Copyright 2005. All rights reserved. ISSN 1529-2746.
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