/raid1/www/Hosts/bankrupt/TCRLA_Public/061129.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, November 29, 2006, Vol. 7, Issue 237
Headlines
A R G E N T I N A
BANCO MACRO: To Offer US$150 Mil. Non-Cumulative Jr. Sub. Bonds
CAMIONES SAN: Claims Verification Deadline Is Set for Dec. 5
INDUSTRIAS METALURGICAS: Wins Porce Plant US$37M Supply Contract
LIMPIEZA EXPRESS: Asks for Court Approval to Reorganize Business
PINNACLE: Retains C. Zeitz as Spokesman for Atlantic City Entry
TELEFONINCA DE ARGENTINA: Boosting Satellite Investment Budget
TELEFONICA DE ARGENTINA: Launches Wi-Fi Service in Ushuaia
TIPHARETH SA: Trustee Verifies proofs of Claim Until Dec. 6
* ARGENTINA: Restores Natural Gas Exports to Chile
B A H A M A S
AES: Researching Improved Carbon Dioxide Capture with Praxair
AES CORP: reEarth to Host LNG Protest Concert in The Bahamas
COMPLETE RETREATS: Hires D. Recano as Claims & Balloting Agent
COSQUEN SAIC: Deadline for Verification of Claims Is on Dec. 6
EURO AXS: Last Day for Verification of Claims Is on Feb. 27
B E R M U D A
GALVEX HOLDINGS: Meeting of Creditors Continued to Dec. 4
SEA CONTAINERS: Gets GBP35.7-Million Dividend from GNER
SCOTTISH RE: MassMutual & Cerberus Investing US$600MM in Firm
SCOTTISH RE: Cypress Supports MassMutual's Equity Investment
SCOTTISH RE: Fitch Holds NegWatch Despite MassMutual Investment
SCOTTISH RE: Moody's Continues Review Pending MassMutual Deal
B R A Z I L
AGCO CORP: To Launch US$175MM Convertible Senior Notes Offering
AUTOCAM CORP: Default Risks Cue Moody's to Review Junk Ratings
BANCO DAYCOVAL: Joins IFC Global Trade Finance as Issuing Bank
BANCO DO BRASIL: Nelson Rocha Augusto Resigning as Unit's Head
BANCO DO BRASIL: Rossano Maranhao to Stay as Chief Executive
BANCO NACIONAL: Celpe Seeking BRL243 Million Loan from Bank
BANCO NACIONAL: Grants BRL17 Million Financing to Karsten SA
CENTRAIS ELECTRICAS: Gov. May Sell Non-Controlling Stake in Firm
COMPANHIA SIDERURGICA: Bankers Buy Almost 11% Stake in Corus
COMPANHIA SIDERURGICA: Corus Gives More Time for Firm's Offer
COMPANHIA SIDERURGICA: Making Formal Bid for Corus Before Dec. 4
DURA AUTOMOTIVE: Court Approves First Day Motions
DURA AUTOMOTIVE: Hires Baker & McKenzie as General Counsel
MRS LOGISTICA: Getting US$100MM International Finance Corp. Loan
NOVELIS INC: Posts US$102 Million Net Loss in 2006 Third Quarter
PETROLEO BRASILEIRO: Uniao De Bancos Holds on to Contract
TAM SA: Begins Restructuring of 54 Stations to Reduce Costs
TELE NORTE: Postpones Shareholders Meeting for the Third Time
UNIAO DE BANCOS: Eyes Increase in Lending in 2007
UNIAO DE BANCOS: Holds on to Contract for Petroleo Brasileiro
C A Y M A N I S L A N D S
BIT FIRST: Last Shareholders Meeting Is Set for Dec. 1
CATYA INVESTMENTS: Last Shareholders Meeting Is Set for Dec. 1
CHINA WALDEN MANAGEMENT: Claims Filing Deadline Is on Dec. 1
CHINA WALDEN VENTURE: Filing of Proofs of Claim Is Until Dec. 1
CTMP II: Today Is Last Day to File Proofs of Claim
CTMP II (GS): Creditors Have Until Today to File Proofs of Claim
CURALIUM GENERAL: Calls Shareholders for Final Meeting on Dec. 1
GAZELLE GLOBAL: Liquidator to Present Wind Up Account on Dec. 1
ID (CAYMAN): Claims Verification Deadline Is on Dec. 1
IVY MA (2): Invites Shareholders for Final Meeting on Dec. 1
IVY MA (3): Sets Final Shareholders Meeting for Dec. 1
IVY MA (4): Shareholders to Gather for Final Meeting on Dec. 1
IVY MA (6): Shareholders to Gather for Last Meeting on Dec. 1
IVY MA (7): Shareholders to Convene for Last Meeting on Dec. 1
KAL JAPAN: Shareholders to Gather for Final Meeting on Dec. 1
MASTER FINANCE: Last Shareholders Meeting Is Set for Dec. 1
PRODUCAYMAN: Shareholders to Convene for Final Meeting on Dec. 1
WALDEN CHINA: Last Day for Proofs of Claim Filing Is on Dec. 1
WMG GLOBAL: Creditors Must File Proofs of Claim by Dec. 1
WMG GLOBAL (MASTER): Proofs of Claim Filing Is Until Dec. 1
C O S T A R I C A
* COSTA RICA: Will Vie for Hosting Central American Refinery
C U B A
* CUBA: Agriculture Ministry Works in 28 Projects with Venezuela
E C U A D O R
* ECUADOR: Fitch Says Likely Debt Restructuring Raises Concerns
E L S A L V A D O R
BANCO SALVADORENO: Fitch Ups Rating to BBB- from BB on HSBC Buy
BANCO SALVADORENO: S&P Ups Rating to BB+ from BB on HSBC Buy
SBARRO: MidOcean Partners Will Buy Company at Undisclosed Term
G U A T E M A L A
AFFILIATED COMP: Reports Results of Stock Option Investigation
AFFILIATED COMP: Investigation Results Cue S&P to Hold Watch
J A M A I C A
NATIONAL WATER: Reopens Systems Previously Closed by Flood Rains
M E X I C O
CABLEMAS SA: Reports Strong Third Quarter 2006 Results
FORD MOTOR: Moody's Holds Corporate Family Rating at B3
FORD MOTOR: Borrowing US$18BB for Restructuring, Added Liquidity
FORD MOTOR: New US$18MM Debt Cues Fitch to Lower Rating to B/RR4
FORD MOTOR: S&P Cuts Senior Unsecured Debt to CCC+ from B
GENERAL MOTORS: GMAC Mexicana Nine-Month Profits at MXN642 Mil.
GMAC LLC: GM Stake Sale to Cerebrus Cues S&P to Up Rating to BB+
GRAFTECH INTERNATIONAL: Earns US$9.8 Mil. in 2006 Third Quarter
MAXCOM TELECOMUNICACIONES: Moody's Rates US$200 Mln Notes at B3
MAXCOM TELECOMUNICACIONES: S&P Puts B Rating on US$200MM Notes
VISTEON CORP: Increases Seven-Year Term Loan by US$200 Million
P A N A M A
CHIQUITA BRANDS: Test-Marketing Specially Packed Bananas
PRIMER BANCO: HSBC Buy Cues Fitch to Up Ratings to BBB+ from BB+
PRIMER BANCO: Moody's Ups Rating to Baa2 from Ba1 on HSBC Buy
PRIMER BANCO: S&P Ups Rating to BBB- from BB+ on HSBC Buy
P U E R T O R I C O
CELESTICA INC: Appoints Craig Muhlhauser President & CEO
DRESSER INC: Restating 2001 Thru 2003 Annual Financial Reports
MUSICLAND HOLDING: Agrees to Adjourn Hayes' Hearing Today
MUSICLAND HOLDING: Court Approves St. Clair Settlement Agreement
T R I N I D A D & T O B A G O
BRITISH WEST: New Airline Disclosing First Jet in New Fleet
V E N E Z U E L A
PETROLEOS DE VENEZUELA: Furnace at Amuay Plant Out of Service
PETROLEOS DE VENEZUELA: Inks Oil Tanker Accord with Andrade
* VENEZUELA: Agriculture Ministry Works in 28 Projects with Cuba
* Large Companies with Insolvent Balance Sheets
- - - - -
=================
A R G E N T I N A
=================
BANCO MACRO: To Offer US$150 Mil. Non-Cumulative Jr. Sub. Bonds
---------------------------------------------------------------
Banco Macro S.A. plans to offer up to US$150 million of non-cumulative
junior subordinated debt securities under the Argentine Tier One Rules
during the fourth quarter of 2006, as part of a new financing program, in a
transaction exempt from the registration requirements of the U.S. Securities
Act of 1933. Banco Macro intends to use the net proceeds from the sale to
make loans in accordance with Argentine Central Bank guidelines.
The debt securities have not been and will not be registered under the U.S.
Securities Act of 1933 and may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements.
About Banco Macro
Banco Macro is a leading bank in Argentina. With the most extensive
private-sector branch network in the country, Banco Marco provides standard
banking products and services to a nationwide customer base. Banco Macro's
Class B shares are traded on the Buenos Aires Stock Exchange under the
symbol "BMA". ADS's representing Banco Macro's Class B shares are traded on
the New York Stock Exchange under the ticker symbol "BMA".
* * *
As reported in the Troubled Company Reporter on Nov. 16, 2006, Moody's
Investors Service assigned a B2 global foreign currency debt rating to Banco
Macro S.A.'s US$400,000,000 Global Medium Term Note Program and a B3
long-term foreign currency debt rating to the proposed US$150,000,000
subordinated notes that are due in 2036 and are to be issued under the
program. Moody's also assigned an A3.ar to the subordinated debt in
national scale. The outlook on the ratings is stable.
The Troubled Company Reporter also reported on Nov. 15, 2006, that Fitch is
expected to assign a 'B-/RR6' foreign currency long-term rating, and an
'A(arg)' national long-term rating to Banco Macro's forthcoming US$150
million subordinated bonds due 2036.
Fitch currently rates Banco Macro as:
-- Foreign and local currency long-term Issuer Default
Rating: 'B+' (Stable Outlook);
-- Short-term 'B';
-- Individual 'D';
-- Support '5';
-- National long-term 'AA(arg)'; and
-- National short-term 'A1+(arg)'.
CAMIONES SAN: Claims Verification Deadline Is Set for Dec. 5
------------------------------------------------------------
The court-appointed trustee for Camiones San Martin SA's reorganization
proceeding will verify creditors' proofs of claim until Dec. 5, 2006.
The trustee will present the validated claims in court as individual reports
on March 1, 2007. A court in Dolores, Buenos Aires will determine if the
verified claims are admissible, taking into account the trustee's opinion
and the objections and challenges raised by Camiones San and its creditors.
Inadmissible claims may be subject for appeal in a separate proceeding known
as an appeal for reversal.
The trustee will submit general report that contains an audit of Camiones
San's accounting and banking records. The report submission date has not
been disclosed.
The trustee is also in charge of administering Camiones San's assets under
court supervision and will take part in their disposal to the extent
established by law.
INDUSTRIAS METALURGICAS: Wins Porce Plant US$37M Supply Contract
----------------------------------------------------------------
Industrias Metalurgicas Pescarmona told Dow Jones Newswires that it has won
a US$37 million contract to supply equipment for Porce III, a hydroelectric
power plant in Colombia that has been funded by the Inter-American
Development Bank.
Industrias Metalurgicas said in a statement that through IMPSA Andina, its
Colombian unit, it will supply four turbines for the plant that will have a
capacity of 688 megawatts.
Industrias Metalurgicas is a supplier for projects in Malaysia, Venezuela
and Brazil, Dow Jones reports.
* * *
As reported in the Troubled Company Reporter-Latin America on Sept. 21,
2006, Fitch Argentina confirmed the BB- (arg) rating to the Obligaciones
Negociables Series 8, 9, 10, 11 and 12 issued by Industrias Metalurgicas
Pescarmona SA, and the D (arg) rating the ONs Series 2 for US$150 million
(effective balance US$804,000).
* * *
As reported in the Troubled Company Reporter-Latin America on July 18, 2006,
Moody's Latin America rated Industrias Metalurgicas Pescarmona's US$150
million bond issuance under its US$250 million global program at D. The
unpaid debt since May 20, 2002, amounts to US850,000. The rating action is
based on the company's financial standing at April 30, 2006.
LIMPIEZA EXPRESS: Asks for Court Approval to Reorganize Business
----------------------------------------------------------------
Court No. 15 in Buenos Aires is studying the merits of Limpieza Express SA's
petition to reorganize its business after it stopped paying its obligations
on Nov. 21, 2004.
The petition, once approved by the court, will allow Lipieza Express to
negotiate a settlement plan with its creditors in order to avoid a straight
liquidation.
Clerk No. 29 assists the court in the case.
The debtor can be reached at:
Limpieza Express SA
Hipolito Yrigoyen 615
Buenos Aires, Argentina
PINNACLE: Retains C. Zeitz as Spokesman for Atlantic City Entry
---------------------------------------------------------------
Pinnacle Entertainment, Inc., retained Carl Zeitz, a former New Jersey
gaming regulator, as a consultant to the company for public and community
relations related to its entry into the Atlantic City, N.J. casino market.
Mr. Zeitz, a former journalist, served as a member of the New Jersey Casino
Control Commission from 1980 to 1988, and in 1983 became the first
commission member to be reappointed. He served twice as vice chairman of
the agency, and at the conclusion of his public service established
Riverfront Associates, Inc., a Trenton-area firm specializing in public and
community relations, strategic communications and marketing information
services. Prior to government service, Zeitz was a reporter, principally
with The Associated Press at the New Jersey State House.
"Pinnacle Entertainment is pleased to be working with Carl Zeitz. He brings
a combination of insights and abilities to our development team from his
years as a journalist, service as a key gaming regulator and in the years
since as a public relations professional and businessperson," said Kim
Townsend, Executive Vice President, Pinnacle-Atlantic City.
"I am delighted to be affiliated with Pinnacle Entertainment, and welcome
the opportunity to work with the company in New Jersey," Mr. Zeitz said. "I
am impressed by the tremendous strides taken by the company during the past
four years and by the focused, energetic and able executive leadership
guiding Pinnacle Entertainment's ongoing growth and success."
Headquartered in Las Vegas, Nevada, Pinnacle Entertainment, Inc., (NYSE:
PNK) -- http://www.pnkinc.com/-- owns and operates casinos in Nevada,
Louisiana, Indiana and Argentina, owns a hotel in Missouri, receives lease
income from two card club casinos in the Los Angeles metropolitan area, has
been licensed to operate a small casino in the Bahamas, and owns a casino
site and has significant insurance claims related to a hurricane-damaged
casino previously operated in Biloxi, Mississippi. Pinnacle opened a major
casino resort in Lake Charles, Louisiana in May 2005 and a new replacement
casino in Neuquen, Argentina in July 2005.
* * *
As reported in the Troubled Company Reporter on Oct. 4, 2006, Moody's
Investors Service's confirmed Pinnacle Entertainment, Inc.'s B2 Corporate
Family Rating.
At the same time, Standard & Poor's Ratings Services affirmed its 'BB-'
rating and '1' recovery rating following Pinnacle Entertainment Inc.'s
US$250 million senior secured bank facility add-on.
TELEFONINCA DE ARGENTINA: Boosting Satellite Investment Budget
--------------------------------------------------------------
Juan Waehner, Telefonica de Argentina's chief executive, told Perfil that
the company will increase its planned investment budget in satellite
television and Internet protocol television infrastructure if the government
promises to ratify triple play regulations in the first few months of 2007.
Telefonica de Argentina would invest up to ARS200 million if the regulations
are implemented in the first few months of 2007. However, if they are
implemented towards the middle of 2007, the company will spend ARS20 million
to ARS80 million, Business News Americas says, citing Mr. Waehner.
According to BNamericas, major operators have been demanding that the
Argentine government allow them to offer bundled services over a single
network. Cable television operators are telling the government not to
change telecommunications legislation, claiming that changes would put them
out of business.
Telecoms authorities told BNamericas that they are studying changes to the
regulations. However, they have not stated when the changes would be ready.
Telefonica de Argentina is confident that it will be able to start offering
television services over broadband in the short term, BNamericas notes,
citing Mr. Waehner.
Mr. Waehner told BNamericas, "Our idea is to grow in the residential
broadband segment to offer attractive packages including TV and mobile and
fixed telephony. We also want to boost content development."
Telefonica de Argentina aims to reach almost 1 million broadband accesses by
2008, BNamericas says, citing Mr. Mr. Waehner.
"Telefonica will be one of the leading TV services providers in the local
market in the coming years," Mr. Waehner told BNamericas.
Headquartered in Buenos Aires, Argentina, Telefonica de Argentina SA --
http://www.telefonica.com.ar/-- provides telecommunication services, which
include telephony business both in Spain and Latin America, mobile
communications businesses, directories and guides businesses, Internet, data
and corporate services, audiovisual production and broadcasting, broadband
and Business-to-Business e-commerce activities.
* * *
Moody's Investors Service upgraded on May 27, 2006, the ratings on
Telefonica de Argentina, SA's Corporate Family Rating (foreign currency) to
B2 from B3 with stable outlook; Foreign currency issuer rating to B2 from B3
with stable outlook; and Senior Unsecured Rating (foreign currency) to B2
from B3 with stable outlook.
TELEFONICA DE ARGENTINA: Launches Wi-Fi Service in Ushuaia
----------------------------------------------------------
Telefonica de Argentina SA said in a statement that it has launched a Wi-Fi
service in Ushuaia, which is in Argentina's Tierra del Fuego province.
Telefonica de Argentina told Business News Americas that Wi-Fi will give the
almost 200,000 tourists expected to visit Ushuaia in 2007 access to wireless
broadband Internet.
"Telefonica (parent firm of Telefonica de Argentina) has signed several
agreements with provincial governments in order to promote the development
of tourism," Juan Waehner, the chief executive officer of Telefonica de
Argentina, told BNamericas.
According to BNamericas, Telefonica de Argentina has 3,234 broadband
connections -- almost 30,000 fixed lines and 47,300 mobile lines -- in
Tierra del Fuego.
Telefonica de Argentina told BNamericas that it has about 15,248 fixed lines
and 21,500 mobile lines in Ushuaia.
Headquartered in Buenos Aires, Argentina, Telefonica de Argentina SA --
http://www.telefonica.com.ar/-- provides telecommunication services, which
include telephony business both in Spain and Latin America, mobile
communications businesses, directories and guides businesses, Internet, data
and corporate services, audiovisual production and broadcasting, broadband
and Business-to-Business e-commerce activities.
* * *
Moody's Investors Service upgraded on May 27, 2006, the ratings on
Telefonica de Argentina, SA's Corporate Family Rating (foreign currency) to
B2 from B3 with stable outlook; Foreign currency issuer rating to B2 from B3
with stable outlook; and Senior Unsecured Rating (foreign currency) to B2
from B3 with stable outlook.
TIPHARETH SA: Trustee Verifies proofs of Claim Until Dec. 6
-----------------------------------------------------------
Alberto Guido Hosselet, the court-appointed trustee for Tiphareth SA's
bankruptcy proceeding, will verify creditors' proofs of claim until Dec. 6,
2006.
Mr. Hosselet will present the validated claims in court as individual
reports on March 6, 2007. A court in Buenos Aires will determine if the
verified claims are admissible, taking into account the trustee's opinion
and the objections and challenges raised by Tiphareth and its creditors.
Inadmissible claims may be subject for appeal in a separate proceeding known
as an appeal for reversal.
A general report that contains an audit of Tiphareth's accounting and
banking records will follow on Apr. 18, 2007.
Mr. Hosselet is also in charge of administering Tiphareth's assets under
court supervision and will take part in their disposal to the extent
established by law.
The debtor can be reached at:
Tiphareth SA
Cespedes 2437
Buenos Aires, Argentina
The trustee can be reached at:
Alberto Guido Hosselet
Luis Maria Campos 1160
Buenos Aires, Argentina
* ARGENTINA: Restores Natural Gas Exports to Chile
--------------------------------------------------
Karen Poniachik, the energy minister of Chile, told Reuters that Argentina
has fully restored exports of natural gas to Chile.
Reuters relates that Land Rover Argentina temporarily suspended natural gas
exports to Chile on Nov. 15 due to a workers protest in Neuquen, Argentina.
The cut hit supplies to northern Chile, where much of the nation's industry
is based, and the central region, the most heavily populated part of the
country.
Chile, which is poor in energy, gets all its natural gas from Argentina,
Reuters notes.
According to Reuters, Argentina has recently increased its gas prices and
cut exports to Chile to meet its own energy needs.
"Last night we got the final call from (Argentine) energy minister (Daniel)
Cameron. We are today with no supply restrictions whatsoever," Minister
Poniachick told reporters.
* * *
Fitch Ratings assigned these ratings on Argentina:
Rating Rating Date
Country Ceiling RD Dec. 14, 2005
Long Term IDR B Dec. 14, 2005
Short Term IDR B- Jun. 3, 2005
Local Currency
Long Term Issuer
Default Rating B Jun. 3, 2005
=============
B A H A M A S
=============
AES: Researching Improved Carbon Dioxide Capture with Praxair
-------------------------------------------------------------
AES Eastern Energy, a subsidiary of The AES Corp., and Praxair, Inc., plan
to research and demonstrate improved carbon dioxide capture technologies for
new and existing electric generation facilities in New York State. AES
Eastern Energy and Praxair will focus on opportunities to create
capture-ready technology designs for new generation plants and low-cost
retrofit options for existing generation facilities, including oxyfuel
combustion of coal.
"We are pleased to work with Praxair on this project, which furthers AES's
longstanding commitment to supporting the environment in New York State,"
said Pete Norgeot, President of AES Eastern Energy. "Since 1999, AES has
invested over US$100 million in environmental control technologies at our
facilities in New York. In addition to benefiting the environment, low cost
CO2 technology will help promote long-term economic development and energy
sector stability in New York by supporting the use of coal -- a low cost,
reliable fuel alternative."
AES Eastern Energy and Praxair intend to explore, research, design, and
potentially commercialize the implementation of CO2 emission reduction
technology for new and existing electric generation facilities. This effort
furthers New York State's involvement in the development of state-of-the-art
CO2 reduction technology and will help the state meet its goals for creating
fuel diversity and low cost, reliable energy solutions.
"The development of CO2 capture technology solutions, including oxyfuel
combustion of coal, requires the research expertise and experience that
Praxair offers along with AES's generation and operational expertise.
Combining the qualities of both companies will help bring about functional
and practical CO2 capture solutions," said Dante Bonaquist, Chief Scientist,
Praxair Research and Development. "We believe that the market will demand a
cost effective, reliable CO2 capture technology solution, which is why
Praxair supports AES's clean coal proposal. We believe that competition
among oxy-fuel combustion, pre-combustion and post combustion carbon capture
technologies will result in the best outcome for the environment, the energy
sector, the economy and the consumer."
About Praxair
Praxair is the largest industrial gases company in North and South America,
and one of the largest worldwide, with 2005 sales of US$7.7 billion. The
company produces, sells and distributes atmospheric and process gases, and
high-performance surface coatings. Praxair products, services and
technologies bring productivity and environmental benefits to a wide variety
of industries, including aerospace, chemicals, food and beverage,
electronics, energy, healthcare, manufacturing, metals and others.
AES Corp. -- http://www.aes.com-- and its subsidiaries engage
in the generation and distribution of electric power. It
generates power for sale to utilities and other wholesale
customers, as well as operates utilities that distribute power
to retail, commercial, industrial, and governmental customers
through integrated transmission and distribution systems. The
company operates through three segments: Contract Generation,
Competitive Supply, and Regulated Utilities.
AES Corp.'s Latin America business group is comprised of generation plants
and electric utilities in Argentina, Brazil, Chile, Colombia, Dominican
Republic, El Salvador, Panama and Venezuela. Fuels include biomass, diesel,
coal, gas and hydro. The group also pursues business development activities
in the region. AES has been in the region since May 1993, when it acquired
the CTSN power plant in Argentina.
* * *
As reported in the Troubled Company Reporter on Oct. 16, 2006,
Moody's Investors Service affirmed its B1 Corporate Family
Rating for AES Corp. in connection with the implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology. Additionally, Moody's revised its probability-of-
default ratings and assigned loss-given-default ratings on the
company's loans and bond debt obligations including the B1
rating on its senior unsecured notes 7.75% due 2014, which was
also given an LGD4 loss-given default rating, suggesting
noteholders will experience a 55% loss in the event of a
default.
AES CORP: reEarth to Host LNG Protest Concert in The Bahamas
------------------------------------------------------------
As the Liquid Natural Gas or LNG debate heats up in The Bahamas, local
Environmental group reEarth is set to host the country's first Environmental
Awareness concert to collect protest signatures against AES Corp.'s proposed
LNG plant to be cited at Ocean Cay.
The event, to be held on December 2 at Arawak Cay between 6 p.m. and 12
midnight.
"We have been overwhelmed by support and positive energy to hold this event
and to bring this collective voice to our Government, that we do not want
LNG now, or anytime in the future," said reEarth President Sam Duncombe.
Ms. Duncombe added, "Politicians are here to do what we, the people, tell
them to do and not continue to ignore our voice. Our message is loud and
clear: NO LNG, not now, not ever. This is an opportunity for Bahamians to
become aware of this issue, with an event that is fun, using music -- the
universal language -- to bring us all together."
AES Corp. plans to locate an LNG terminal at Ocean Cay, 8 miles from Cat Cay
in the Biminis, to the Northwest of the Bahamas chain. They also plan to
lay 100 miles of pipeline (43 miles through Bahamas waters) to feed Southern
Florida with the cheaper source of fuel. The project has been dogged by
delays due to protests in The Bahamas and Governmental bureaucracies.
Protesters are calling for a ban on LNG because of the inherent dangers to
the environment of The Bahamas, the terrorist threat it poses and the
problems of regulating an industry that bares no relevance to The Bahamas.
"Florida will not have LNG in its waters, or on its shores, so why should
we? All of the same risks that stop Florida from housing LNG in its
territories are the same for us here in The Bahamas. We need to preserve our
environs for our children, not look at risky ventures that could
de-stabilize our main economies like Tourism and Fishing for another
country's gain!" says Ms. Duncombe.
AES Corp. -- http://www.aes.com-- and its subsidiaries engage
in the generation and distribution of electric power. It
generates power for sale to utilities and other wholesale
customers, as well as operates utilities that distribute power
to retail, commercial, industrial, and governmental customers
through integrated transmission and distribution systems. The
company operates through three segments: Contract Generation,
Competitive Supply, and Regulated Utilities.
AES Corp.'s Latin America business group is comprised of generation plants
and electric utilities in Argentina, Brazil, Chile, Colombia, Dominican
Republic, El Salvador, Panama and Venezuela. Fuels include biomass, diesel,
coal, gas and hydro. The group also pursues business development activities
in the region. AES has been in the region since May 1993, when it acquired
the CTSN power plant in Argentina.
* * *
As reported in the Troubled Company Reporter on Oct. 16, 2006,
Moody's Investors Service affirmed its B1 Corporate Family
Rating for AES Corp. in connection with the implementation of
its new Probability-of-Default and Loss-Given-Default rating
methodology. Additionally, Moody's revised its probability-of-
default ratings and assigned loss-given-default ratings on the
company's loans and bond debt obligations including the B1
rating on its senior unsecured notes 7.75% due 2014, which was
also given an LGD4 loss-given default rating, suggesting
noteholders will experience a 55% loss in the event of a
default.
COMPLETE RETREATS: Hires D. Recano as Claims & Balloting Agent
--------------------------------------------------------------
The Honorable Alan H.W. Shiff of the U.S. Bankruptcy Court for the District
of Connecticut permitted Complete Retreats LLC and its debtor-affiliates to
employ Donlin, Recano & Company Inc. as their claims, notice, and balloting
agent, nunc pro tunc to Sept. 27, 2006.
Judge Shiff ruled that if the Debtors' cases are converted to cases under
Chapter 7 of the Bankruptcy Code:
* Donlin Recano's services as claims, noticing, and balloting
agent will automatically terminate without further Court
order; and
* Donlin Recano will not automatically be paid for its
services until the claims filed in the Chapter 11 cases
have been completely processed.
As reported in the Troubled Company Reporter on Oct. 11, 2006,
the Debtors have more than 5,000 creditors and other potential
parties-in-interest. The Debtors believe that the Bankruptcy
Clerk's Office is not equipped to (i) distribute notices, (ii)
process all of the proofs of claim filed in the Chapter 11 cases, and (iii)
assist in the balloting process.
According to Holly Felder Etlin, the Debtors' chief restructuring officer,
Donlin Recano was chosen based on its experience and the competitiveness of
its fees. Ms. Etlin noted that Donlin Recano has provided identical or
substantially similar services that the Debtors seek from it in other large
Chapter 11 cases.
As the Debtors' claims, notice, and balloting agent, Donlin
Recano will:
(a) design, maintain, and administer a claims database;
(b) provide copy and notice service consistent with the
applicable local bankruptcy rules;
(c) file with the Bankruptcy Clerk an affidavit or
certificate of service that includes a copy of the
notice, a list of persons to whom it was mailed, and the
date the notice was mailed;
(d) docket all claims received, maintain the official claims
registers for each of the Debtors, and provide the Clerk
with certified duplicate unofficial Claims Registers on a
monthly basis, unless otherwise directed;
(e) specify for each claim docketed in the applicable Claims
Register:
* the claim number assigned,
* the date received,
* the claimant's name and address or that of the agent
who filed the claim,
* the filed claim amount, if liquidated, and
* the classification of the claim;
(f) record and provide notices of all claims transfers as
required by Rule 3001 of the Federal Rules of Bankruptcy
Procedure;
(g) make changes in the Claims Register pursuant to an order
of the Court;
(h) turn over to the Clerk copies of the Claims Registers for
the Clerk's review upon completion of the docketing
process for all claims received to date by the Clerk's
office;
(i) maintain the Claims Register for public examination
without charge during regular business hours;
(j) maintain the official mailing list for each Debtor of all
entities that have filed a proof of claim and make the
list available to parties-in-interest or the Clerk upon
their request;
(k) assist with, among other things, solicitation,
calculation, and tabulation of votes and distribution;
and
(l) provide and maintain a web site where parties can view
the claims filed, status of claims, and pleadings or
other documents filed with the Court by the Debtors;
(m) box and transport all original documents in proper
format, as provided by the Clerk's office, to the Federal
Records Center at the close of the Debtors' bankruptcy
cases.
The Debtors will pay for Donlin Recano's consulting services at
these hourly rates:
Professional Hourly Rate
------------ -----------
Principals US$250
Sr. Bankruptcy Consultant/Attorneys US$170 - US$230
Bankruptcy Analysts US$130 - US$155
Programming Consultants US$135
Case Administrators US$65
Data Encoders US$35
The Debtors asked the Court to treat Donlin Recano's fees and
expenses as an administrative expense of their estates. The
Debtors further asked the Court for permission to pay Donlin
Recano's fees and expenses in the ordinary course of business
without the need for Donlin Recano to seek the Court's approval
of its fees and expenses.
Donlin Recano will maintain records of all services provided to
the Debtors, showing dates, categories of services, fees charged, and
expenses incurred and that it will serve monthly invoices on the counsel of
the Official Committee of Unsecured Creditors and any other official
committees that may be appointed in the Debtors' Chapter 11 cases.
In the event the Debtors' cases are converted to cases under
Chapter 7 of the Bankruptcy Code, the Debtors sought the Court's
permission to continue to pay Donlin Recano for its services
until the claims filed in the cases have been completely
processed. Moreover, if claims agent representation is necessary in the
converted Chapter 7 cases, the Debtors asked to continue paying Donlin
Recano's fees and expenses in accordance with Section 156(c).
Louis A. Recano, a principal of Donlin, Recano & Company, Inc.,
assured the Court that his firm neither holds nor represents any
interest adverse to the Debtors' respective estates on matters
for which it is to be employed and that it has no prior
connection with the Debtors. Donlin Recano is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code, Mr. Recano said.
About Complete Retreats
Complete Retreats, LLC, Preferred Retreats, LLC, and their
subsidiaries were founded in 1998. Owned by Robert McGrath and
four minority owners, the companies operate a five-star
hospitality and real estate management business and are a
pioneer and market leader of the "destination club" industry.
Under the trade name "Tanner & Haley Resorts," Complete
Retreats, et al.'s destination clubs have numerous individual
and company members.
Destination club members pay up-front membership deposits,
annual dues, and daily usage fees. In return, members and their
guests enjoy the use of first-class private residences, and
receive an array of luxurious services and amenities in certain
exotic vacation destinations in the United States and locations
around the world, including: Abaco, Bahamas; Cabo San Lucas,
Mexico; Nevis, West Indies; Telluride, Colorado; and Jackson
Hole, Wyoming.
Complete Retreats and its debtor-affiliates filed for chapter 11
protection on July 23, 2006 (Bankr. D. Conn. Case No. 06-50245
through 06-50306). Nicholas H. Mancuso, Esq., Jeffrey K. Daman,
Esq., Joel H. Levitin, Esq., David C. McGrail, Esq., Richard A.
Stieglitz Jr., Esq., at Dechert LLP, are representing the
Debtors in their restructuring efforts. Xroads Solutions Group,
LLC, is the Debtors financial and restructuring advisor. When
the Debtors filed for chapter 11 protection, they listed total
debts of US$308,000,000. (Complete Retreats Bankruptcy News, Issue No. 15;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).
COSQUEN SAIC: Deadline for Verification of Claims Is on Dec. 6
--------------------------------------------------------------
Agustin G. Llull, the court-appointed trustee for Cosquen SAIC's bankruptcy
proceeding, will verify creditors' proofs of claim until Dec. 6, 2006.
Under the Argentine bankruptcy law, Mr. Llull is required to present the
validated claims in court as individual reports. A court in Bahia Blanca,
Buenos Aires will determine if the verified claims are admissible, taking
into account the trustee's opinion and the objections and challenges raised
by Cosquen and its creditors.
Inadmissible claims may be subject for appeal in a separate proceeding known
as an appeal for reversal.
Mr. Llull will also submit a general report that contains an audit of
Cosquen's accounting and banking records. The report submission dates have
not been disclosed.
The debtor can be reached at:
Cosquen SAIC
Brasil 65, Bahia Blanca
Buenos Aires, Argentina
The trustee can be reached at:
Agustin G. Llull
Sarmiento 548, Bahia Blanca
Buenos Aires, Argentina
EURO AXS: Last Day for Verification of Claims Is on Feb. 27
-----------------------------------------------------------
Antonio Canada, the court-appointed trustee for Euro AXS SA's Bankruptcy
case, will verify creditors' proofs of claim until Feb. 27, 2007.
Under the Argentine bankruptcy law, Mr. Canada is required to present the
validated claims in court as individual reports. Court No. 12 in Buenos
Aires will determine if the verified claims are admissible, taking into
account the trustee's opinion and the objections and challenges raised by
Euro Axs and its creditors.
Inadmissible claims may be subject for appeal in a separate proceeding known
as an appeal for reversal.
Mr. Canada will also submit a general report that contains an audit of Euro
Axs' accounting and banking records. The report submission dates have not
been disclosed.
Euro Axs was forced into bankruptcy at the request of IDT Corporation de
Argentina SA, which it owes US$3,562.09.
Clerk No. 24 assists the court in the proceeding.
The debtor can be reached at:
Euro Axs SA
Maipu 31
Buenos Aires, Argentina
The trustee can be reached at:
Antonio Canada
Dr. Luis Belaustegui
Buenos Aires, Argentina
=============
B E R M U D A
=============
GALVEX HOLDINGS: Meeting of Creditors Continued to Dec. 4
---------------------------------------------------------
Diana G. Adams, the United States Trustee for Region 2, will continue the
meeting of Galvex Holdings Limited's creditors at 9:30 a.m., on Dec. 4,
2006, at the Second Floor of the Office of the United States Trustee, 80
Broad Street in New York. This is the first meeting of creditors after the
Debtors' chapter 11 case was converted to a chapter 7 proceeding.
All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy proceeding
for creditors to question a responsible officer of the Debtor under oath
about the company's financial affairs and operations that would be of
interest to the general body of creditors.
Headquartered in New York City, New York, Galvex Holdings
Limited -- http://www.galvex.com/-- and its affiliates operate
the largest independent galvanizing line in Europe. The Debtors
have offices in New York, Tallinn, Bermuda, Finland, Ukraine,
Germany and the United Kingdom. The company and four of its
affiliates filed for chapter 11 protection on Jan. 17, 2006
(Bankr. S.D.N.Y. Lead Case No. 06-10082). Galvex Capital, LLC,
is represented by David Neier, Esq., at Winston & Strawn LLP,
and Gerard DiConza, Esq., at DiConza Law, P.C. Galvex Holdings
Ltd. and the other debtor-affiliates are represented by David
Neier, Esq., at Winston & Strawn LLP, and Lori R. Fife, Esq.,
Marcia L. Goldstein, Esq., and Shai Waisman, Esq., at Weil,
Gotshal & Manges, LLP. John P. McNicholas, Esq., and Thomas R.
Califano, Esq., at DLA Piper Rudnick Gray Cary US LLP, represent
the Official Committee of Unsecured Creditors. When the Debtors
filed for protection from their creditors, they estimated assets
and debts of more than US$100 million. On Aug. 30, 2006, Judge
Drain converted the chapter 11 case of Galvex Holdings to a
chapter 7 liquidation proceeding. John S. Pereira is the Debtor's Chapter 7
Trustee.
SEA CONTAINERS: Gets GBP35.7-Million Dividend from GNER
-------------------------------------------------------
Sea Containers Ltd. received a GBP35.7 million dividend from its railway
subsidiary, Great North Eastern Railway, before Sea Containers filed for
Chapter 11 protection on Oct. 15, Mark Smith writes for The Herald.
For the year ended Jan. 7, 2006, GNER's pre-tax profits stood at GBP8.6
million, compared with GBP22.2 million for the same period in 2005.
"Sea Containers' Chapter 11 status does not affect the operations of GNER.
Sea Containers is in Chapter 11, not GNER," Lisa Barnard, Sea Containers'
director of communications was quoted by the Herald as saying.
When asked by the Herald why GNER's pre-tax profit fell sharply, Ms. Barnard
answered, "That was the year of the July 7 (London) bombings."
As per the accounts obtained by the Herald from the Companies House, GNER's
operating expenditure for the year ended
Jan. 7, 2006, was GBP470.5 million from GBP15 million in 2005.
At 52 weeks to Jan. 7, 2006, GNER paid out a dividend of GBP8.8 million,
compared with the GBP26.9 million dividend for the 53 weeks to Jan. 8, 2005.
Turnover was GBP477 million in 2006 compared with GBP475 million in 2005.
Mr. Barnard told the Herald that she could not provide additional
information at this stage.
As reported in the Troubled Company Reporter on Aug. 15, GNER must pay the
U.K. Department for Transport GBP1.3 billion for the right to run trains on
the east coast main line until 2015.
Sea Containers agreed to stand behind a GBP30 million standby credit
facility during the term of the franchise and a GBP10 million overdraft
facility to provide additional working capital if needed.
According to the Herald, rivals like FirstGroup and Virgin Rail were waiting
for GNER to falter to take over the east coast franchise.
Headquartered in London, United Kingdom -- Great North Eastern Railway
(GNER) Limited -- http://www.gner.co.uk/-- operates high-speed express
train services on the East Coast Main Line. Most of their trains run between
London King's Cross and either Edinburgh Waverley or Leeds.
About Sea Containers
Headquartered in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing. Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore. The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974. On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.
Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland. It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.
Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor
represents the Debtors in their restructuring efforts. When the
Debtors filed for protection from their creditors, they reported US$1.7
billion in total assets and US$1.6 billion in total debts.
SCOTTISH RE: MassMutual & Cerberus Investing US$600MM in Firm
-------------------------------------------------------------
Scottish Re Group Limited has entered into an agreement whereby MassMutual
Capital Partners LLC, a member of the MassMutual Financial Group, and
affiliates of Cerberus Capital Management, L.P., a leading private
investment firm, will each invest US$300 million into the company, resulting
in a total new equity investment of US$600 million.
Under the terms of the agreement, MassMutual Capital and Cerberus will
purchase a total of 1,000,000 newly issued convertible preferred shares of
Scottish Re. According to the transaction agreement, the Convertible
Preferred Shares may be converted into 150,000,000 ordinary shares of
Scottish Re at any time, representing a 68.8% Ordinary Share ownership on a
fully diluted basis at the time of investment. Scottish Re's board of
directors has unanimously approved the transaction.
"This completes the process announced earlier this year to evaluate
strategic alternatives, and will stabilize Scottish Re while providing
long-term liquidity benefits," said Paul Goldean, Chief Executive Officer of
Scottish Re Group Limited. "In addition to the financial strength afforded
by MassMutual Capital and Cerberus as majority shareholders, these firms
offer Scottish Re extraordinary insurance, operational and investment
expertise. We look forward to their input and guidance as we move
aggressively towards our financial and business goals in the interest of
returning value to all of our stakeholders."
Glenn Schafer, non-executive Chairman of the Board, stated, "This
transaction provides the best available opportunity to deliver long-term
shareholder value and reclaim our position as one of the top life
reinsurance specialists in the industry."
The Convertible Preferred Shares acquired by MassMutual Capital and Cerberus
will have the same voting rights as holders of Ordinary Shares of Scottish
Re. The Convertible Preferred Shares will rank senior to Ordinary Shares of
Scottish Re, and subordinate to existing securities that rank senior to the
Ordinary Shares. The Convertible Preferred Shares are convertible at any
time and are mandatorily convertible nine years from their issuance date.
The transaction is subject to approval by the holders of 66-2/3% of Scottish
Re's outstanding ordinary shares who are entitled to vote at the special
meeting. They will be requested to vote for the transaction via proxy.
Proxy voting cards will be mailed within approximately 45 days of the
agreement to all shareholders by Scottish Re and will include the voting
instructions.
In accordance with the transaction agreement, MassMutual Capital and
Cerberus are entitled to appoint two-thirds of the members of Scottish Re's
board of directors. Initially, there will be eleven directors on Scottish
Re's board, of which MassMutual and Cerberus will appoint six, including
three directors chosen by MassMutual Capital and three chosen by Cerberus.
Also, in addition to the Chief Executive Officer, MassMutual Capital and
Cerberus will nominate three independent directors and a designee of The
Cypress Group to the Board. The Cypress Group is a New York-based private
equity firm and a major Scottish Re shareholder.
Completion of the transaction is subject to customary closing conditions,
including regulatory approvals. The transaction is expected to close as
early as the second quarter of 2007.
Scottish Re will continue to operate its business under its current
structure, and will remain traded on the New York Stock Exchange under
ticker "SCT."
Citigroup Corporate and Investment Banking and Morgan Stanley served as
financial advisors and Debevoise & Plimpton LLP, Schulte Roth & Zabel LLP
and Ropes & Gray LLP served as legal counsel to both MassMutual Capital and
Cerberus in the transaction. Goldman Sachs and Bear, Stearns & Co. served
as Scottish Re's financial advisors and LeBoeuf, Lamb, Greene & MacRae, LLP
together with Maples & Calder served as the Company's legal counsel.
About MassMutual
MassMutual Financial Group is the fleet name for Massachusetts Mutual Life
Insurance Company and its affiliates, with more than 13 million clients and
over US$395 billion in assets under management at year-end 2005. Founded in
1851, MassMutual is a mutually owned financial protection, accumulation and
income management company headquartered in Springfield, Mass. MassMutual's
major affiliates include: OppenheimerFunds, Inc.; Babson Capital Management
LLC; Baring Asset Management Limited; Cornerstone Real Estate Advisers LLC;
MML Investors Services, Inc., MassMutual International LLC and The
MassMutual Trust Company, FSB.
MassMutual Capital is a limited liability company created by Massachusetts
Mutual Life Insurance Company to focus on strategically investing in
business opportunities as a means of optimizing the value of the enterprise
on behalf of MassMutual and other investors.
About Cerberus Capital Management
Established in 1992, Cerberus Capital Management, L.P. is one of the world's
leading private investment firms with approximately US$22 billion under
management in funds and accounts. Through its team of more than 275
investment and operations professionals, Cerberus specializes in providing
both financial resources and operational expertise to help transform
undervalued companies into industry leaders for long-term success and value
creation. Cerberus is headquartered in New York City, with offices in
Chicago, Los Angeles, and Atlanta, as well as advisory offices in London,
Baarn, Frankfurt, Tokyo, Osaka and Taipei.
Scottish Re Group Limited -- http://www.scottishre.com/-- is a
global life reinsurance specialist. Scottish Re has operating
companies in Bermuda, Charlotte, North Carolina, Dublin,
Ireland, Grand Cayman, and Windsor, England. At March 31, 2006,
the reinsurer's balance sheet showed US$12.2 billion assets and
US$10.8 billion in liabilities
On Aug. 21, 2006, Standard & Poor's Ratings Services lowered its
counterparty credit rating on Scottish Re Group Ltd. to 'B+'
from 'BB+'.
Moody's Investor Service downgraded Scottish Re's senior
unsecured debt rating to Ba3 from Ba2 due to liquidity issues.
A.M. Best Co. has downgraded on Aug. 22, 2006, the financial
strength rating to B+ from B++ and the issuer credit ratings to
"bbb-" from "bbb+" of the primary operating insurance
subsidiaries of Scottish Re Group Limited (Scottish Re) (Cayman
Islands). A.M. Best has also downgraded the ICR of Scottish Re
to "bb-" from "bb+". AM Best put all ratings under review with
negative implications.
SCOTTISH RE: Cypress Supports MassMutual's Equity Investment
------------------------------------------------------------
Cypress Group LLC, affiliates of which combine to be Scottish Re Group
Ltd.'s largest shareholder, has voiced its approval of the life reinsurer's
announcement of an equity investment totaling US$600 million by MassMutual
Capital and affiliates of Cerberus Capital Management LP, even as one
analyst described the per-share value suggested by transaction as a
disappointment.
According to a brief Nov. 27 conference call, Cypress, which held 17.4% of
Scottish Re's common stock outstanding as of the company's spring 2006 proxy
statement, has executed a voting agreement in support of the transaction.
Key third-party constituents, such as HSBC Holdings Plc and ING Groep NV,
are also supporting the deal.
Nonetheless, Fox-Pitt Kelton analyst John Nadel said in a note that the
transaction represented "significant dilution" for shareholders. He
calculated that the investment came at a price of US$4.00 per share, based
on 150 million new common shares upon conversion of the cumulative
participating preferred shares issued to MassMutual Capital and Cerberus.
With Scottish Re shares having closed Nov. 24 at US$6.63 apiece, Mr. Nadel
said that the suggested per-share price of the transaction is "clearly a
very disappointing level."
Scottish Re officials did not entertain any questions from investors or
analysts during the 20-minute call, but CEO Paul Goldean said that detailed
discussion of a number of issues would be provided in a proxy to be sent out
within the next 45 days. The company hopes to be able to complete the
transaction, which would cede 68.8% ownership of Scottish Re as well as
majority control of the board to the new investors, as early as the second
quarter of 2007. MassMutual Capital and Cerberus will each have the ability
to nominate three directors to the Scottish Re board, and the new investors
will also appoint three independent directors, the CEO and a designee of
Cypress to fill board seats.
Mr. Goldean said that any changes to Scottish Re's management team would
represent a decision for the new board, but in the meantime he said that
company officials are eager to return to their focus on the core life
reinsurance business now that the process for consideration of strategic
alternatives has been completed.
Mr. Goldean argued that the MassMutual/Cerberus investment, among the
various alternatives under consideration, represented "the best available
opportunity to deliver long-term shareholder value." The CEO said the
transaction will have the effect of ending financial uncertainty surrounding
Scottish Re while restoring confidence in the market.
A number of players, large and small, were rumored to have had interest in
one time or another in an acquisition of Scottish Re during an auction
process, including:
-- Wachovia Corp.,
-- SCOR SA,
-- Hannover Re,
-- Reinsurance Group of America Inc. and
-- MassMutual Capital, the private equity arm of
Massachusetts Mutual Life Insurance Co.
According to Mr. Goldean, not all participants in the auction were prepared
or had the financial resources to meet Scottish Re's liquidity needs.
Under terms of the investment by MassMutual Capital and Cerberus, the
transaction package includes a US$100 million bridge facility to ensure
adequate liquidity through closing as well as commitments on a long-term,
US$500 million XXX financing facility that will fund Scottish Re's new
business production. The company also has the ability to pay the US$115
million in 4.5% convertible notes, which can be put on Dec. 6. Officials
are also nearing completion of a back-up letter of credit.
According to Mr. Goldean, pressure from rating-agency downgrades and tight
liquidity compelled Scottish Re officials to take immediate action to
consummate a transaction before franchise value was eroded. Lower ratings
had placed pressure on some of Scottish Re's customers to terminate business
relationships.
Without the liquidity provided through the transaction, Scottish Re may not
have been able to continue in its current form, Mr. Goldean added.
Going forward, the company's primary strategic objective will be to reassert
its position as a leading and profitable writer of life reinsurance. It
will also seek to restore market confidence by maintaining a conservative
credit profile and by consistently achieving growth in earnings. In
addition, Scottish Re and the new investors agreed that the best manner in
which to maximize shareholder value will be to allow management to focus on
day-to-day operations and writing new business, mitigate ratings and capital
constraints on the business and continue to strengthen enterprise risk
management systems, among other steps.
Scottish Re Group Limited -- http://www.scottishre.com/-- is a
global life reinsurance specialist. Scottish Re has operating
companies in Bermuda, Charlotte, North Carolina, Dublin,
Ireland, Grand Cayman, and Windsor, England. At March 31, 2006,
the reinsurer's balance sheet showed US$12.2 billion assets and
US$10.8 billion in liabilities
On Aug. 21, 2006, Standard & Poor's Ratings Services lowered its
counterparty credit rating on Scottish Re Group Ltd. to 'B+'
from 'BB+'.
Moody's Investor Service downgraded Scottish Re's senior
unsecured debt rating to Ba3 from Ba2 due to liquidity issues.
A.M. Best Co. has downgraded on Aug. 22, 2006, the financial
strength rating to B+ from B++ and the issuer credit ratings to
"bbb-" from "bbb+" of the primary operating insurance
subsidiaries of Scottish Re Group Limited (Scottish Re) (Cayman
Islands). A.M. Best has also downgraded the ICR of Scottish Re
to "bb-" from "bb+". AM Best put all ratings under review with
negative implications.
SCOTTISH RE: Fitch Holds NegWatch Despite MassMutual Investment
---------------------------------------------------------------
Fitch Ratings commented that Scottish Re Group Ltd.'s ratings remain on
Rating Watch Negative following the announcement that Scottish Re has
entered into an agreement, which will result in a new equity investment into
the company of US$600 million.
Scottish Re's ratings were placed on Rating Watch Negative on July 31, 2006,
due to concerns regarding the company's ability to repay US$115 million of
senior convertible notes that are expected to be put to the company on Dec.
6, 2006. Fitch believes that Scottish Re has made good progress in
resolving the key liquidity and collateral issues, and expects that
remaining issues will be resolved over the next several days that will allow
affiliate Scottish Annuity & Life Insurance (Cayman) Ltd. aka SALIC to
dividend funds to Scottish Re to fund the expected put. Once these
remaining issues are resolved, Fitch expects to change the direction of the
Rating Watch to Evolving to reflect the pending agreement with MassMutual
Capital Partners LLC and Cerberus Capital Management, L.P.
These ratings remain on Rating Watch Negative:
Scottish Annuity & Life Insurance Company (Cayman) Limited
-- IFS at 'BBB'.
Scottish Re (U.S.) Inc.
-- IFS at 'BBB'.
Scottish Re Limited
-- IFS at 'BBB'.
Scottish Re Group Limited
-- IDR at 'BB';
-- 4.5% US$115 million senior convertible notes at 'BB-';
-- 5.875% US$142 million hybrid capital units at 'B+';
-- 7.25% US$125 million non-cumulative perpetual preferred
stock at 'B+'.
Scottish Re Group Limited -- http://www.scottishre.com/-- is a
global life reinsurance specialist. Scottish Re has operating
companies in Bermuda, Charlotte, North Carolina, Dublin,
Ireland, Grand Cayman, and Windsor, England. At March 31, 2006,
the reinsurer's balance sheet showed US$12.2 billion assets and
US$10.8 billion in liabilities.
SCOTTISH RE: Moody's Continues Review Pending MassMutual Deal
-------------------------------------------------------------
Moody's Investors Service announced that it continues to review the ratings
of Scottish Re Group Limited with direction uncertain following the
announcement by the company that it has entered into an agreement to sell a
majority stake to MassMutual Capital Partners LLC, a member of the
MassMutual Financial Group and Cerberus Capital Management, L.P., a private
investment firm.
Moody's said the continuing review affects the debt rating of Scottish Re
(senior unsecured at Ba3), as well as the Baa3 insurance financial strength
ratings of the company's core insurance subsidiaries, Scottish Annuity &
Life Insurance Company (Cayman) Ltd. (SALIC) and Scottish Re (U.S.), Inc.
The uncertain direction of the review indicates the possibility that
Scottish Re's ratings could be upgraded, downgraded, or confirmed depending
on future developments at Scottish Re.
The Consortium investment of US$600 million, split evenly between the two
investing partners, is in the form of a preferred equity investment,
manditorily convertible into common stock nine years from issuance or
earlier at the option of the Consortium. After closing, the Consortium
would hold preferred shares that are convertible, in whole or in part, to
150 million ordinary shares of Scottish Re, representing 68.8% of the total
outstanding ordinary shares of the company on a fully diluted basis.
According to Scott Robinson, Moody's Vice President & Senior Credit Officer,
"Should the transaction be successfully completed, the investment will
provide the company with much needed liquidity as well as a robust capital
position." In addition, upon shareholder approval of the transaction, the
Consortium will provide Scottish Re with a bridge liquidity facility of
US$100 million to assist the company through the time period prior to
closing of the deal.
Moody's indicated that under the terms of an existing bank credit facility,
Scottish Re has been constrained in its ability to move funds from SALIC to
the holding company, which is necessary to provide Scottish Re the liquidity
to pay off the US$115 million of convertible notes that are putable at par
to the holding company on December 6, 2006. The company is currently
working to cancel remaining letters on credit (LOCs) totaling less than
US$5.0 million that are outstanding on its bank credit facility, after which
it plans to terminate the facility. Under the scenario that Scottish Re is
unable to cancel the LOCs, the company is also working to secure a back-up
LOC, the receipt of which would permit the movement of funds from SALIC to
the holding company under a pre-negotiated agreement permitting an amendment
to the bank credit facility agreement. Scottish Re has already received a
commitment letter from a financial institution allowing it to issue a
back-up letter of credit.
The rating agency noted that should the announced deal not close, there
would be significant downward pressure on the company's ratings. According
to Robinson, "failure to raise capital and liquidity would result in a
multi-notch downgrade of the ratings of Scottish Re. We believe that the
company would be significantly challenged in such a runoff scenario."
During the continuing review, Moody's intends to closely monitor the
probability of a successful closing of the announced transaction. A
successful closing requires approval by two-thirds of Scottish Re's
shareholders as well as the approval of various insurance regulators.
In determining whether or not the company's ratings will be raised following
a successful closing of the transaction, Moody's said that it will also
evaluate Scottish Re's post-investment business plan, operating strategy,
and plans to improve internal controls and risk management at the company.
Additionally, Moody's highlighted that the review will focus on Scottish
Re's plan to secure a collateral solution to support the company's XXX
statutory reserving needs associated with its existing level premium term
reinsurance business, as well as its ability to manage a runoff scenario,
which should be considerably enhanced by the capital infusion.
While the Consortium indicated that it intends to run Scottish Re as a going
concern, the rating agency noted that it believes Scottish Re will have to
regain the confidence of cedants before it will be able to write meaningful
amounts of new business. Aside from the investment by the Consortium, this
will likely require a track record of stable earnings and cash flows,
something that the company has been unable to produce in recent reporting
periods.
These ratings continue on review with direction uncertain:
Scottish Re Group Limited
-- senior unsecured debt of Ba3;
-- senior unsecured shelf of (P)Ba3; subordinate shelf of
(P)B1;
-- junior subordinate shelf of (P)B1;
-- preferred stock of B2; and
-- preferred stock shelf of (P)B2.
Scottish Holdings Statutory Trust II
-- preferred stock shelf of (P)B1
Scottish Holdings Statutory Trust III
-- preferred stock shelf of (P)B1
Scottish Annuity & Life Insurance Co (Cayman) Ltd.
-- insurance financial strength of Baa3
Premium Asset Trust Series 2004-4
-- senior secured debt of Baa3 (based on IFS of SALIC)
Scottish Re (U.S.), Inc.
-- insurance financial strength of Baa3
Stingray Pass-Through Certificates
-- senior secured debt of Baa3 (based on IFS rating of SALIC)
On Sept. 5, 2006 Moody's changed the direction of review for Scottish Re's
ratings to uncertain from possible downgrade.
Scottish Re Group Limited is a Cayman Islands company with principal
executive offices located in Bermuda; it also has significant operations in
Charlotte NC, Denver CO, and Windsor England. On Sept. 30, 2006, Scottish
Re reported assets of US$13.8 billion and shareholders' equity of US$1.3
billion.
===========
B R A Z I L
===========
AGCO CORP: To Launch US$175MM Convertible Senior Notes Offering
---------------------------------------------------------------
AGCO Corp. disclosed that, subject to market conditions and other factors,
it plans to offer US$175 million aggregate principal amount of convertible
senior subordinated notes due 2036 through a public offering. As part of
the offering, AGCO will grant the underwriters a 30-day option, solely to
cover over-allotments, to purchase up to an additional US$26.25 million
aggregate principal amount of the notes. The interest rate, conversion price
and other terms of the notes will be determined by negotiations between AGCO
and the underwriters.
AGCO expects to use the net proceeds from the offering of the notes to repay
a portion of the term loans outstanding under its existing bank credit
agreement.
Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. will act as joint
book-running managers for the offering of the notes. Rabo Securities USA,
Inc. and Lazard Capital Markets LLC are acting as co-managers for the
offering.
A copy of the prospectus supplement relating to the offering may be obtained
by contacting:
Morgan Stanley & Co. Inc.
180 Varick Street 2/F
New York, NY 10014
Tel: 1-866-718-1649
E-mail: prospectus@morganstanley.com
-- or --
Goldman, Sachs & Co.
Attn: Prospectus Dept.
85 Broad Street
New York, NY 10004
Fax: 212-902-9316
E-mail: prospectus-ny@ny.email.gs.com
Headquartered in Duluth, Georgia, Agco Corp. -- http://www.agcocorp.com/--
is a global manufacturer of agricultural equipment and related replacement
parts. Agco offers a full product line including tractors, combines, hay
tools, sprayers, forage, tillage equipment and implements, which are
distributed through more than 3,600 independent dealers and distributors in
more than 140 countries worldwide, including Brazil. AGCO products include
the following brands: AGCO(R), Challenger(R), Fendt(R), Gleaner(R),
Hesston(R), Massey Ferguson(R), New Idea(R), RoGator(R), Spra-Coupe(R),
Sunflower(R), Terra-Gator(R), Valtra(R), and White(TM) Planters.
AGCO provides retail financing through AGCO Finance. The company had net
sales of US$5.4 billion in 2005.
* * *
As reported in the Troubled Company Reporter-Latin America ion
Sept. 28, 2006, in connection with Moody's Investors Service's
implementation of its new Probability-of-Default and Loss-Given-
Default rating methodology for the Automotive and Equipment sector, the
rating agency confirmed its Ba2 Corporate Family
Rating for AGCO Corp.
Moody's also revised its probability-of-default ratings and assigned
loss-given-default ratings on these loans facilities:
Projected
Old POD New POD LGD Loss-Given
Debt Issue Rating Rating Rating Default
1.750% Conv.
Sr. Sub. Notes
due 2033 B1 B1 LGD5 89%
6.875% Sr. Sub.
Notes due 2014 B1 B1 LGD5 89%
Sr. Unsec. Shelf Ba3 Ba3 LGD5 81%
AUTOCAM CORP: Default Risks Cue Moody's to Review Junk Ratings
--------------------------------------------------------------
Moody's Investors Service has downgraded Autocam Corp.'s Corporate Family
Rating to Ca from Caa1 and placed the ratings under review for possible
further downgrade. Ratings on Autocam's and Autocam France SARL's first
lien bank debt has been lowered to Caa1, LGD-2, 20% from B1 LGD-2, 13% and
on Autocam's subordinated debt to C LGD-5, 85% from Caa2 LGD-5, 79%. The
company's Speculative Grade Liquidity rating was affirmed at SGL-4.
The actions come after the disclosure in the company's 10-Q for Sept. 30,
2006, that it may not be able to satisfy financial covenants in its senior
bank debt and second lien credit facility at the next measurement date of
Dec. 31, 2006, and that it intends to enter into discussions with those
lenders for covenant relief as well as discussions with holders of its
subordinated notes for potential restructuring.
Autocam's operating results have been negatively impacted by reduced
automotive production levels in North America and Western Europe, lower
market shares of the traditional Big 3 OEMs in North America, and weak
margins arising from agreed price downs and less than full recovery of
higher raw material costs.
The company has also been adversely affected by start-up expenditures at new
facilities in China and Poland, and recent higher than expected costs on new
business launches and other operating inefficiencies at its European
subsidiaries. Over the last twelve months, the company has experienced
negative free cash flow of approximately US$28 million.
As a result, its liquidity has been under stress and debt/EBITDA increased
to roughly 10 times at the end of the third quarter. On an LTM basis,
EBIT/interest was 0.3X. Interest payments on Autocam's subordinated notes
are due on Dec. 15, and on its second lien notes and bank credit facilities
at the end of December.
At mid-Nov., the company stated its consolidated cash holdings were US$13
million, and it had US$1.2 million of remaining availability under its
revolving credit facilities. While it was in compliance with its financial
covenants at Sept. 30, it revealed that..." based on current projections, we
believe it is unlikely we will be in compliance with the financial covenants
in our senior credit facilities and second lien credit facility as of Dec.
31, 2006."
The Corporate Family Rating of Ca emphasizes weak scores for key credit
metrics, poor liquidity, and elevated risk of default. While certain
qualitative factors under the Auto Supplier Methodology produce higher
scores for geographic and customer diversification, revenue growth and
reinvestment rate, scores for the overwhelming majority of other factors are
in the Caa rating category and pull the overall recommended rating per the
methodology into the low B category. Disclosures in Autocam's 10-Q imply a
risk of near-term default. The combination of these risk attributes
produces a Corporate Family rating of Ca.
Ratings have been placed under review for possible further downgrade.
The review will focus on both near term developments and intermediate term
prospects for Autocam to return to meaningful profitability and generate
sustainable free cash flow. In the short term, the review will evaluate the
company's ability to obtain covenant relief from its lenders and make
required debt payments, as well as any changes to its liquidity profile and
capital structure.
The review will also assess any related changes to terms and conditions to
Autocam's debt agreements which may result should waivers, amendments or
other alterations to terms be negotiated.
The Caa1, LGD-2, 20% rating for the first lien obligations reflects the
benefit of their "all asset" collateral package and the magnitude of junior
capital beneath their claims. Junior capital consists of approximately
US$77 million of second lien debt, which is not rated, and US$140 million of
subordinated notes. The C LGD 5, 85% rating on the subordinated notes
reflects both the extent of senior claims with higher priority and the
beneficial aspects of its upstreamed guarantees from material domestic
subsidiaries. The bank debt and second lien term loan similarly have
upstreamed guarantees from Autocam's material domestic subsidiaries.
The SGL-4 liquidity rating represents poor liquidity over the coming twelve
months. This reflects the absence of positive free cash flow, minimal cash
balances, approaching interest payments, and limited remaining availability
under its revolving credits. Furthermore, it incorporates the noted
challenges in complying with its financial covenants when measured at
Dec. 31, 2006.
Substantially all of is assets in its domestic and European operations are
pledged as collateral, limiting options to develop incremental alternative
liquidity. The company has negotiated a "social agreement" with its French
unions to orchestrate additional measures in its European restructuring.
Should this proceed, Autocam would incur expenses of the Euro equivalent of
approximately US$9 million.
Autocam is also exploring options to reduce its working capital, liquidate
idle equipment and arrange for additional external capital.
Ratings lowered;
* Autocam Corporation
-- Corporate Family Rating, Ca from Caa1
-- Probability of Default, Ca from Caa1
-- First lien multicurrency revolving credit, Caa1 LGD2,
20%, from B1 LGD2, 13%
-- First lien term loan, Caa1 LGD2, 20% from B1 LGD2, 13%
-- Senior subordinated notes, C LGD5, 85% from Caa2 LGD5,
79%
* Autocam France SARL
-- EURO denominated revolving credit, Caa1, LGD2, 20%,
from B1 LGD2, 13%
-- EURO denominated term loan, Caa1 LGD2, 20%, from B1
LGD2, 13%
Ratings affirmed:
* Autocam Corporation
-- Speculative Grade Liquidity rating, SGL-4
The last rating action was on Sept. 22, 2006 when ratings for Autocam were
adjusted upon the implementation of Moody's Loss Given Default Methodology.
Autocam Corp, headquartered in Kentwood, Mich., is a manufacturer of
extremely close tolerance precision-machined, metal alloy components,
sub-assemblies and assemblies, primarily for performance and safety critical
automotive applications. Revenues in 2005 were approximately US$350 million
from operations in North America, Europe, and Brazil.
BANCO DAYCOVAL: Joins IFC Global Trade Finance as Issuing Bank
--------------------------------------------------------------
The International Finance Corp., the private sector arm of the World Bank
Group, announced that Brazil's Banco Daycoval has joined its Global Trade
Finance Program as an issuing bank.
Saran Kebet-Koulibaly, IFC's Associate Director for Latin America and
Country Manager for Brazil said, "The Global Trade Finance Program is a key
element of IFC's strategy in the country to reach out to second-tier banks
in Brazil that support the growth of small and medium enterprises."
The Global Trade Finance Program promotes trade with emerging markets
worldwide by supporting flows of goods and services to and from developing
countries. Through the program, IFC provides guarantee coverage of bank
risk in emerging markets, allowing recipients to expand their trade finance
transactions within an extensive network of countries and banks and to
enhance their trade finance coverage.
Antonio Alves, IFC's Latin America trade specialist, said, "IFC's Global
Trade Finance Program will allow Banco Daycoval to increase its trade
capacity and enlarge its network of correspondent banks worldwide. Most
important, it will help the bank to support small and medium exporters in
Brazil."
Morris Dayan, Banco Daycoval's Chief Financial Officer, said, "We are
delighted to join the Global Trade Finance Program and build a strong
relationship with IFC. Through the program, we will be able to provide
better service in trade finance to our more than 1,000 clients, many of them
small and medium size Brazilian exporters or importers. This will help them
increase their business in new markets around the globe."
Other Brazilian banks in IFC's program are:
-- Banco ALFA,
-- Banco Mercantil do Brasil,
-- Banco Indusval,
-- Banco BMC, and
-- BICBANCO.
For these banks, the program has provided guarantees for pre-export finance
transactions and import letters of credit for a total value of US$92.8
million since its inception in Brazil in February 2006.
IFC in Brazil
During fiscal year 2006, Brazil received the largest amount of IFC
financing, in dollar value, among Latin American countries. IFC invested
US$738 million, including US$258 million in syndications, in sectors ranging
from oil, gas, infrastructure, agribusiness, health and education, and the
financial sectors. IFC's total portfolio in Brazil was US$1.2 billion at
June 2006.
The International Finance Corporation, the private sector arm of the World
Bank Group, is the largest multilateral provider of financing for private
enterprise in developing countries. IFC finances private sector
investments, mobilizes capital in international financial markets,
facilitates trade, helps clients improve social and environmental
sustainability, and provides technical assistance and advice to businesses
and governments. From its founding in 1956 through FY06, IFC has committed
more than US$56 billion of its own funds for private sector investments in
the developing world and mobilized an additional US$25 billion in
syndications for 3,531 companies in 140 developing countries. With the
support of funding from donors, it has also provided more than US$1 billion
in technical assistance and advisory services.
About Banco Daycoval
Banco Daycoval was founded in 1989. It operates 15 branches concentrated in
the south and southeast of the country. Its main business is commercial
lending to small and medium enterprises, with a diversified portfolio in
agribusiness, automotives, commerce, foods, financial services, general
services, manufacturing, and textiles. Daycoval established its trade
finance department in 1995 to satisfy the increasing demand for trade
finance instruments.
* * *
As reported in the Troubled Company reporter on Nov. 8, 2006, Standard &
Poor's Ratings Services assigned its 'B+' foreign- currency long-term senior
unsecured debt rating to Banco Daycoval S.A.'s US$120 million notes issued
on Oct. 30, 2006. The issue matures in three years with semiannual payments
of interest.
BANCO DO BRASIL: Nelson Rocha Augusto Resigning as Unit's Head
--------------------------------------------------------------
Published reports say that Nelson Rocha Augusto will resign as the head of
BB DTVM, Banco do Brasil's asset management arm.
Valor Economico relates that Alberto Monteiro de Queiroz would take the
place of Mr. Augusto.
BB DTVM currently manages BRL183 billion, compared with BRL69 billion when
Mr. Augusto took charge almost four years ago, Gazeta Mercantil reports.
Banco do Brasil is Brazil's federal bank and is the largest in
Latin America with some 20 million clients and over 7,000 points
of sale (3,200 branches) in Brazil, and 34 offices and
partnerships in 26 other countries. In addition to its
traditional retail banking services, Banco do Brasil underwrites
and sells bonds, conducts asset trading, offers investors
portfolio management services, conducts financial securities
advising, and provides market analysis and research.
* * *
As reported on Mar. 3, 2006, Standard & Poor's Ratings Services
raised its foreign currency counter party credit ratings on
Banco do Brasil SA to 'BB' from 'BB-'. The foreign and local
currency ratings of this bank are now equalized at 'BB'. S&P
said the outlook is stable.
BANCO DO BRASIL: Rossano Maranhao to Stay as Chief Executive
------------------------------------------------------------
Rossano Maranhao will remain as the chief executive officer of Banco do
Brasil, a Brazilian federal bank, for up to three months, Folha de S Paulo
reports.
According to Folha de S Paulo, two jobs from the private sector were offered
to Mr. Maranhao.
Mr. Maranhao denied to Business News Americas that he was resigning from his
post in Banco do Brasil after Anselmo Gois, a columnist, reported in the O
Globo daily that the former had already asked to resign.
Banco do Brasil is Brazil's federal bank and is the largest in
Latin America with some 20 million clients and over 7,000 points
of sale (3,200 branches) in Brazil, and 34 offices and
partnerships in 26 other countries. In addition to its
traditional retail banking services, Banco do Brasil underwrites
and sells bonds, conducts asset trading, offers investors
portfolio management services, conducts financial securities
advising, and provides market analysis and research.
* * *
As reported on Mar. 3, 2006, Standard & Poor's Ratings Services
raised its foreign currency counter party credit ratings on
Banco do Brasil SA to 'BB' from 'BB-'. The foreign and local
currency ratings of this bank are now equalized at 'BB'. S&P
said the outlook is stable.
BANCO NACIONAL: Celpe Seeking BRL243 Million Loan from Bank
-----------------------------------------------------------
Neoenergia, a Brazilian power group, said in a filing with Bovespa -- the
Sao Paulo stock exchange -- that it has authorized Celpe, its operational
unit, to seek a four-year loan for BRL243 million from Banco Nacional
Desenvolvimento Economico SA.
Business News Americas relates that the loan would help fund investments
through 2008.
According to BNamericas, Celpe will invest for:
-- expansion of its distribution system in Pernambuco,
where it operates;
-- improve service quality, and
-- implement new automation monitoring and operating
systems.
Neoenergia said in a statement that the loan would be divided in three
tranches:
-- BRL27.1 million would fund investments through the
end of 2006;
-- BRL97.4-million would fund 2007 investments, and
-- BRL119 million would go to 2008.
BNamericas underscores that Neoenergia will invest BRL1.5 billion over three
years. Neoenergia would pay 4.3% over Banco Nacional's long-term TJLP (Taxa
de Juros de Longo Prazo) interest rate, which stands at 6.85% yearly.
About Neoenergia
Iberdrola -- a Spanish power firm -- and Brazilian pension funds jointly
control Neoenergia. Neoenergia controls Celpa, distribution companies
Cosern and Coelba and generation assets in Brazil.
About Banco Nacional
Banco Nacional de Desenvolvimento Economico e Social is Brazil's
national development bank. It provides financing for projects
within Brazil and plays a major role in the privatization
programs undertaken by the federal government.
* * *
As reported by Troubled Company Reporter-Latin America on
March 3, 2006, Standard & Poor's Ratings Services raised its
foreign currency counterparty credit rating on Banco Nacional de
Desenvolvimento Economico e Social SA to 'BB' with a stable
outlook from 'BB-' with a positive outlook. The company's local
currency credit rating was also shifted to 'BB+' with a stable
outlook from 'BB' with a positive outlook.
BANCO NACIONAL: Grants BRL17 Million Financing to Karsten SA
------------------------------------------------------------
Banco Nacional de Desenvolvimento Economico Social aka BNDES approved a
BRL17 million financing to Karsten SA. Eligible under the Finem Line, the
transaction is directed to the modernization of group's main plant, by
adopting the modern system of management, ERP (Enterprise Resource
Planning), and increasing the capacity of its production.
Besides implementing the new system of management, the project projects
investments in civil works, acquisition of national and imported equipment,
assemblies and facilities, mobiles and utensils, training and working
capital.
The total investment of the plant, which is located in the Municipality of
Blumenau, Santa Catarina, is estimated to be BRL32.8 million. The
enterprise will apply BRL14.2 million of its own resources and the remaining
BRL1.6 million is from external loan, which is directed to the acquisition
of these imported equipment:
-- five new German looms,
-- one Swiss bobbin machine,
-- a German rolling wire machine and
-- 27 sets of French modules.
In large scale, Karsten manufactures plain textiles for bed, table and
decoration, including for use in wall and padded furniture covering, besides
fuzzy textiles for towels and bathrobes. In small scale, it manufactures
textiles for embroideries.
The enterprise relies on an industrial park, totally verticalized. Its
manufacturing process begins with the spinning, passes through the weaving,
reaches the finishing, including the stamping and other processing, and ends
in the packaging of several types of products.
Karsten employs roughly 3,000 workers. Around 40% of its production is
directed to external market, mainly to European Union and United States.
Karsten is located in Testo Alto District, Blumenau, directly controlled by
Ralf Karsten and by these companies:
-- GT Participacoes Ltda and
-- Edelsa Participacoes SA,
each one with roughly 26% of the voting capital.
Established in 1882, under the designation of Roeder, Karsten and Hadlich,
the company manufactures wires and plain textiles. In 1933, it became a
limited liability enterprise, and started being referred to as Companhia
Karsten, its corporate name until 1941, when it became Companhia Textil
Karsten. In 1971, it became a corporation and, in 2000, started being
referred to as Karsten SA.
In November of 2005, the company installed a subsidiary in Maracanau, Ceara,
called Karsten Nordeste, which manufactures wires and bed articles. The
group also has enterprises in United States and Europe.
Banco Nacional de Desenvolvimento Economico e Social is Brazil's
national development bank. It provides financing for projects
within Brazil and plays a major role in the privatization
programs undertaken by the federal government.
* * *
As reported by Troubled Company Reporter-Latin America on
March 3, 2006, Standard & Poor's Ratings Services raised its
foreign currency counterparty credit rating on Banco Nacional de
Desenvolvimento Economico e Social SA to 'BB' with a stable
outlook from 'BB-' with a positive outlook. The company's local
currency credit rating was also shifted to 'BB+' with a stable
outlook from 'BB' with a positive outlook.
CENTRAIS ELECTRICAS: Gov. May Sell Non-Controlling Stake in Firm
----------------------------------------------------------------
Brazilian top government officials told local press that the government
could sell a non-controlling stake in Centrais Electricas Brasileiras SA,
the nation's federal power holding firm, to fund new generation investments.
Business News Americas relates that the government owns 16% of non-voting
shares and 78% of voting-right shares in Centrais Electricas. The possible
sale would be part of a package the government is preparing to:
-- boost the firm's capacity to invest in new
projects,
-- raise financing in Brazil and abroad, and
-- expand internationally.
Centrais Electricas officials had told BNamericas that they were working to
turn the firm into one of the main financiers of the power sector by
lending, mainly to its operational units.
BNamericas underscores that the presidential chief of staff's office has
been analyzing a bill since early this year to allow the company to have
operations outside Brazil.
Published reports say that the Brazilian government may need to pass a bill
to congress to raise the Centrais Electrica's capacity to use financial
markets.
The 2007 budget of Centrais Electricas is BRL5 billion. Experts said that
BRL20 billion is needed per year to boost Brazil's power system, BNamericas
states.
Headquartered in Brasilia, Brazil, Centrais Electricas
Brasileiras SA aka Eletrobras -- http://www.eletrobras.gov.br/
-- operates in the electric power sector. The objective of
Eletrobras is to perform activities involving studies, projects,
construction and operation of electric power plants,
transmission and distribution lines as well as underlying trade
operations. Eletrobras has also an objective to assist the
Ministry of Mines and Energy in designing Brazil's electric
energy policy. It engages areas involving granting loans and
financing, providing guarantees, locally or abroad, and
acquiring debentures of companies and holders of public electric
power services under their control; providing loans and
guarantees, locally or abroad, for technical and scientific
research institutions; and promoting and supporting researches
relating to the power sector, linked the generation,
transmission and distribution of electric power, as well as
studies involving the exploitation of hydrographical basins for
various purposes.
* * *
On Feb. 28, 2006, Standard & Poor's assigned these ratings to
Centrais Electricas Brasileiras SA:
* Long-Term Foreign Issuer Credit, BB; and
* Long-Term Local Issuer Credit, BB+.
COMPANHIA SIDERURGICA: Bankers Buy Almost 11% Stake in Corus
------------------------------------------------------------
Bankers of Companhia Siderurgica Nacional have purchased almost 11% of
Corus, The Economic Times reports.
The Economic Times relates that the stake purchase has taken the holding of
the Companhia Siderurgica combine to just over 15% of Corus.
According to the Economic Times, UBS -- Companhia Siderurgica's corporate
broker picked up 66.1 million shares, or 7.3% equity, of Corus in a busy
session at the latter's counter on the London Stock Exchange. Meanwhile,
Goldman Sachs -- the adviser of Companhia Siderurgica -- purchased 36
million shares, representing a 4% stake.
The Economic Times underscores that Companhia Siderurgica had already
acquired 3.8% stake in Corus through its investment arm.
Industry experts told the Economic Times that this as another example of
Companhia Siderurgica's strategy to pressure Tata Steel and get support for
its own bid for Corus.
The Economic Times emphasizes that Companhia Siderurgica's bid for Corus
include:
-- BNP Paribas,
-- Barclays, and
-- Goldman Sachs.
Benjamin Steinbruch, chairperson and chief executive officer of Companhia
Siderurgica, told a British business publication that he would like to make
an offer before Dec. 4, the date set for the Corus to discuss Tata Steel's
offer.
Mr. Steinbruch commented to the British publication, "We are confident that
we will be able to move to a formal bid. Depending on the quality of
information, discussions will be finalized at the end of this week or the
beginning of next week. We would like to be prepared before the Corus EGM."
Tata Steel has decided to counter Companhia Siderurgica's bid for Corus, the
PTI news agency says, citing banking sources in London.
However, Tata Steel said in a statement, "Tata Steel has not taken any
decision in the manner speculated in the media at its scheduled board
meeting held on Thursday. Tata Steel is not making any other comments on
this matter and all media comments remain speculations."
The Economic Times notes that the board of Tata Steel had discussed the
strategy the company would use if Companhia Siderurgica made a formal offer
for Corus.
Tata Steel's top executives had made a presentation to the board, listing
out possible situations and implications of Companhia Siderurgica's formal
bid. The company could ask its bankers for more funds once Companhia
Siderurgica makes the formal bid, the Economic Times states, citing sources.
Tata Steel's bankers include:
-- ABN Amro,
-- Deutsche Bank, and
-- Standard Chartered.
Companhia Siderurgica Nacional is one of the lowest-cost steel
producers in the world, which is a result of its access to
proprietary, high-quality iron ore (at the Casa de Pedra mine);
self-sufficiency in energy; streamlined facilities; and
logistics advantages. This is in addition to the group's strong
market position in the fairly concentrated steel industry in
Brazil.
* * *
Standard & Poor's Ratings Services affirmed on Aug. 4, 2006, its
'BB' long-term corporate credit rating on Brazil-based steel
maker Companhia Siderurgica Nacional after the announcement of
its association with US-based steel maker Wheeling-Pittsburgh
Corp. in the US. S&P said the outlook is stable.
Fitch Ratings viewed the proposed merger of Companhia
Siderurgica Nacional's or CSN North American operations with
those of Wheeling-Pittsburgh Corporation or WPSC to be neutral
to CSN's credit quality. Fitch's ratings of CSN include:
-- Foreign currency Issuer Default Rating: 'BB+';
-- Local currency IDR: 'BBB-';
-- National scale rating: 'AA (bra)';
-- Senior unsecured notes 'BB+'; and
-- Brazilian Real denominated debentures: 'AA (bra)'.
COMPANHIA SIDERURGICA: Corus Gives More Time for Firm's Offer
-------------------------------------------------------------
Corus (Group Plc) said in a statement that it has delayed to
Dec. 20 its shareholder meeting regarding takeover proposals for the firm to
allow Companhia Siderurgica Nacional more time to present a formal offer.
Business News Americas relates that the meeting was initially set for Dec.
4.
As reported in the Troubled Company Reporter-Latin America on Nov. 21, 2006,
Companhia Siderurgica approached the Board of Corus Group regarding a
proposal to acquire the company at a price of 475 pence per ordinary share
in cash. Any potential offer is subject to certain pre-conditions, all of
which Companhia Siderurgica reserves the right to waive, including
completion of confirmatory due diligence satisfactory to the company,
finalization of financing arrangements and a recommendation from the Board
of Corus Group.
According to BNamericas, the combined operations of Corus and Companhia
Siderurgica would form a top five steel group with yearly steel production
of 24 megatons and, by 2010, 50 megatons per year of iron ore production.
The report says that Companhia Siderurgica's bid has been valued at BRL17
billion.
Corus said in a statement that Companhia Siderurgica, however, has not yet
made any official bid despite the former having made due diligence
information and senior management available to expedite the process with a
view to allow Companhia Siderurgica to satisfy the pre-conditions as quickly
as possible.
BNamericas underscores that Corus has also received a 455 pence per share
friendly bid from Tata Steel.
"The board of Corus has decided that it is in the best interests of Corus
shareholders to allow CSN (Companhia Siderurgica) some additional time to
satisfy its pre-conditions and to determine whether it will put forward a
formal offer," Corus said in a statement.
Companhia Siderurgica Nacional is one of the lowest-cost steel
producers in the world, which is a result of its access to
proprietary, high-quality iron ore (at the Casa de Pedra mine);
self-sufficiency in energy; streamlined facilities; and
logistics advantages. This is in addition to the group's strong
market position in the fairly concentrated steel industry in
Brazil.
* * *
Standard & Poor's Ratings Services affirmed on Aug. 4, 2006, its
'BB' long-term corporate credit rating on Brazil-based steel
maker Companhia Siderurgica Nacional after the announcement of
its association with US-based steel maker Wheeling-Pittsburgh
Corp. in the US. S&P said the outlook is stable.
Fitch Ratings viewed the proposed merger of Companhia
Siderurgica Nacional's or CSN North American operations with
those of Wheeling-Pittsburgh Corporation or WPSC to be neutral
to CSN's credit quality. Fitch's ratings of CSN include:
-- Foreign currency Issuer Default Rating: 'BB+';
-- Local currency IDR: 'BBB-';
-- National scale rating: 'AA (bra)';
-- Senior unsecured notes 'BB+'; and
-- Brazilian Real denominated debentures: 'AA (bra)'.
COMPANHIA SIDERURGICA: Making Formal Bid for Corus Before Dec. 4
----------------------------------------------------------------
Benjamin Steinbruch, the chairperson of Companhia Siderurgica Nacional, told
Reuters that the company will present a formal bid for Corus before Dec. 4.
Companhia Siderurgica is competing with Tata Steel for the acquisition of
Corus.
Mr. Steinbruch told the press, "We are confident that we will be able to
move to a formal bid. Depending on quality of information, discussions will
be finalized at the end of this week or beginning of next week. We would
like to be prepared before the Corus EGM, scheduled on Dec. 4."
Zee News relates that shareholders of Corus will vote on the takeover offer
from Tata Steel in an extraordinary general meeting, initially set for Dec.
4.
Corus said in a statement that its has moved the meeting to
Dec. 20.
According to Zee News, the Corus board had recommended Tata Steel's offer in
October. Tata Steel offered 455 pence a share, valuing Corus at 4.3 billion
pounds.
However, Companhia Siderurgica Nacional told Zee News it was prepared to pay
475 pence a share.
Companhia Siderurgica was now studying the Corus books and the latter was
being fair and professional in the process, Zee News says, citing Mr.
Steinbruch.
Companhia Siderurgica Nacional is one of the lowest-cost steel
producers in the world, which is a result of its access to
proprietary, high-quality iron ore (at the Casa de Pedra mine);
self-sufficiency in energy; streamlined facilities; and
logistics advantages. This is in addition to the group's strong
market position in the fairly concentrated steel industry in
Brazil.
* * *
Standard & Poor's Ratings Services affirmed on Aug. 4, 2006, its
'BB' long-term corporate credit rating on Brazil-based steel
maker Companhia Siderurgica Nacional after the announcement of
its association with US-based steel maker Wheeling-Pittsburgh
Corp. in the US. S&P said the outlook is stable.
Fitch Ratings viewed the proposed merger of Companhia
Siderurgica Nacional's or CSN North American operations with
those of Wheeling-Pittsburgh Corporation or WPSC to be neutral
to CSN's credit quality. Fitch's ratings of CSN include:
-- Foreign currency Issuer Default Rating: 'BB+';
-- Local currency IDR: 'BBB-';
-- National scale rating: 'AA (bra)';
-- Senior unsecured notes 'BB+'; and
-- Brazilian Real denominated debentures: 'AA (bra)'.
DURA AUTOMOTIVE: Court Approves First Day Motions
-------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved all of the
"first day motions" that DURA Automotive Systems Inc. submitted as part of
its Chapter 11 filing.
In addition, DURA filed an amended affidavit to reflect its company-wide
cash position of US$75.8 million as of
Oct. 13, 2006. The original affidavit only stated liquidity for the
company's U.S. and Canada subsidiaries, which were included in the Chapter
11 filing, and did not include available cash from DURA's European and other
operations outside the U.S. and Canada, which were not included in the
filing.
DURA received approval to access US$50 million of the approximately US$300
million in debtor-in-possession financing from Goldman Sachs, GE Capital and
Barclays. DURA will use the DIP financing to fund normal business
operations and continue its operational restructuring program initiated in
February 2006.
Among the other first day motions granted, DURA received approval to:
* Continue to pay employee salaries, wages and benefits;
* Pay certain critical pre-petition vendor claims after the
filing and continue to pay its post-petition obligations
in the ordinary course of business;
* Provide "adequate assurance" to utilities;
* Pay "trust fund" and similar taxes; and
* Continue using the pre-petition cash management system.
Rochester Hills, Mich.-based DURA Automotive Systems, Inc. (Nasdaq: DRRA) --
http://www.DURAauto.com/-- is an independent designer and manufacturer of
driver control systems, seating control systems, glass systems, engineered
assemblies, structural door modules and exterior trim systems for the global
automotive industry. The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries. DURA sells its
automotive products to North American, Japanese and European original
equipment manufacturers and other automotive suppliers.
The Debtors filed for chapter 11 petition on October 30, 2006 (Bankr.
District of Delaware Case No. 06-11202). Richard M. Cieri, Esq., Marc
Kieselstein, Esq., Roger James Higgins, Esq., and Ryan Blaine Bennett, Esq.,
of Kirkland & Ellis LLP are lead counsel for the Debtors' bankruptcy
proceedings. Mark D. Collins, Esq., Daniel J. DeFranseschi, Esq., and Jason
M. Madron, Esq., of Richards Layton & Finger, P.A. Attorneys are the
Debtors' co-counsel. Baker & McKenzie acts as the Debtors' special counsel.
Togut, Segal & Segal LLP is the Debtors' conflicts counsel. Miller Buckfire
& Co., LLC is the Debtors' investment banker. Glass & Associates Inc.,
gives financial advice to the Debtor. Kurtzman Carson Consultants LLC
handles the notice, claims and balloting for the Debtors and Brunswick Group
LLC acts as their Corporate Communications Consultants for the Debtors. As
of July 2, 2006, the Debtor had US$1,993,178,000 in total assets and
US$1,730,758,000 in total liabilities. (Dura Automotive Bankruptcy News,
Issue No. 2; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).
DURA AUTOMOTIVE: Hires Baker & McKenzie as General Counsel
----------------------------------------------------------
DURA Automotive Systems Inc. and its debtor-affiliates obtained authority
from the U.S. Bankruptcy Court for the District of Delaware to employ Baker
& McKenzie as their general corporate counsel for European operations, nunc
pro tunc to Oct. 30, 2006.
The Debtors relate that Baker & McKenzie has acted as general corporate
counsel for European operations and has generally represented them in
several major undertakings in Europe since
2003. Specifically, the firm assisted in:
(a) consolidating the Debtors' operations in Western Europe
and expanding into lower cost locations in Eastern
Europe;
(b) implementing necessary corporate controls over the
Debtors' European assets and operations so that any
disposition of those assets are controlled from their
domestic offices; and
(c) selling three plants located in Germany.
The Debtors inform the Court that the primary goal of Baker &
McKenzie's services was to restructure their European operations in
preparation for the company's overall restructuring.
In addition, the Debtors note, Baker & McKenzie has also assisted them with
miscellaneous, non-bankruptcy-related domestic matters, including but not
limited to:
(1) domestic corporate work related to European
restructuring;
(2) defense of miscellaneous civil suits;
(3) domestic labor and equipment matters like U.S.
terminations and "whistle-blower" actions;
(4) intellectual property issues; and
(5) tax issues.
Accordingly, the Debtors believe Baker & McKenzie is intimately familiar
with the complex legal issues in connection with the foreign and
international aspects of their corporate structure, debt structure,
strategic and transactional goals, and ongoing business operations, as well
as certain domestic issues.
The Debtors want Baker & McKenzie to continue its representation in
connection with their European operations and to advise them and their board
of directors with respect to European operations issues.
Keith Marchiando, Dura Automotive Systems, Inc.'s chief financial officer,
tells the Court that Baker & McKenzie will be involved in the bankruptcy and
reorganization issues as they relate to foreign and international aspects of
the Debtors' operations. The firm will not serve as the Debtors' primary
bankruptcy and reorganization counsel.
Mr. Marchiando asserts that Baker & McKenzie's services will complement,
rather than duplicate, the services to be performed by the Debtors'
co-counsel -- Kirkland & Ellis LLP and Richards,
Layton & Finger, P.A.
In accordance with Section 330(a) of the Bankruptcy Code, Baker & McKenzie
will be paid on an hourly basis, plus reimbursement of actual, necessary
expenses incurred by the firm.
Baker & McKenzie's rates are:
Professionals Hourly Rate
------------- -----------
Partners US$220 to US$1,048
Associates US$130 to US$790
Para-professional US$77 to US$362
Others (interpreters, law clerks, etc.) US$58 to US$280
Brian S. Arbetter, Esq., a partner at Baker & McKenzie, relates that his
firm has received compensation from the Debtors for its prepetition
services, including compensation paid during the 90 days preceding the
Petition Date. The firm also received an advance payment of US$300,000 on
Oct. 12, 2006.
The Debtors and Baker & McKenzie maintain that the payments made within the
90 days before the Petition Date are not recoverable preferences for various
reasons, and that the receipt of those payments does not constitute an
interest adverse to the Debtors.
Mr. Arbetter attests that his firm does not represent or hold any interest
adverse to the Debtors or their estates with respect to the matters for
which it is to be employed. The firm also does not have any connection with
any creditor or other parties-in- interest, their attorneys or accountants,
or the United States Trustee, Mr. Arbetter adds.
Rochester Hills, Mich.-based DURA Automotive Systems, Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural door
modules and exterior trim systems for the global automotive industry. The
company is also a supplier of similar products to the recreation vehicle and
specialty vehicle industries. DURA sells its automotive products to North
American, Japanese and European original equipment manufacturers and other
automotive suppliers.
The Debtors filed for chapter 11 petition on October 30, 2006
(Bankr. District of Delaware Case No. 06-11202). Richard M.
Cieri, Esq., Marc Kieselstein, Esq., Roger James Higgins, Esq.,
and Ryan Blaine Bennett, Esq., of Kirkland & Ellis LLP are lead
counsel for the Debtors' bankruptcy proceedings. Mark D. Collins, Esq.,
Daniel J. DeFranseschi, Esq., and Jason M. Madron, Esq., of Richards Layton
& Finger, P.A. Attorneys are the Debtors' co-counsel. Baker & McKenzie acts
as the Debtors' special counsel. Togut, Segal & Segal LLP is the Debtors'
conflicts counsel. Miller Buckfire & Co., LLC is the Debtors' investment
banker. Glass & Associates Inc., gives financial advice to the Debtor.
Kurtzman Carson Consultants LLC handles the notice, claims and balloting for
the Debtors and Brunswick Group LLC acts as their Corporate Communications
Consultants for the Debtors. As of July 2, 2006, the Debtor had
US$1,993,178,000 in total assets and US$1,730,758,000 in total liabilities.
(Dura Automotive Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).
MRS LOGISTICA: Getting US$100MM International Finance Corp. Loan
----------------------------------------------------------------
MRS Logistica will receive a US$100-million loan from the International
Finance Corp. or IFC to help finance its BRL2-billion capital investment
plan for the next five years, Gazeta Mercantil reports.
IFC said in its Web site that the loan is to be divided into two
US$50-million tranches comprised of:
-- an A loan, and
-- a syndicated B loan for the account of participant
banks.
Business News Americas relates that the five-year investment program of MRS
Logistica includes:
-- permanent way expansion,
-- track reconfigurations,
-- signaling improvements, and
-- additional rolling stock acquisitions and upgrades
intended to increase capacity while also boosting
efficiency, productivity and safety.
According to BNamericas, MRS Logistica expects cargo movement of 115
megatons by the end of 2006. The expansion is expected to boost the
capacity to up to 180 megatons by 2009.
MRS Logistica will fund its expansion program with a combination of internal
cash generation and new debt, including the financing from the IFC,
BNamericas states.
The MRS consortium is a railway freight transport company established in
1996 to operate approximately 1,700 kilometers of track in the states of
Minas Gerais, Rio de Janeiro e Sao Paulo. MRS's rail network is also linked
to the Central Atlantic, Vitoria-Minas and Sao Paulo Railroads, offering
intramodal transportation options to the other parts of the country. The
company mainly transports cargo for its principle shareholders.
* * *
As reported on Nov. 10, 2005, Standard & Poor's Ratings Services revised the
outlook on the BB- long-term foreign currency rating of MRS Logistica SA to
positive from stable, following the revision of the foreign currency outlook
of the Federative Republic of Brazil.
NOVELIS INC: Posts US$102 Million Net Loss in 2006 Third Quarter
--------------------------------------------------------------
Novelis Inc. incurred a net loss of US$102 million for the third quarter
ended Sept. 30, 2006, on net sales of US$2.5 billion, compared with net
income of US$10 million, on net sales of US$2.1 billion for the third
quarter of 2005.
For the nine months ended September 30, 2006, Novelis incurred a net loss of
US$170 million on net sales of US$7.4 billion, compared with net income of
US$32 million on net sales of US$6.3 billion for the same period of 2005.
The net loss for the third quarter includes an income tax benefit of US$52
million while the net loss for the nine months ended Sept. 30, 2006,
includes income tax expense of US$30 million.
Novelis' earnings in 2006 have been adversely affected by higher metal
prices that the Company is unable to pass through to certain customers as a
result of metal price ceilings on a portion of the Company's can sheet sales
in North America. Year to date, this impact was partially offset by the
increase in fair value of certain of the Company's derivative instruments.
Additional items adversely affecting earnings include higher energy and
transportation costs; the adverse effects of currency exchange rates; and
expenses related to the Company's restatement and review process, delayed
financial reporting and continued reliance on third-party consultants to
support its financial reporting requirements.
During the third quarter, the Company paid down debt by
US$37 million, bringing its total debt reduction for the first nine months
of 2006 to US$184 million, which exceeds its principal payment obligations.
Novelis has reduced its debt by US$505 million since its spin-off in January
2005. Cash and cash equivalents as of Sept. 30, 2006, were US$71 million.
Total rolled product shipments increased to 737 kilotonnes in the third
quarter of 2006 from 725 kilotonnes in the third quarter of 2005. For the
nine months ended Sept. 30, 2006, total rolled products shipments increased
approximately 3 percent to 2,231 kilotonnes from 2,168 kilotonnes for the
corresponding period of 2005.
"We believe that the timely filing of our third-quarter financial results
illustrates the progress we are making to transform Novelis into a
disciplined, shareholder-focused company," said William T. Monahan, Chairman
and Interim Chief Executive Officer. "In addition, our operations and
market position remain strong, which we expect will enable us to continue to
deliver on our commitment to reduce debt."
In addition, Novelis announced that it has concluded its previously
announced exploration of divestment options for its upstream mining, energy
and smelting related assets in Brazil. The Company has sold its interest in
Petrocoque S.A. Industria e Comercio, a producer of calcined petroleum coke,
and transferred certain hydroelectric development rights. At this time, the
Company intends to retain its remaining upstream assets in Brazil.
Based in Atlanta, Georgia, Novelis, Inc., (NYSE: NVL) (TSX: NVL)
-- http://www.novelis.com/-- provides customers with a regional
supply of technologically sophisticated rolled aluminum products
throughout Asia, Europe, North America, and South America. The
company operates in 11 countries and has around 13,000 employees. Through
its advanced production capabilities, the company supplies aluminum sheet
and foil to the automotive and transportation, beverage and food packaging,
construction and industrial, and printing markets.
Novelis South America operates two rolling plants and primary production
facilities in Brazil. The company's Pindamonhangaba rolling and recycling
facility in Brazil is the largest aluminum rolling and recycling facility in
South America and the only one capable of producing can body and end stock.
The plant recycles primarily used beverage cans, and is engaged in tolling
recycled metal for its customers.
* * *
As reported in the Troubled Company Reporter on Sept. 7, 2006,
Moody's Investors Service downgraded Novelis Inc.'s corporate
family rating to B1 from Ba3, the bank revolver rating to Ba3
from Ba2, the bank term loan rating to Ba3 from Ba2, and senior
unsecured notes to B2 from B1. Moody's also downgraded Novelis
Corp.'s bank term loan rating to Ba3 from Ba2.
PETROLEO BRASILEIRO: Uniao De Bancos Holds on to Contract
---------------------------------------------------------
Unibanco AIG, Uniao de Bancos Brasileiros' joint venture with US insurer
AIG, has held on to the D&O contract for Petroleo Brasileiro and lessened
premiums 6.5%, Gazeta Mercantil reports.
According Gazeta Mercantil Petroleo Brasileiro will pay US$2.74 million in
yearly premiums in this year's contract, compared with US$2.92 million from
the previous contract signed in November 2005.
Gazeta Mercantil underscores that Unibanco AIG backs 80% of the US$100
million coverage. Coinsurer AGF Seguros, the local unit of Germany's
Allianz, holds 20%. Most of the risk was passed on to IRB-Brasil Re, a
federal reinsurer.
Business News Americas relates that IRB-Brasil allowed insurers to negotiate
D&O contracts on the international market in August, leading to lower prices
and wider coverage.
The D&O premiums increased 48.3% to BRL67.9 million in the first nine months
of 2006, compared with the same period in 2005, BNamericas notes.
BNamericas emphasizes that Unibanco AIG led the segment with BRL31.9 million
in premiums in the first nine months of 2006.
According to the report, Petroleo Brasileiro had invited six insurers to
present bids for the D&O contract:
-- Unibanco AIG,
-- ACE,
-- AGF,
-- Bradesco,
-- Chubb, and
-- Itau.
About Uniao de Bancos
Headquartered in Sao Paulo, Brazil, Uniao de Bancos Brasileiros
SA -- http://www.unibanco.com/-- is a full-service financial
institution providing a range of financial products and services
to a diversified individual and corporate customer base
throughout Brazil. The company's businesses comprise segments:
Retail, Wholesale, Insurance and Pension Plans and Wealth
Management. Uniao de Bancos and its associated companies
FinInvest, LuizaCred, PontoCred and Tecban (Banco 24 Horas)
offer a network composed of 17,000 points of service. It also
counts on 7,580 automated teller machines and all 30 Hours'
products and services, including the telephone service and the
Internet banking. The company's international network consists
of branches in Nassau and the Cayman Islands; representatives
offices in New York; banking subsidiaries in Luxembourg, the
Cayman Islands and Paraguay; and a brokerage firm in New York --
Unibanco Securities Inc.
About Petroleo Brasileiro
Headquartered in Rio de Janeiro, Brazil, Petroleo Brasileiro
SA aka Petrobras -- ttp://www2.petrobras.com.br/ingles/index.asp -- was
founded in 1953. The company explores, produces, refines, transports,
markets, distributes oil and natural gas and power to various wholesale
customers and retail distributors in Brazil.
Petrobras has operations in China, India, Japan, and Singapore.
Petroleo Brasileiro SA's long-term corporate family rating is
rated Ba3 by Moody's.
Fitch Ratings assigned these ratings on Petroleo Brasileiro's
senior unsecured notes:
Maturity Date Amount Rate Ratings
------------- ------ ---- -------
April 1, 2008 US$400,000,000 9% BB+
July 2, 2013 US$750,000,000 9.125% BB+
Sept. 15, 2014 US$650,000,000 7.75% BB+
Dec. 10, 2018 US$750,000,000 8.375% BB+
Fitch upgraded the foreign currency rating of Petrobras to BB+
from BB, with positive outlook, in conjunction with Fitch's
upgrade of the long-term foreign and local currency IDRs of the
Federative Republic of Brazil to BB, from BB- on June 29, 2006.
TAM SA: Begins Restructuring of 54 Stations to Reduce Costs
-----------------------------------------------------------
TAM SA began a restructuring project at 54 Brazilian stations with the
objective to reduce costs and gain synergies through the incorporation of
airport staff, ground support (luggage and cargo), ticket offices and
commercial teams. Currently, such services are provided by third party
companies, and the costs are recognized in our P&L (including personnel).
The incorporation of 5,000 employees will represent a non-recurring cost of
approximately BRL50 million referring to the rescission of the third
parties' contracts. This cost will be recognized over the next quarters.
TAM will benefit from the reduction of taxes on third party services, the
elimination of additional commissions on passengers tickets and cargo, and
the reduction in commercial costs due to the increase in direct sales.
Using the year of 2006 as a base, this benefit will be of approximately
BRL85 million, which will increase according to the increase of our
operations.
Besides the above-mentioned cost reductions, TAM has other objectives with
this restructuring project, such as the standardization of human resources
policies, the creation of a corporate compliance practice, the unification
of commercial policies improving the direct sales efficiency, and the better
synergy among all front service teams including productivity gains and
economies of scale. The employees' retention has as priority the
maintenance of the levels of quality. These contracted employees will
integrate the professional development system, being under the same
remuneration methodology and having the benefits offered by TAM, with
frequent trainings in their respective working area. "This restructuring
project will allow more harmony among the company's activities and gains in
the corporate governance practices since all employees will be managed under
one human resources policy," states Marco Antonio Bologna, TAM's CEO.
TAM SA -- http://www.tam.com.br/-- operates regular flights to
47 destinations throughout Brazil. It serves 72 different
cities in the domestic market through regional alliances.
Additionally, it maintains code-share agreements with
international airline companies that allow passengers to travel
to a large number of destinations throughout the world. TAM was
the first Brazilian airline company to launch a loyalty program.
The program has over 3.3 million subscribers and has awarded
more than 3.6 million tickets.
* * *
Fitch assigned on Aug. 8, 2006, foreign currency and local
currency Issuer Default Ratings of 'BB' to TAM SA. Fitch has
also assigned a national scale rating of 'A+' (bra)' to TAM.
Fitch said the rating outlook is stable.
TELE NORTE: Postpones Shareholders Meeting for the Third Time
-------------------------------------------------------------
Tele Norte Leste Participacoes SA said in a statement that it has suspended
a shareholders meeting set for Nov. 27.
Business News Americas relates that it was the third time that Tele Norte
postponed the shareholders meeting that would involve a votation on the
firm's restructuring plan.
As reported in the Troubled Company Reporter-Latin America on Nov. 28, 2006,
Tele Norte Leste was unable to vote on its corporate restructuring plan for
the second time as the Nov. 24 shareholders meeting failed to reach quorum.
The restructuring plan was not approved in the Nov. 13 shareholder meeting
for the same reason, as 29.17% of the shareholders showed up. The
Nov. 24 assembly was attended by almost 35% of Tele Norte's preferred
shareholders. For a valid decision on the restructuring plan, Tele Norte
needed 50% plus one of preferential shareholders to attend. As previously
reported, Anatel, the telecoms regulator in Brazil, authorized Tele Norte's
corporate restructuring plan. Once the plan gets the shareholders' approval
at a shareholders meeting, Tele Norte will be able to:
-- simplify the structure of its three units:
* Telemar Participacoes,
* Tele Norte Leste Participacoes, and
* Telemar Norte Leste; and
-- bring its shareholders together under one company
called Oi Particicoes.
The operation would involve a major share exchange program, with
each preferential share (without voting rights) being exchanged
for an ordinary share.
Tele Norte told BNamericas that the shareholders meeting has been suspended
as Comissao de Valores Mobiliarios, the securities regulator of Brazil,
requested more details about the voting process.
According to BNamericas, voting has been hampered by a legal battle between
Tele Norte's ordinary and preferential shareholders.
BNamericas underscores that the ordinary shareholders of Tele Norte obtained
court orders preventing certain preferential shareholders from participating
in the shareholders meetings, as they will be in favor of the restructuring.
The ordinary shareholders fear that Previ and BNDES, which hold around 6% of
the preferential shares, could considerably raise their stakes as ordinary
shareholders.
The result is yet uncertain, BNamericas says, citing Jean-Pierre Cote Gil --
an analyst at Standard & Poor's, who supports the proposed restructuring as
a way to improve Tele Norte's corporate governance, increase liquidity and
secure some efficiency gains.
Mr. Gil told BNamericas, "Telemar's (Tele Norte) position to complete the
restructuring is weakened if these preferential shareholders cannot vote."
It is impossible to determine the voting intentions of all of the
shareholders, although some foreign shareholders are openly against the way
the restructuring process is organized, BNamericas notes, citing Mr. Gil.
In practical terms, this should delay Tele Norte's deal by at least 10-15
days, Carlos Constantini, an analyst at Deutsche Bank Equity Research, said
in a statement.
"Should the decision be against Telemar [ie confirming that Previ and the
BNDES cannot vote], the company may continue to avoid the shareholders
meeting, until it finds an alternative plan or legal argument," Mr.
Constantini told BNamericas.
Headquartered in Rio de Janeiro, Brazil, Tele Norte Leste
Participacoes SA -- http://www.telemar.com.br-- is a provider
of fixed-line telecommunications services in South America. The
company markets its services under its Telemar brand name. Tele
Norte's subsidiaries include:
-- Telemar Norte Leste SA,
-- TNL PCS SA,
-- Telemar Internet Ltda., and
-- Companhia AIX Participacoes SA.
* * *
As reported on Aug. 21, 2006, Fitch Ratings upgraded Tele Norte
Leste Participacoes SA's foreign currency issuer default rating
to 'BB+' from 'BB'.
UNIAO DE BANCOS: Eyes Increase in Lending in 2007
-------------------------------------------------
Uniao de Bancos Brasileiros expects to boost lending in 2007 at a higher
rate than what was previously forecasted, Business News Americas reports,
citing Pedro Moreira Salles, the bank's chief executive officer.
Geraldo Travaglia, the corporate vice president of Uniao de Bancos, told
BNamericas earlier in November that the bank expected to increase lending up
to 20% next year.
Mr. Salles explained to BNamericas that Uniao de Bancos and Fininvest, its
consumer finance unit, ratified fewer loan applications in 2006 after an
increase in non-performing loans at the end of last year. But now the bank
is ready to boost loan offers.
"We want to return to growing aggressively in personal loans. Not including
a change in our clientele, which there shouldn't be, we are going to expand
our loan book more next year than this year. We prepared ourselves this
year. We reexamined our loan policy... this gives us the confidence to
start growing again," BNamericas says, citing Mr. Salles.
Uniao de Bancos raised lending by 17.5% to BRL43.3 billion in the 12 months
ending September 2006. However, the bank's third quarter net profits for
2006 decreased 78.0% on to BRL106 million, compared with the same period in
2005, due to a BRL464-million goodwill charge, BNamericas states.
Headquartered in Sao Paulo, Brazil, Uniao de Bancos Brasileiros
SA -- http://www.unibanco.com/-- is a full-service financial
institution providing a range of financial products and services
to a diversified individual and corporate customer base
throughout Brazil. The company's businesses comprise segments:
Retail, Wholesale, Insurance and Pension Plans and Wealth
Management. Uniao de Bancos and its associated companies
FinInvest, LuizaCred, PontoCred and Tecban (Banco 24 Horas)
offer a network composed of 17,000 points of service. It also
counts on 7,580 automated teller machines and all 30 Hours'
products and services, including the telephone service and the
Internet banking. The company's international network consists
of branches in Nassau and the Cayman Islands; representatives
offices in New York; banking subsidiaries in Luxembourg, the
Cayman Islands and Paraguay; and a brokerage firm in New York --
Unibanco Securities Inc.
* * *
As reported on Sept. 4, 2006, Moody's Investors Service upgraded
these ratings of Uniao de Bancos Brasileiros SA:
-- long-term foreign currency deposits to Ba3 from Ba1; and
-- long- and short-term global local currency deposit ratings
to A1/Prime-1 from A3/Prime-2.
Moody's rating action was the direct result of the upgrade of
Brazil's country ceiling for foreign currency bonds and notes to
Ba2, from Ba3, as well as Brazil's country ceiling for foreign
currency bank deposits to Ba3, from B1, and the local currency
bank deposit ceiling to A1, from A3.
UNIAO DE BANCOS: Holds on to Contract for Petroleo Brasileiro
-------------------------------------------------------------
Unibanco AIG, Uniao de Bancos Brasileiros' joint venture with US insurer
AIG, has lessened premiums 6.5% and held on to the D&O contract for Petroleo
Brasileiro, Gazeta Mercantil reports.
According Gazeta Mercantil Petroleo Brasileiro will pay US$2.74 million in
yearly premiums in this year's contract, compared with US$2.92 million from
the previous contract signed in November 2005.
Gazeta Mercantil underscores that Unibanco AIG backs 80% of the US$100
million coverage. Coinsurer AGF Seguros, the local unit of Germany's
Allianz, holds 20%. Most of the risk was passed on to IRB-Brasil Re, a
federal reinsurer.
Business News Americas relates that IRB-Brasil allowed insurers to negotiate
D&O contracts on the international market in August, leading to lower prices
and wider coverage.
The D&O premiums increased 48.3% to BRL67.9 million in the first nine months
of 2006, compared with the same period in 2005, BNamericas notes.
BNamericas emphasizes that Unibanco AIG led the segment with BRL31.9 million
in premiums in the first nine months of 2006.
According to the report, Petroleo Brasileiro had invited six insurers to
present bids for the D&O contract:
-- Unibanco AIG,
-- ACE,
-- AGF,
-- Bradesco,
-- Chubb, and
-- Itau.
About Uniao de Bancos
Headquartered in Rio de Janeiro, Brazil, Petroleo Brasileiro
SA aka Petrobras -- http://www2.petrobras.com.br/ingles/index.asp-- was
founded in 1953. The company explores, produces, refines, transports,
markets, distributes oil and natural gas and power to various wholesale
customers and retail distributors in Brazil.
Petrobras has operations in China, India, Japan, and Singapore.
About Uniao de Bancos
Headquartered in Sao Paulo, Brazil, Uniao de Bancos Brasileiros
SA -- http://www.unibanco.com/-- is a full-service financial
institution providing a range of financial products and services
to a diversified individual and corporate customer base
throughout Brazil. The company's businesses comprise segments:
Retail, Wholesale, Insurance and Pension Plans and Wealth
Management. Uniao de Bancos and its associated companies
FinInvest, LuizaCred, PontoCred and Tecban (Banco 24 Horas)
offer a network composed of 17,000 points of service. It also
counts on 7,580 automated teller machines and all 30 Hours'
products and services, including the telephone service and the
Internet banking. The company's international network consists
of branches in Nassau and the Cayman Islands; representatives
offices in New York; banking subsidiaries in Luxembourg, the
Cayman Islands and Paraguay; and a brokerage firm in New York --
Unibanco Securities Inc.
* * *
As reported on Sept. 4, 2006, Moody's Investors Service upgraded
these ratings of Uniao de Bancos Brasileiros SA:
-- long-term foreign currency deposits to Ba3 from Ba1; and
-- long- and short-term global local currency deposit ratings
to A1/Prime-1 from A3/Prime-2.
Moody's rating action was the direct result of the upgrade of
Brazil's country ceiling for foreign currency bonds and notes to
Ba2, from Ba3, as well as Brazil's country ceiling for foreign
currency bank deposits to Ba3, from B1, and the local currency
bank deposit ceiling to A1, from A3.
===========================
C A Y M A N I S L A N D S
===========================
BIT FIRST: Last Shareholders Meeting Is Set for Dec. 1
------------------------------------------------------
Bit First Corp.'s final shareholders meeting will be at 11:30 a.m. on Dec.
1, 2006, at the company's registered office.
These agendas will be taken during the meeting:
1) accounting of the liquidation process showing how the
winding up has been conducted during the preceding year,
2) requesting the members' approval of the liquidation fees
incurred to date, approval of the liquidator's estimated
costs to completion, and
3) hearing any explanation that may be given by the
liquidator.
A member entitled to attend and vote at the meeting may appoint
a proxy, who need not be a member, in his stead.
The liquidators can be reached at:
John Cullinane
Derrie Boggess
c/o Walkers SPV Limited, Walker House
P.O. Box 908, George Town
Grand Cayman, Cayman Islands
CATYA INVESTMENTS: Last Shareholders Meeting Is Set for Dec. 1
--------------------------------------------------------------
Catya Investments Ltd.'s shareholders will convene for a final meeting on
Dec. 1, 2006, at the company's registered office.
Accounts on the company's liquidation process will be presented
during the meeting.
The liquidator can be reached at:
Jose Luis Rodriquez Alvarez
BBVA LuxInvest S.A.
76, Avenue de la Liberte
L-1930 Luxembourg
CHINA WALDEN MANAGEMENT: Claims Filing Deadline Is on Dec. 1
------------------------------------------------------------
China Walden Management Ltd.'s creditors are required to submit proofs of
claim by Dec. 1, 2006, to the company's liquidator:
Timothy James Reid
c/o Maples and Calder, Attorneys-at-law
P.O. Box 309GT, Ugland House
South Church Street, George Town
Grand Cayman, Cayman Islands
Creditors who are not able to comply with the Dec. 1 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.
China Walden's shareholders agreed on Oct. 30, 2006, for the company's
voluntary liquidation under Section 135 of the Companies Law (2004 Revision)
of the Cayman Islands.
CHINA WALDEN VENTURE: Filing of Proofs of Claim Is Until Dec. 1
---------------------------------------------------------------
China Walden Venture Investments Ltd.'s creditors are required to submit
proofs of claim by Dec. 1, 2006, to the company's liquidator:
Timothy James Reid
c/o Maples and Calder, Attorneys-at-law
P.O. Box 309GT, Ugland House
South Church Street, George Town
Grand Cayman, Cayman Islands
Creditors who are not able to comply with the Dec. 1 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.
China Walden's shareholders agreed on Oct. 30, 2006, for the company's
voluntary liquidation under Section 135 of the Companies Law (2004 Revision)
of the Cayman Islands.
CTMP II: Today Is Last Day to File Proofs of Claim
--------------------------------------------------
CTMP II Funding Corp's creditors are required to submit proofs of claim
until today to the company's liquidators:
Bernard McGrath
David Walker
Caledonian House
P.O. Box 1043, George Town
Grand Cayman , Cayman Islands
Tel: 345-949-0050
Fax: 345-949-8062
Creditors who are not able to comply with today's deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.
CTMP II's shareholders agreed on Nov. 1, 2006, for the company's voluntary
liquidation under Section 135 of the Companies Law (2004 Revision) of the
Cayman Islands.
CTMP II (GS): Creditors Have Until Today to File Proofs of Claim
----------------------------------------------------------------
CTMP II Funding Corp GS' creditors are required to submit proofs of claim
until today to the company's liquidators:
Bernard McGrath
David Walker
Caledonian House
P.O. Box 1043, George Town
Grand Cayman , Cayman Islands
Tel: 345-949-0050
Fax: 345-949-8062
Creditors who are not able to comply with today's deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.
CTMP II's shareholders agreed on Nov. 1, 2006, for the company's voluntary
liquidation under Section 135 of the Companies Law (2004 Revision) of the
Cayman Islands.
CURALIUM GENERAL: Calls Shareholders for Final Meeting on Dec. 1
----------------------------------------------------------------
Curalium General Partner Inc.'s final shareholders meeting will be at 10:00
a.m. on Dec. 1, 2006, at the company's registered office.
These agendas will be taken during the meeting:
1) accounting of the liquidation process showing how the
winding up has been conducted during the preceding year,
2) requesting the members' approval of the liquidation fees
incurred to date, approval of the liquidator's estimated
costs to completion, and
3) hearing any explanation that may be given by the
liquidator.
A member entitled to attend and vote at the meeting may appoint
a proxy, who need not be a member, in his stead.
The liquidator can be reached at:
Q&H Nominees Ltd.
Attn: Greg Link
P.O. Box 1348, George Town
Grand Cayman, Cayman Islands
Tel: (345) 949 4123
Fax: (345) 949 4647
GAZELLE GLOBAL: Liquidator to Present Wind Up Account on Dec. 1
---------------------------------------------------------------
Gazelle Global Fund Ltd.'s will hold its annual general meeting
at 3:00 p.m. on Dec. 1, 2006, at the company's registered office.
These agendas will be taken during the meeting:
1) accounting of the liquidation process showing how the
winding up has been conducted during the preceding year,
2) requesting the members' approval of the liquidation fees
incurred to date, approval of the liquidator's estimated
costs to completion, and
3) hearing any explanation that may be given by the
liquidator.
A member entitled to attend and vote at the meeting may appoint
a proxy, who need not be a member, in his stead.
The liquidators can be reached at:
David A. K. Walker
Attn: Jodi Jones
P.O. Box 258, George Town
Grand Cayman, Cayman Islands
Tel: (345) 914 8694
Fax: (345) 945 4237
ID (CAYMAN): Claims Verification Deadline Is on Dec. 1
------------------------------------------------------
Ursa Investments' creditors are required to submit proofs of claim by Dec.
1, 2006, to the company's liquidators:
Cereita Lawrence
Janet Crawshaw
Caledonian House
P.O. Box 1109
Grand Cayman, Cayman Islands
Tel: 345-949-7510
Fax: 345-949-7634
Creditors who are not able to comply with the Dec. 1 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.
ID (Cayman)'s shareholders agreed on Oct. 10, 2006, for the company's
voluntary liquidation under Section 135 of the Companies Law (2004 Revision)
of the Cayman Islands.
IVY MA (2): Invites Shareholders for Final Meeting on Dec. 1
------------------------------------------------------------
Ivy Ma Holdings Cayman 2, Ltd.'s will hold its annual general meeting at
9:00 a.m. on Dec. 1, 2006, at the company's registered office.
These agendas will be taken during the meeting:
1) accounting of the liquidation process showing how the
winding up has been conducted during the preceding year,
2) requesting the members' approval of the liquidation fees
incurred to date, approval of the liquidator's estimated
costs to completion, and
3) hearing any explanation that may be given by the
liquidator.
A member entitled to attend and vote at the meeting may appoint
a proxy, who need not be a member, in his stead.
The liquidators can be reached at:
John Cullinane
Derrie Boggess
c/o Walkers SPV Limited, Walker House
P.O. Box 908, George Town
Grand Cayman, Cayman Islands
IVY MA (3): Sets Final Shareholders Meeting for Dec. 1
------------------------------------------------------
Ivy Ma Holdings Cayman 3, Ltd.'s will hold its annual general meeting at
9:30 a.m. on Dec. 1, 2006, at the company's registered office.
These agendas will be taken during the meeting:
1) accounting of the liquidation process showing how the
winding up has been conducted during the preceding year,
2) requesting the members' approval of the liquidation fees
incurred to date, approval of the liquidator's estimated
costs to completion, and
3) hearing any explanation that may be given by the
liquidator.
A member entitled to attend and vote at the meeting may appoint
a proxy, who need not be a member, in his stead.
The liquidators can be reached at:
John Cullinane
Derrie Boggess
c/o Walkers SPV Limited, Walker House
P.O. Box 908, George Town
Grand Cayman, Cayman Islands
IVY MA (4): Shareholders to Gather for Final Meeting on Dec. 1
--------------------------------------------------------------
Ivy Ma Holdings Cayman 4, Ltd.'s will hold its annual general meeting at
10:00 a.m. on Dec. 1, 2006, at the company's registered office.
These agendas will be taken during the meeting:
1) accounting of the liquidation process showing how the
winding up has been conducted during the preceding year,
2) requesting the members' approval of the liquidation fees
incurred to date, approval of the liquidator's estimated
costs to completion, and
3) hearing any explanation that may be given by the
liquidator.
A member entitled to attend and vote at the meeting may appoint
a proxy, who need not be a member, in his stead.
The liquidators can be reached at:
John Cullinane
Derrie Boggess
c/o Walkers SPV Limited, Walker House
P.O. Box 908, George Town
Grand Cayman, Cayman Islands
IVY MA (6): Shareholders to Gather for Last Meeting on Dec. 1
-------------------------------------------------------------
Ivy Ma Holdings Cayman 6, Ltd.'s will hold its annual general meeting at
11:30 a.m. on Dec. 1, 2006, at the company's registered office.
These agendas will be taken during the meeting:
1) accounting of the liquidation process showing how the
winding up has been conducted during the preceding year,
2) requesting the members' approval of the liquidation fees
incurred to date, approval of the liquidator's estimated
costs to completion, and
3) hearing any explanation that may be given by the
liquidator.
A member entitled to attend and vote at the meeting may appoint
a proxy, who need not be a member, in his stead.
The liquidators can be reached at:
John Cullinane
Derrie Boggess
c/o Walkers SPV Limited, Walker House
P.O. Box 908, George Town
Grand Cayman, Cayman Islands
IVY MA (7): Shareholders to Convene for Last Meeting on Dec. 1
--------------------------------------------------------------
Ivy Ma Holdings Cayman 7, Ltd.'s will hold its annual general meeting at
11:00 a.m. on Dec. 1, 2006, at the company's registered office.
These agendas will be taken during the meeting:
1) accounting of the liquidation process showing how the
winding up has been conducted during the preceding year,
2) requesting the members' approval of the liquidation fees
incurred to date, approval of the liquidator's estimated
costs to completion, and
3) hearing any explanation that may be given by the
liquidator.
A member entitled to attend and vote at the meeting may appoint
a proxy, who need not be a member, in his stead.
The liquidators can be reached at:
John Cullinane
Derrie Boggess
c/o Walkers SPV Limited, Walker House
P.O. Box 908, George Town
Grand Cayman, Cayman Islands
KAL JAPAN: Shareholders to Gather for Final Meeting on Dec. 1
-------------------------------------------------------------
Kal Japan ABS 1 Cayman Ltd.'s final shareholders meeting will be at 12:00
p.m. on Dec. 1, 2006, at the company's registered office.
These agendas will be taken during the meeting:
1) accounting of the liquidation process showing how the
winding up has been conducted during the preceding year,
2) requesting the members' approval of the liquidation fees
incurred to date, approval of the liquidator's estimated
costs to completion, and
3) hearing any explanation that may be given by the
liquidator.
A member entitled to attend and vote at the meeting may appoint
a proxy, who need not be a member, in his stead.
The liquidators can be reached at:
John Cullinane
Derrie Boggess
c/o Walkers SPV Limited, Walker House
P.O. Box 908, George Town
Grand Cayman, Cayman Islands
MASTER FINANCE: Last Shareholders Meeting Is Set for Dec. 1
-----------------------------------------------------------
Master Finance (Cayman Islands) Ltd.'s final shareholders meeting will be at
11:00 a.m. on Dec. 1, 2006, at:
Caledonian House
69 Dr. Roy's Drive
Grand Cayman, Cayman Islands
These agendas will be taken during the meeting:
1) accounting of the liquidation process showing how the
winding up has been conducted during the preceding year,
2) requesting the members' approval of the liquidation fees
incurred to date, approval of the liquidator's estimated
costs to completion, and
3) hearing any explanation that may be given by the
liquidator.
A member entitled to attend and vote at the meeting may appoint
a proxy, who need not be a member, in his stead.
The liquidator can be reached at:
Bernard McGrath
Caledonian House
P.O. Box 1043GT, George Town
Grand Cayman, Cayman Islands
Tel: 345-949-0050
Fax: 349-949-8062
PRODUCAYMAN: Shareholders to Convene for Final Meeting on Dec. 1
----------------------------------------------------------------
Producayman's shareholders will convene for a final meeting at 11:00 a.m. on
Dec. 1, 2006, at the company's registered office.
Accounts on the company's liquidation process will be presented
during the meeting.
The liquidators can be reached at:
Russell Smith
Attn: Matthew Smith
P.O. Box 2499, George Town
Grand Cayman, Cayman Islands
Tel: (345) 946 0820
Fax: (345) 946 0864
WALDEN CHINA: Last Day for Proofs of Claim Filing Is on Dec. 1
--------------------------------------------------------------
Walden China Ltd.'s creditors are required to submit proofs of claim by Dec.
1, 2006, to the company's liquidator:
Timothy James Reid
c/o Maples and Calder, Attorneys-at-law
P.O. Box 309GT, Ugland House
South Church Street, George Town
Grand Cayman, Cayman Islands
Creditors who are not able to comply with the Dec. 1 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.
Walden China's shareholders agreed on Oct. 30, 2006, for the company's
voluntary liquidation under Section 135 of the Companies Law (2004 Revision)
of the Cayman Islands.
WMG GLOBAL: Creditors Must File Proofs of Claim by Dec. 1
---------------------------------------------------------
WMG Global Macro Fund Ltd.'s creditors are required to submit proofs of
claim by Dec. 1, 2006, to the company's liquidator:
Richard L. Finlay
Conyers Dill & Pearman, Cayman
George Town
Grand Cayman, Cayman Islands
Creditors who are not able to comply with the Dec. 1 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.
WMG Global's shareholders agreed on Sept. 26, 2006, for the company's
voluntary liquidation under Section 135 of the Companies Law (2004 Revision)
of the Cayman Islands.
Parties-in-interest may contact:
Krysten Lumsden
P.O. Box 2681, George Town
Grand Cayman, Cayman Islands
Tel: (345) 945 3901
Fax: (345) 945 3902
WMG GLOBAL (MASTER): Proofs of Claim Filing Is Until Dec. 1
-----------------------------------------------------------
WMG Global Macro Master Fund Ltd.'s creditors are required to submit proofs
of claim by Dec. 1, 2006, to the company's liquidator:
Richard L. Finlay
Conyers Dill & Pearman, Cayman
George Town
Grand Cayman, Cayman Islands
Creditors who are not able to comply with the Dec. 1 deadline
won't receive any distribution that the liquidator will make.
Creditors are required to present proofs of claim personally or
through their solicitors.
WMG Global's shareholders agreed on Sept. 26, 2006, for the company's
voluntary liquidation under Section 135 of the Companies Law (2004 Revision)
of the Cayman Islands.
Parties-in-interest may contact:
Krysten Lumsden
P.O. Box 2681, George Town
Grand Cayman, Cayman Islands
Tel: (345) 945 3901
Fax: (345) 945 3902
===================
C O S T A R I C A
===================
* COSTA RICA: Will Vie for Hosting Central American Refinery
------------------------------------------------------------
The Costa Rican government will compete for the hosting of a refinery for
the Central American region, Prensa Latina reports, citing Roberto Dobles,
the nation's environment and energy minister.
According to Prensa Latina, the refinery will process 360,000 barrels of
crude oil per day.
Minister Dobles told Prensa Latina that Costa Rica wants the zone of
Puntarenas, Central Pacific, to be the site for the construction of the
refinery.
Costa Rica should present before Dec. 10 the support of its proposal to the
Meso American Energy Integration Program -- an organization formed by
Central American nations, Mexico, the Dominican Republic and Colombia,
Prensa Latina notes, citing Minister Dobles.
Sources told Prensa Latina that they want to support the project, whose host
will be chosen by in July 2007.
Once Costa Rica fulfills its objective, the facility -- valued at US$7
billion -- would be located in the municipality of Barranca, Puntarenas, 62
miles west of San Jose. The plant would start working starting in 2012,
Prensa Latina states.
* * *
As reported on Aug. 21, 2006, Fitch Ratings upgraded Costa
Rica's country ceiling to BB+ from BB.
=======
C U B A
=======
* CUBA: Agriculture Ministry Works in 28 Projects with Venezuela
----------------------------------------------------------------
The agriculture ministry of Cuba is collaborating with the Venezuelan
agricultural authorities in 28 development projects in Venezuela, Prensa
Latina reports.
Prensa Latina relates that 1,092 Cuban technicians are involved in the
projects, including 639 in Barrio Adentro, by means of which Cuban and
Venezuelan doctors are taking care of communities with few financial
resources for free.
According to Prensa Latina, these are favorable projects to:
-- small and medium agricultural producers, and
-- others covering:
* fishing,
* hydraulics, and
* sugar industries.
The report says that the bilateral work also facilitated the creation of the
Center for Technical Assistance to Producers, with Cuban specialists working
as supervisors.
Prensa Latina underscores that the Center for Technical Assistance aids
those working in the sectors in many aspects like the access to credits, and
orientation on important agricultural sanitation topics.
Over 5,000 Venezuelan technicians will participate in training courses on
agricultural specialities, and cattle breeding techniques, Maria del Carmen
Perez -- Venezuelan substitute agriculture minister -- told Prensa Latina.
* * *
Moody's assigned these ratings on Cuba:
-- CC LT Foreign Bank Deposit, Caa2
-- CC LT Foreign Currency Debt, Caa1
-- CC ST Foreign Bank Deposit, NP
-- CC ST Foreign Currency Debt, NP
-- Issuer Rating, Caa1
=============
E C U A D O R
=============
* ECUADOR: Fitch Says Likely Debt Restructuring Raises Concerns
---------------------------------------------------------------
Statements about potential debt restructuring by Rafael Correa, the apparent
victor in Ecuador's presidential election, raise credit concerns, according
to Fitch Ratings.
"Campaign promises to renegotiate debt by fiat or to impose a moratorium
must be taken seriously," said Morgan C. Harting, lead sovereign analyst for
Ecuador. "Our assessment of sovereign creditworthiness considers both
ability to pay and willingness. Given Ecuador's poor debt service track
record, willingness is a risk we have highlighted consistently. Until now,
however, authorities have insisted on their commitment to honor obligations.
Correa's statements mark a break from current policy. And his notion of a
pre-emptive restructuring harmful to bond investors in the absence of
financial duress would be unprecedented."
Fitch maintains a 'B-' rating on Ecuador's long-term foreign currency
foreign currency Issuer Default Rating, with a Negative Outlook.
"Paradoxically," Mr. Harting notes, "concerns about willingness have been
rising as Ecuador's ability to pay has been improving."
Higher oil prices, a tax increase on oil companies, and the seizure of an
important oil production concession have boosted government oil revenues by
more than US$1 billion this year, or about 18% of 2005 revenues. Overall,
oil-related revenues are estimated to account for about 42% of central
government revenues this year. The surge in revenues has exceeded spending
growth, pushing central government deposits at the Central Bank to US$1.86
billion as of end-October, an increase of US$860 million over the past year
and the highest balance in recent years. This equals about 58% of total
scheduled 2007 debt service, but it fully covers the estimated US$1.05
billion in external bond principal and interest. Most public sector
deposits are earmarked for social programs, infrastructure and
contingencies, but Fitch believes that a substantial portion could be
reassigned for bond debt service if needed, given the political will to do
so. Oil-related government revenue is expected to rise again in 2007
relative to 2006, even assuming a significant price decline, because the
2006 tax increases and property seizures took effect mid-year.
As the apparent victor clarifies his position on pre-emptive debt
restructuring, Fitch will make appropriate changes to the ratings and
Outlooks. If a moratorium is announced or an exchange offer is made that
would be harmful to bondholders according to Fitch's distressed debt
exchange criteria, the ratings could be downgraded. In the event that the
incoming president makes demonstrates his intention to continue bond debt
service according to original terms and that any potential exchange would be
completely voluntary, Fitch could remove the Negative Outlook in light of
the improved fiscal position.
=====================
E L S A L V A D O R
=====================
BANCO SALVADORENO: Fitch Ups Rating to BBB- from BB on HSBC Buy
---------------------------------------------------------------
Fitch Ratings has upgraded the ratings of Grupo Banistmo's subsidiaries,
following the successful completion of HSBC's tender offer to acquire a
majority stake in Banistmo. On
Nov. 24, HSBC acquired 99.98% of Banistmo's outstanding shares. The rating
actions are:
Primer Banco del Istmo:
-- Long-term Issuer Default Rating upgraded to 'BBB+' from
'BB+';
-- Short-term rating upgraded to 'F2' from 'B';
-- Support rating upgraded to '2' from '5';
-- Individual rating affirmed at 'C/D';
-- Local corporate bonds affirmed at 'AAA(pan)' and
'AAA(slv)'.
Banco Salvadoreno
-- Long-term IDR upgraded to 'BBB-' from 'BB';
-- Short-term rating upgraded to 'F2' from 'B';
-- Support rating upgraded to '2' from '3';
-- Individual rating upgraded to 'C/D' from 'D';
-- National-scale long-term rating upgraded to 'AAA(slv)'
from 'AA-(slv)';
-- Outstanding unsecured and secured local bonds upgraded
to 'AAA(slv)' from 'AA-(slv)' and 'AA(slv)',
respectively;
-- National-scale short-term rating affirmed at 'F1+(slv)'.
Inversiones Financieras Bancosal
-- National-scale long-term rating upgraded to 'AAA(slv)'
from 'AA-(slv)';
-- National-scale short-term rating affirmed at 'F1+(slv)'.
Banco Banex
-- National-scale long-term rating upgraded to 'AAA(cri)'
from 'AA-(cri)';
-- National-scale short-term rating affirmed at 'F1+(cri)'.
Banco Grupo el Ahorro Hondureno
-- National-scale long-term rating upgraded to 'AAA(hnd)'
from 'AA-(hnd)';
-- National-scale short-term rating upgraded to 'F1+(hnd)'
from 'F1(hnd)'.
The rating outlook for all long-term ratings is Stable. The upgrade in
Primer Banco's and Salvadoreno's support and IDRs to the country ceilings in
Panama and El Salvador, respectively, reflect our belief that support from
HSBC (rated 'AA' by Fitch) would be forthcoming, if required. In turn, the
upgrade in Salvadoreno's individual rating was driven by sustained
improvements in capital adequacy, asset quality and profitability. Fitch
expects that the integration of Salvadoreno into HSBC will likely continue
to benefit its overall financial profile and risk management.
Salvadoreno's individual rating is now equal to Primer Banco's, which was
affirmed given that its financial condition and cross-border exposure remain
consistent with the 'C/D' Individual rating. Over time, the individual
ratings of both banks could benefit from improvements driven by their
integration into HSBC. Primer Banco's and Salvadoreno's IDRs are
constrained and further upgrades will follow changes in Panama's and El
Salvador's country ceilings, respectively.
The acquisition of Central America's largest financial group provides HSBC
with a unique and leading position in a region with adequate overall
prospects and increasing economic integration. Banistmo operates as a
universal bank in Panama and its main foreign markets. In addition to
Primer Banco, Banistmo's banking regional franchise includes:
-- Corporacion Banex (Costa Rica),
-- Banco Grupo el Ahorro Hondureno or BGA (Honduras),
-- Banistmo Colombia (Colombia),
-- Banistmo Nicaragua (Nicaragua) and
-- Inversiones Financieras Bancosal (El Salvador),
Salvadoreno's parent company, where Banistmo holds a 56%
stake.
In turn, Banistmo's insurance operations include:
-- Compania Nacional de Seguros or CONASE (Panama),
-- Compania de Seguros El Ahorro Hondureno or SEAHSA
(Honduras) and
-- Internacional de Seguros (El Salvador).
At end-September 2006, Banistmo reported consolidated assets and equity of
US$9.5 billion and US$837 million, respectively, and was the largest
financial conglomerate in Central America in terms of assets.
BANCO SALVADORENO: S&P Ups Rating to BB+ from BB on HSBC Buy
------------------------------------------------------------
Standard & Poor's Ratings Services raised its counterparty credit and CD
ratings on Primer Banco del Istmo S.A. aka Banistmo to 'BBB-/A-3' from
'BB+/B', and removed them from CreditWatch Positive where they were placed
July 21, 2006. At the same time, it raised its counterparty credit and CD
ratings on Banco Salvadoreno S.A. to 'BB+/B' from 'BB/B', and removed them
from CreditWatch Positive where they were placed July 21, 2006. The outlook
is stable for both banks.
"The upgrade reflects Standard & Poor's group methodology, under which
Banistmo and Salvadoreno are now considered strategically important
subsidiaries for HSBC Holdings PLC (AA-/Stable/A-1+)," said Standard &
Poor's credit analyst Leonardo Bravo.
The strategically important consideration is given by several factors,
including majority ownership of HSBC Holdings PLC of its subsidiaries in
Panama and El Salvador, which will allow HSBC to control the operations and
to implement the group's global procedures. Also in the next year Standard &
Poor's expects current subsidiaries to adopt HSBC's commercial name and
benefit in terms of recognition and global relations.
Standard & Poor's expects tangible effects of the transaction to include
improved financial flexibility as a consequence of available bank lines from
other subsidiaries of the HSBC network, access to HSBC's credit risk
management, operational processes, international distribution network, and
management experience in emerging markets. The rating agency thinks HSBC's
strategies will allow its subsidiaries to improve their financial profiles,
to obtain good results, and to build realistic medium-term prospects. The
acquisition is consistent with HSBC's strategy of expanding its presence in
markets with higher growth potential and we expect HSBC to successfully
deepen its presence in Central America.
The acquisition will allow the banks to work with one technological platform
across the region and to have a retail branch network in most Latin American
countries. HSBC has been successful in other countries such as Mexico and
Brazil in gaining market share, and has been an important competitor in most
business lines. Banistmo and Salvadoreņo's current focus to operate with
large local corporates and retail clients will be complemented by HSBC's
global capabilities.
The stable outlook incorporates our expectation that Banistmo will
consolidate its leading position in the Central American region. We expect
Salvadoreno to progressively gain market share and consolidate its presence
in El Salvador. Standard & Poor's expects both banks to improve their
financial profiles, including increasing profitability, maintaining adequate
origination policies, and strengthening capitalization. Integration costs'
temporary effects on efficiency are built into the current rating levels,
and are not expected to be material. Execution risk is considered
relatively low given HSBC's strong track record in managing acquisitions.
The stable outlook also reflects the outlook on the sovereign credit ratings
on Panama and El Salvador. Better-adjusted capitalization ratios in
Banistmo and improved asset quality and recurrent profitability in both
banks could benefit the ratings.
SBARRO: MidOcean Partners Will Buy Company at Undisclosed Term
--------------------------------------------------------------
Sbarro Inc. has signed a definitive agreement with MidOcean Partners LLC, a
private-equity firm.
MidOcean will acquire Sbarro for an undisclosed amount.
Rob Sharp, a partner at MidOcean, said, "We were extremely pleased that we
had the exclusive opportunity to work with the Sbarro family to complete
this exciting transaction. Sbarro is a tremendously strong and stable brand
with unique positioning in the market. Today, the company is poised for
significant future growth. We are very impressed with the performance of
CEO Peter Beaudrault and his management team and we look forward to working
with them to continue to build the business globally and to capitalize on
its significant growth potential."
Mario Sbarro said, "My brothers and I are pleased to have MidOcean and Peter
Beaudrault and his management team guide Sbarro to the future. We are proud
of the vision that our parents had over 50 years ago and the company which
we built over these years. We are confident that the team of MidOcean and
management will care for the brand, which bears our family name."
Peter Beaudrault, president and chief executive officer of Sbarro, is an
experienced restaurant industry veteran who previously served as President
and CEO at Hard Rock Cafe International and held senior executive positions
at TGI Friday's Inc.
Since joining Sbarro in 2004, Mr. Beaudrault has successfully implemented a
strategic growth plan with his experienced and cohesive senior management
team that has driven significant increases in sales and profitability. Mr.
Beaudrault and the entire management team will continue in their positions
after the acquisition.
Mr. Beaudrault said, "A key to our future growth is the fact that we have
committed partners in the MidOcean team who have significant experience in
building branded consumer businesses. The management team is pleased that we
will be able to continue to build our vision for this company with them. In
addition, we will continue to have the creativity and vision of the founding
Sbarro family that for 50 years has made this outstanding brand synonymous
with high quality and affordable Italian cuisine."
Northpoint Advisors served as advisors to MidOcean. Credit Suisse and Bank
of America will provide financing for the transaction. Kirkland & Ellis LLP
provided legal counsel to MidOcean. Willkie Farr & Gallagher LLP provided
legal counsel to Sbarro.
About MidOcean Partners
Based in New York and London, MidOcean Partners LLC --
http://www.midoceanpartners.com/-- is a private equity firm focused on the
middle market. MidOcean is committed to investing in high quality companies
with stable market positions and multiple opportunities for growth in the
United States and Europe. Targeted sectors include consumer and leisure,
media and communications, business and financial services, and industrials.
MidOcean utilizes a broad foundation of expertise in its focus industries
and its transatlantic platform to create value for its investors and
partners.
About Sbarro Inc.
Melville, New York-based Sbarro Inc. -- http://www.sbarro.com/
-- is a quick service restaurant chain that serves Italian specialty foods.
The Company has approximately 1,000 locations across 34 countries and 11,000
employees under brand names such as "Sbarro,", "Umberto's," and "Carmela's
Pizzeria." The company announced on June 19, 2006, its international
expansion by opening more than 25 restaurants in Guatemala, El Salvador,
Honduras, The Bahamas and Romania.
* * *
As reported in the Troubled Company Reporter on Nov. 9, 2006,
Moody's Investors Service held Sbarro Inc.'s Caa1 Corporate
Family Rating and Caa1 rating on the company's US$255 million Guaranteed 11%
Senior Unsecured Notes due on September 2009 in connection of the rating
agency's implementation of its new Probability-of-Default and
Loss-Given-Default rating methodology.
=================
G U A T E M A L A
=================
AFFILIATED COMP: Reports Results of Stock Option Investigation
--------------------------------------------------------------
Affiliated Computer Services, Inc., completed its internal investigation
into its historical stock option practices and the actions it is taking in
response to the findings of the investigation, including changes in its
executive management.
The investigation concluded that certain conduct of Mark A. King, the
company's Chief Executive Officer, and Warren D. Edwards, the company's
Chief Financial Officer, violated the company's Code of Ethics for Senior
Financial Officers. Mr. King and Mr. Edwards have resigned, effective Nov.
26, 2006, and have entered into separation agreements with the company.
The Board of Directors has appointed Lynn Blodgett, who has been serving as
Executive Vice President and Chief Operating Officer of the company and as a
director since September 2005, as President and Chief Executive Officer, and
John Rexford, who has been serving as Executive Vice President -- Corporate
Development since March 2001, as Executive Vice President and Chief
Financial Officer and as a director, in each case effective immediately.
Mr. Blodgett and Mr. Rexford have served in various executive capacities
with the company for over ten years.
Darwin Deason, Chairman of the Board, commented, "The Board of
Directors and I have the highest degree of confidence in the leadership
capabilities of Lynn Blodgett and John Rexford. Their long-term executive
management experience with ACS will allow them to quickly assume their new
responsibilities and ensure continued service excellence for our client
base, strong leadership for our employees, and long-term growth in value for
our shareholders. This is a strong reflection on the depth and breadth of
the ACS management team."
The company is continuing to review and evaluate the results of the internal
investigation and recent accounting guidelines established by the Securities
and Exchange Commission to determine the accounting consequences of the use
of incorrect measurement dates during the period from 1994 through 2005.
The company currently expects that the incremental cumulative non-cash
compensation expense related to incorrect accounting measurement dates will
be approximately US$51 million, plus additional tax related expenses. This
estimate may increase or decrease when finalized. The company has not yet
determined the impact of these accounting adjustments on its historical and
current period consolidated financial statements or on its assessment of
effectiveness of internal control over financial reporting, nor whether it
will be required to restate its consolidated financial statements as a
result of these adjustments.
The company has informed the Securities and Exchange Commission and the
United States Attorney's Office for the Southern District of New York of the
matters described in this press release and will continue to cooperate with
these governmental entities and their investigations.
The internal investigation was initiated in response to a pending informal
inquiry by the Securities and Exchange Commission and a subpoena from a
grand jury in the Southern District of New York. The investigation reviewed
the company's historical stock option practices during the period from 1994
through 2005, including all 73 stock option grants made by the company
during this period, and the related disclosure in the company's Form 10-Q,
filed May 15, 2006.
The investigation was overseen by a special committee of the Board of
Directors that consisted of all the independent members of the Board. The
special committee retained Bracewell & Giuliani LLP as independent counsel
to conduct the internal investigation. The results of the investigation
were recently reported to the special committee and the committee has
submitted recommendations for action to the Board. These recommendations
are now being implemented by the Board substantially as submitted by the
special committee.
During the course of the investigation, more than 2 million pages of
electronic and hardcopy documents and emails were reviewed. In addition,
approximately 40 interviews of current and former officers, directors,
employees and other individuals were conducted. The independent directors,
in their role as special committee members and as independent directors
prior to formation of the committee, met extensively over the last nine
months to consider the matters discussed in this press release. The
investigation was necessarily limited in that the investigation team did not
have access to certain witnesses with relevant information (including the
company's former Chief Executive Officer, Jeffrey A. Rich) and due to the
lack of metadata for certain electronic documentation prior to 2000.
The background pertaining to the company's historical stock option practices
was confirmed through the investigation. Option grants were typically
initiated by senior management of the company or Darwin Deason, Chairman of
the Board (and chairman of the compensation committee from 1994 through
August 2003), on a prospective basis at times when they believed it was
appropriate to consider option grants and the price of the company's common
stock was relatively low based on an analysis of, among other things,
price-earnings multiples. With respect to each grant of options to senior
executives, the Chairman gave a broad authorization to the CEO that included
approval of option recipients and the number of stock options to be awarded
to each recipient.
In the case of non-senior management grants, the Chairman gave his general
authorization for the awarding of options and the CEO would subsequently
obtain his approval of option recipients and the number of stock options to
be awarded. With respect to both senior executive and non-senior management
grants, after the Chairman's broad authorization, the CEO and/or CFO then
selected the date to be recorded as the grant date as they, assisted by
employees who reported to them, prepared the paperwork that documented the
grant recommendations to be considered by the applicable compensation
committee. Thus, between 1994 and 2005, grant dates and related exercise
prices were generally selected by Mr. Rich, Mr. King and Mr. Edwards.
Mr. Rich served as CFO during the period prior to 1994 and until May 1995,
President and Chief Operating Officer from May 1995 until February 1999, and
President and Chief Executive Officer from February 1999 until August 2002,
and Chief Executive Officer from August 2002 until his resignation Sept. 29,
2005. Mr. King served as CFO from May 1995 through March 2001, COO from
March 2001 through August 2002, President and COO from August 2002 through
September 2005, and President and CEO from September 2005 through Nov. 26,
2006. Mr. Edwards served as CFO from March 2001 through Nov. 26, 2006.
As described in the May 2006 Form 10-Q, the company's regular and special
compensation committees used unanimous written consents signed by all
members of the committee ratifying their prior verbal approvals of option
grants to senior executives or options granted in connection with
significant acquisitions. In connection with option grants to senior
executives, the historical practice was for the Chairman, on or about the
day he gave senior management his broad authorization to proceed with
preparing paperwork for option grants, to call each of the compensation
committee members to discuss and obtain approval for the grants. In cases
where grants were awarded to senior executives and in large blocks to
non-senior management the Chairman and members of the compensation committee
discussed grants to senior executives specifically and, on certain
occasions, acknowledged generally that a block of grants would be awarded to
non-senior management as well. For grants to non-senior management which
were not combined with senior executive grants, the Chairman and the
committee members generally did not discuss the grants at the time the
Chairman gave his broad authorization to senior management to proceed with
preparing paperwork for option grants, but unanimous consents were
subsequently signed by the committee members in order to document the
effective date of the grants.
The investigation concluded that in a significant number of cases Mr. Rich,
Mr. King and Mr. Edwards used hindsight to select favorable grant dates
during the limited time periods after Mr. Deason had given the officers his
authorization to proceed to prepare the paperwork for the option grants and
before formal grant documentation was submitted to the applicable
compensation committee. No evidence was found to suggest that grant dates
that preceded Mr. Deason's broad authorization was ever selected. In a
number of instances, the company's stock price was trending downward at the
time Mr. Deason's authorization was given, but started to rise as the grant
recommendation memoranda were being finalized. The investigation found that
in those instances Mr. Rich, Mr. King and Mr. Edwards often looked back in
time and selected as the "grant date" a date on which the price was at a
low, notwithstanding that the date had already passed and the stock price on
the date of the actual selection was higher. Recommendation memoranda
attendant to these grants were intentionally misdated at the direction of
Mr. Rich, Mr. King and Mr. Edwards to make it appear as if the memoranda had
been created at or about the time of the chosen grant date, when in fact,
they had been created afterwards. As a result, stock options were awarded
at prices that were at, or near, the quarterly low and the company
effectively granted "in the money" options without recording the appropriate
compensation expense.
The evidence gathered in the investigation disclosed that aside from Mr.
Rich, Mr. King and Mr. Edwards, one other current management employee of the
company, who is not an executive officer or director, was aware of the
intentional misdating of documents. Based on the evidence reviewed, no other
current executives, directors or management employees were aware of either
the improper use of hindsight in selecting grant dates or the intentional
misdating of documents. It was also determined that these improper
practices were generally followed with respect to option grants made to both
senior executives and other employees. No evidence was found to suggest
that the practices were selectively employed to favor executive officers
over other employees.
Further, with respect to the company's May 2006 Form 10-Q, the investigation
concluded that Note 3 to the Consolidated Financial Statements which stated,
in part, that the company did "not believe that any director or officer of
the company has engaged in the intentional backdating of stock option grants
in order to achieve a more advantageous exercise price," was inaccurate
because, at the time the May 2006 Form 10-Q was filed, Mr. King and Mr.
Edwards either knew or should have known that the company awarded options
through a process in which favorable grant dates were selected with the
benefit of hindsight in order to achieve a more advantageous exercise price
and that the term "backdating" was readily applicable to the company's
option grant process. Neither Mr. King nor Mr. Edwards told the company's
directors, outside counsel or independent accountants that the company's
stock options were often granted by looking back and taking advantage of
past low prices. Instead, both Mr. King and Mr. Edwards attributed the
disparity between recorded grant dates and the creation dates of the
paperwork attendant to the stock option grants to other factors that did not
involve the use of hindsight.
The investigation concluded that the conduct of Mr. King and Mr.
Edwards with regard to the misdating of recommendation memoranda as well as
their conduct with regard to the May 2006 Form 10-Q violated the company's
Code of Ethics for Senior Financial Officers.
Resignation of CEO and CFO
Mr. King has resigned as President and Chief Executive Officer and as a
director of the company, and Mr. Edwards has resigned as Executive Vice
President and Chief Financial Officer of the company.
The company has entered into separation agreements with Mr. King and Mr.
Edwards pursuant to which they will remain with the company during a
transition period ending June 30, 2007, the end of the company's current
fiscal year. The separation agreements are included as exhibits to the
company's Form 8-K filed with the Securities and Exchange Commission.
Under the terms of their separation agreements, among other things, the
exercise price of all unexercised options held by them will be increased to
reflect the applicable adjusted accounting measurement dates in order to
offset the benefit of such favorable exercise prices (currently estimated to
be in the aggregate approximate amount of US$3.2 million for Mr. King and
US$1.0 million for Mr. Edwards) and, in the case of Mr. King, to reflect the
benefit of favorable exercise prices attributable to previously exercised
options (currently estimated to be in the aggregate approximate amount of
US$1.3 million).
In addition, certain unvested options will immediately terminate, certain
others will be permitted to vest in 2007 but have a limited exercise period
of no later than June 30, 2008, and all vested options for which exercise
prices are adjusted have limited exercise periods substantially shorter than
previously provided under the related option agreements. The separation
agreements also provide, among other things, for a non-competition and
non-solicitation period through Dec. 31, 2009. In addition, the separation
agreements provide that the executives' existing severance agreements with
the company are terminated, the executives' salaries are reduced during the
transition period and they will not be eligible to participate in any
company bonus plans, and the executives will be eligible to receive certain
company-provided health benefits through
Dec. 31, 2009.
New Executive Management
The Board of Directors has appointed Lynn Blodgett, who has been serving as
Executive Vice President and Chief Operating Officer of the company and as a
director since September 2005, as President and Chief Executive Officer, and
John Rexford, who has been serving as Executive Vice President - Corporate
Development since March 2001, as Executive Vice President and Chief
Financial Officer and as a director, in each case effective immediately.
Mr. Blodgett and Mr. Rexford have served in various executive capacities
with the company for over ten years.
Mr. Blodgett, began his career with ACS in 1996 as President of
ACS Business Processing Solutions, Inc., formerly Unibase Technologies,
Inc., a business process outsourcing company founded by Mr. Blodgett and
acquired in 1996 by ACS. Mr. Rexford, joined ACS in 1996 as Senior Vice
President - Mergers and Acquisitions and has led ACS' mergers and
acquisitions program since that time.
Other Recommendations and Actions
Among the recommendations made by the special committee are improvements in
the controls and procedures relating to the company's granting of stock
options. Some of these improvements have already been implemented and the
company plans to implement the remaining recommendations as soon as
practicable.
In addition, to avoid any appearance of inappropriate personal gain, the
independent directors have voluntarily agreed that with respect to any
historical option grants to them which require incremental compensation
expense as a result of adjusting accounting measurement dates, the exercise
price will be increased to equal the fair market value of the stock on the
date of the adjusted measurement date.
The company expects that it will adjust the exercise price of outstanding
stock options to avoid adverse tax consequences to individual option holders
under Section 409A of the Internal Revenue Code. The Board of Directors has
determined that all company employees and executives, including Mr. Blodgett
and Mr. Rexford who are directors, (other than Mr. King, Mr. Edwards, and
the management employee referred to previously) will be reimbursed to offset
any individual loss of economic benefit or tax impact related to such
repriced stock options. The company has not yet determined the accounting
impact of these exercise price adjustments.
The company has made only one individual stock option grant to Mr. Deason
since the company was founded in 1988. The investigation, after extensive
analysis of the available evidence, could not conclude that the reported
grant date for this stock option grant, July 23, 2002, was selected using
hindsight. Mr. Deason has never exercised any options under this single
individual option grant. (Two other option grants to Mr. Deason are being
used by the company as a means to partially fund its retirement obligations
to Mr. Deason).
Financial Reporting
The company is continuing to review and evaluate the results of the internal
investigation and recent accounting guidelines established by the Securities
and Exchange Commission to determine the accounting consequences of the use
of incorrect measurement dates during the period from 1994 through 2005.
The company currently expects that the incremental non-cash compensation
expense related to incorrect accounting measurement dates will be
approximately US$51 million, plus additional tax related expenses. This
estimate may increase or decrease when finalized. The company has not yet
determined the impact of these accounting adjustments on its historical and
current period consolidated financial statements or on its assessment of
effectiveness of internal control over financial reporting, nor whether it
will be required to restate its consolidated financial statements as a
result of these adjustments.
The company intends to use diligent efforts to file its Form 10-K for its
fiscal year ended June 30, 2006, and its Form 10-Q for its first fiscal
quarter ended Sept. 30, 2006, no later than
Dec. 31, 2006; however, there can be no assurance that the company will be
able to do so. The company intends to negotiate appropriate extensions and
waivers under its credit facility in the event they are required.
The company filed a Form 8-K with the Securities and Exchange Commission
that includes information supplemental to this press release, including
filed copies of the separation agreements entered into between the company
and each of Mr. King and Mr. Edwards.
Headquartered in Dallas, Texas, Affiliated Computer Services, Inc., (NYSE:
ACS) -- http://www.acs-inc.com/-- provides business process outsourcing and
information technology solutions to commercial and government clients. The
company's global presence include operations in Brazil, China, Dominican
Republic, India, Guatemala, Ireland, Philippines, Poland and Singapore.
* * *
As reported in the Troubled Company Reporter on Oct. 4, 2006, Standard &
Poor's Ratings Services lowered its corporate credit rating and senior
secured ratings on Dallas, Texas-based Affiliated Computer Services, Inc. to
'B+' from 'BB'. S&P placed the ratings on CreditWatch with negative
implications where they were placed on Jan. 27, 2006.
AFFILIATED COMP: Investigation Results Cue S&P to Hold Watch
------------------------------------------------------------
Standard & Poor's Ratings Services kept its ratings for Affiliated Computer
Services Inc., including the 'B+' corporate credit rating, on CreditWatch,
where they were placed with negative implications on Sept. 29, 2006.
"ACS has announced that it has completed its internal investigation into its
historical stock option practices; in response to the finding, the company's
chief executive officer and chief financial officer have resigned," said
Standard & Poor's credit analyst Philip Schrank.
Additionally, the company is continuing to review and evaluate the results
of the internal investigation to determine the accounting consequences of
the use of incorrect measurement dates during the period from 1994 through
2005. The company currently expects that the incremental cumulative noncash
compensation expense related to incorrect accounting measurement dates will
be approximately US$51 million, plus additional tax related expenses. This
estimate may increase or decrease when finalized. The company has not yet
determined the impact of these accounting adjustments on its historical and
current period consolidated financial statements or on its assessment of
effectiveness of internal control over financial reporting, nor whether it
will be required to restate its consolidated financial statements as a
result of these adjustments.
Standard & Poor's will continue to monitor the progress being made with
regard to the filing of audited financial reports and financial
restatements, negotiations with lenders and other triggering events that
might cause a payment acceleration of ACS' debentures, as well as the
company's available sources of liquidity. Additionally, we will review with
new management any changes to the strategy and corporate governance
practices that may stem from the management departures and internal
investigation.
Ratings List
Affiliated Computer Services Inc.
Ratings Remain On Credit Watch
Corporate credit rating B+/Watch Neg/--
Senior secured debt B+/Watch Neg
Headquartered in Dallas, Texas, Affiliated Computer Services, Inc., (NYSE:
ACS) -- http://www.acs-inc.com/-- provides business process outsourcing and
information technology solutions to commercial and government clients. The
company's global presence include operations in Brazil, China, Dominican
Republic, India, Guatemala, Ireland, Philippines, Poland and Singapore.
=============
J A M A I C A
=============
NATIONAL WATER: Reopens Systems Previously Closed by Flood Rains
----------------------------------------------------------------
The National Water Commission of Jamaica told Radio Jamaica that it has
reopened several of its systems that were closed due to flood rains last
week.
Clients in some parishes had been left without their regular water supply as
heavy siltation and turbidity closed several systems, Radio Jamaica says,
citing the National Water.
The National Water told Radio Jamaica that St. Mary and Portland were most
affected.
The National Water explained to Radio Jamaica that it managed to restore
service to some of the systems in those parishes. However, it is having
problems repairing others.
Stephanie Fullerton-Cooper, the community relations officer of the National
Water's eastern division, told Radio Jamaica that water is being trucked to
some residents.
Some of the pipelines have also been dislocated by landslides, Radio Jamaica
states, citing the National Water.
* * *
As reported in the Troubled Company Reporter on Feb. 7, 2006, the National
Water Commission of Jamaica had been criticized for failing to act promptly
in cutting its losses. For the fiscal years 2002 and 2003, the water
commission accumulated a net loss of US$2.11 billion. The deficit fell to
US$1.86 billion the following year, and to US$670 million in 2004 and 2005.
===========
M E X I C O
===========
CABLEMAS SA: Reports Strong Third Quarter 2006 Results
------------------------------------------------------
Cablemas, S.A. de C.V., disclosed results for the three- and nine- month
periods ending Sept. 30, 2006.
Cablemas CEO Carlos M. Alvarez Figueroa commented, "This was another solid
quarter, with strong increases in net revenue, operating profit, adjusted
EBITDA and net income."
"We also continued to increase market penetration, with YoY subscriber-
increases of 19.3% in cable television and 59.7% in high-speed Internet. In
addition, our joint venture with Axtel has expanded the number of IP
telephony lines by 35% QoQ to 20,616. Moreover, on Nov. 14, we launched IP
telephony in Cuernavaca through an agreement with Bestel, taking another
step in our strategy of extending the reach of our services."
Third Quarter 2006 Consolidated Results
Net Revenues
Net revenues increased 28.0%, or MXN128.2 million, during 3Q06 to MXN586.0
million.
-- Cable Television:
The 17.3%, or MXN66.3 million, growth in cable television
revenues was principally due to a 19.3% YoY increase in
the number of subscribers to 675,695, with a penetration
rate of 34%.
Average monthly cable television revenues per subscriber
fell 2.1% to MXN225.0. The number of basic subscribers
increased 14.7%, while Minibasic subscribers, who pay
lower monthly fees, grew by 39.3%. Average monthly net
churn rates for cable television rose to 3.1% for 3Q06
from 2.7% in 3Q05.
-- High Speed Internet:
The 44.4%, or MXN27.7 million, rise in high-speed Internet
revenues resulted mainly from a 59.7% increase in the
number of subscribers to 159,732, with a penetration rate
of 10%. This was partially offset by a 10.9% decline in
high-speed Internet ARPU to MXN197.8, as lower price/
lower-speed Internet (128 Kbps) subscriptions increased at
a faster rate than those of the higher-speed Internet (512
Kbps). Average monthly net churn rates for high-speed
internet rose to 4.4% for 3Q06 from 3.5% in 3Q05.
-- IP Telephony:
IP telephony revenues for 3Q06 from Cablemas' joint
venture with Axtel, S.A. de C.V., which was introduced in
3Q05, were MXN30.8 million, or 5.3% of total revenue. As
of Sept. 30, 2006, there were 20,616 IP telephony lines
in service, up from 15,316 as of June 30, 2006. IP
telephony ARPU for 3Q06 was MXN457.2. This does not
include migration fees paid to Cablemas by Axtel for new
subscribers which, if included, would increase IP
telephony ARPU to MXN572.2 for 3Q06.
Operating Profit
Operating profit for 3Q06 increased by 39.5%, or MXN38.3 million, to
MXN135.3 million, driven by a 26.4% increase in gross profit and a lower
rate of increase in SG&A expenses. Operating margin rose to 23.1% from 21.2%
in 3Q05.
Cost of Service
Cost of Services for 3Q06 increased by 29.9%, or MXN62.0 million. The
increase in cost of services was primarily due to:
-- A MXN15.0 million increase in programming costs,
principally related to increases in cable television
subscribers;
-- A MXN10.9 million increase in IP telephony costs related
to the start up of this service in November 2005; and
-- A MXN19.0 million increase in salaries and maintenance
expenses, principally related to an increase in the number
of technicians employed (1046 technicians as of
Sept. 30, 2006, as compared with 879 technicians as of
Sept. 30, 2005).
Selling, General and Administrative Expenses
Selling, General and Administrative Expenses (including depreciation and
amortization) increased MXN27.8 million, or 18.1% YoY to MXN181.5 million.
As a percentage of sales, however, SG&A declined 260 basis points to 31.0%,
from 33.6% in 3Q05. The absolute increase in SG&A principally reflected:
-- A 53.1%, or MXN22.5 million, increase in selling expenses
to MXN64.8 million, principally related to the increase in
the size of the company's sales force (1,532 salespersons
as of Sept. 30, 2006, as compared with 1,157 as of
Sept. 30, 2005) as well as MXN6.9 million of advertising
related to IP telephony service in Tijuana;
-- A 0.9%, or MXN0.9 million, increase in administrative
expenses to MXN100.6 million. As a percentage of
revenues, however, administrative expenses declined to
17.2% in 3Q06 from 21.8% in 3Q05, reflecting economies of
scales. Administrative expenses in absolute values
increased principally due to:
* A 7.0% increase in salaries and fees of MXN3.2 million,
principally due to an increase in the number of
administrative employees (446 as of Sept. 30, 2006,
and 391 as of Sept. 30, 2005) and consulting fees
related to the IP telephony business;
* An increase of MXN3.3 million in telecommunications and
travel expenses, related to an increase in phone bills
and travel expenses and principally resulting from the
internal audit of field network operations, operational
controls, and inventory management; and
* An increase of MXN3.2 million in IP telephony expenses
resulting from the launch of IP telephony.
These increases were partially offset by a MXN 6.8 million reduction in
Internet expenses due to a reclassification between Internet expenses and
Internet costs in 3Q06.
-- Amortization and Depreciation rose 37.6%, or
MXN4.4 million, to MXN16.1 million for 3Q06, principally
due to an increase in office equipment and intangible
assets. As a percentage of revenues, amortization and
depreciation rose 20 basis points to 2.8% from 2.6% in
3Q05.
Adjusted EBITDA
Adjusted EBITDA for 3Q06 increased 23.8%, or MXN43.1 million, to MXN 224.0
million, principally reflecting the improvement in operating income. The
adjusted EBITDA margin declined 130 bps to 38.2%.
-- Depreciation and amortization increased 5.6%, or MXN4.7
million, to MXN88.7 million, principally due to the
18.4% net growth in the company's fixed assets (network
and other assets).
-- Special items included MXN12.6 million of accelerated
depreciation in 3Q06, associated with the costs of
cleanup, removal, and rehabilitation of the portion of
the network affected by Hurricane Wilma. Cablemas is
still finalizing its review of the final monetary damage
and possible lost revenues resulting from Hurricane Wilma
and may submit additional claims to its insurers in the
future. In addition there was MXN13.0 million of goodwill
deterioration.
-- During 3Q06 Cablemas reported other income, net of MXN1.5
million compared with an expense of MXN3.1 million in
3Q05.
-- During 3Q06 the company recorded a MXN39.5 million
provision for income taxes and asset taxes, compared with
MXN20.6 million in 3Q05.
-- Employee profit sharing was an expense of MXN1 million in
3Q06 as compared with a gain of MXN0.7 million for 3Q05.
Comprehensive Financial Results, Net
Comprehensive financial results, net resulted in a net result of
MXN25.3 million for the three months ended Sept. 30, 2006, which is MXN7.3
million, or 22.5%, lower than the net result of MXN32.6 million for the
corresponding period in 2005. The lower net expense primarily reflected a
gain in swap instruments and MXN8.9 million in monetary position. This was
partially offset by an increase in interest paid due to the 69.4% rise in
outstanding debt from MXN1,125.7 as of Sept. 30, 2005, to MXN1,906.9 million
as of Sept. 30, 2006, and a foreign exchange loss of MXN6.4 million.
Net Income
For 3Q06, Cablemas' net income increased 28.2%, or MXN11.2 million, to
MXN50.9 million, compared with MXN39.7 million in 3Q05. Net income margin
remained unchanged at 8.7% for 3Q06.
Nine Months Consolidated Results
Net Revenues
Net revenues increased 28.8%, or MXN375.8 million, during the period to
MXN1,680.2 million.
-- Cable Television:
The 19.7%, or MXN215.5 million, growth in cable
television revenues was driven by a 19.3% increase in the
number of subscribers, despite a 1.5% decline in cable
television ARPU to MXN229.0. The number of basic
subscribers increased 14.7%, while Minibasic subscribers,
who pay lower monthly fees, grew by 39.3%. Average
monthly net churn rates for cable television remained
unchanged YoY at 2.6%.
-- High-Speed Internet:
The 46.1%, or MXN79.7 million, rise in high-speed Internet
revenues resulted from a 59.7% increase in the number of
subscribers, partially offset by a 12.6% decrease in
high-speed Internet ARPU to MXN204.9. The decrease in
ARPU was mainly the result of a shift in the subscriber
mix to lower speed Internet packages. Average monthly net
churn rates for high-speed Internet rose slightly to 3.8%,
from 3.6% for 9M05.
-- IP Telephony:
IP telephony revenues totaled MXN70.8 million, or 4.2% of
total annual revenue. IP telephony ARPU for 9M06 was
MXN485.9. This does not include migration fees paid to
Cablemas by Axtel for new subscribers which, if included,
would increase IP telephony ARPU to MXN659.1 for 9M06.
Operating Profit
Operating profit for 9M06 increased 42.8%, or MXN115.2 million, to MXN384.6
million, principally as a result of a 29.5%, or MXN202.5 million, increase
in gross profit. This more than offset the 20.9% increase in SG&A.
Cost of Services
Cost of Services for 9M06 increased 28.1%, or MXN173.3 million, to MXN790.9
million. As a percentage of service revenues; however, cost of services
declined slightly to 47.1% from 47.3% in 9M05. The increase in absolute
value resulted from:
-- A MXN43.6 million increase in programming costs derived
from the 19.3% growth in cable television subscribers;
-- A MXN36.5 million increase in IP telephony costs;
-- A MXN42.3 million increase in maintenance, salaries, and
fees, mainly due to the increase in the number of
technicians from 879 as of Sept. 30, 2005 to 1,046 as of
Sept. 30, 2006; and
-- A MXN21.3 million increase in depreciation due to a
MXN445.3 million net increase in fixed assets (network)
during the period.
Selling, General and Administrative Expenses
Selling, General and Administrative Expenses (including depreciation and
amortization) increased 20.9%, or MXN87.3 million, to MXN504.7 million,
during 9M06. As a percentage of service revenues, however, it declined to
30.0% from 32.0% in 9M05. The absolute increase principally reflected:
-- A 46.9%, or MXN55.4 million, increase in selling expenses
to MXN173.5 million for 9M06 principally due to the
increased number of sales personnel in Cablemas' cable
television and high-speed Internet sales and call centers.
The number of salespeople increased from 1,157 at the end
of 9M05 to 1,532 at the end of 9M06. Also during the first
nine months of 2006, Cablemas spent MXN14.7 million in
advertising to launch its IP telephony business;
-- An 8.8%, or MXN23.5 million, increase in administrative
expenses to MXN289.4 million for 9M06 principally due to a
MXN10.3 million increase in office expenses, relating to
software maintenance, training, and rent, and an increase
of MXN8.0 million in telephone and travel expenses. As a
percentage of service revenues, however, administrative
expenses fell 316 basis points to 17.2%, from 20.4% in
9M05;
-- A MXN6.8 million reduction in Internet expenses due to a
reclassification between cost and expense in 3Q06; and
-- A 25.0%, or MXN8.3 million, increase in amortization and
depreciation to MXN41.7 million during 9M06.
Adjusted EBITDA & Margin
Adjusted EBITDA for 9M06 increased 28.7%, or MXN144.9 million, to MXN649.5
million, primarily as a result of the improvement in operating income.
Similarly, the adjusted EBITDA margin remained unchanged at 38.7%.
-- Depreciation and amortization increased 12.6%, or MXN29.7
million, to MXN264.8 million, principally due to the 21.7%
net growth in the company's fixed assets (network and
other assets).
-- Special items included MXN43.7 million of accelerated
depreciation in 9M06 associated with the costs of cleanup,
removal, and rehabilitation of the network affected by
Hurricane Wilma, MXN13.9 million in connection with IPO
expenses and MXN13.0 million in goodwill deterioration.
-- Other expenses, net increased by MXN2.7 million to MXN6.9
million, reflecting the net effect of the sale and
purchase of certain assets.
-- Employee profit sharing increased 89.7% to MXN3.6 million,
from MXN1.9 million for first nine months of 2005.
-- In 9M05 Cablemas reported a MXN31.3 million gain from
associated companies compared with a 3.3 million gain in
9M06 from associated companies (principally PCTV).
Comprehensive Financial Results, Net
Comprehensive financial results, net, for 9M06 increased 47.6%, or MXN36.4
million, to an expense of MXN113.1 million from an expense of MXN76.6.
million in 9M05. This primarily reflected an MXN82.7 million increase in
interest expense resulting from the higher level of outstanding debt. This
was partially offset by a MXN23.2 million gain from interest rate swaps and
a MXN20.4 million increase in interest income.
Net Income
Net income for 9M06 fell 19.4%, or MXN28.7 million, to MXN115.0 million,
down from MXN142.7 million in 9M05. The 42.8% increase in operating profit
to MXN384.6 million was offset by higher one-time charges, borrowing costs,
taxes, and lower gain from associated companies.
CAPEX
Capital expenditures for 9M06 rose 67.0%, or MXN372.2 million, to MXN 925.6
million from MXN553.4 million in 9M05. This increase in capital expenditures
principally relates to investments incurred to expand and upgrade Cablemas'
network.
As of Sept. 30, 2006, Cablemas had a network of 12,578 km, of which 81% was
bidirectional and 88% was operating at or greater than 550 MHz. As of Sept.
30, 2005 Cablemas had a network of 11,707 km, of which 73% was bidirectional
and 85% was operating at or greater than 550 MHz.
Debt Structure and Cash Flow
Consolidated gross debt as of Sept. 30, 2006, totaled MXN1,906.9 million,
all of which was long-term. Consolidated gross debt increased YoY by 59.5%,
from MXN1,195.2 million as of
Sept. 30, 2005.
Net debt, which is calculated as total debt minus cash and cash equivalents,
increased YoY by 50.8% to MXN1,753.3 million, from 1,162.9 million as of
Sept. 30, 2005. As of Sept. 30, 2006, Cablemas had a cash balance of
MXN153.6 million.
Cablemas S.A. de C.V. -- http://www.cablemas.com-- is the
second-largest cable television operator in Mexico based on the
number of subscribers and homes passed. As of June 30, 2005,
the company's network served over 546,000 cable subscribers and
in excess of 87,000 high-speed Internet subscribers, with more
than 1,647,000 homes passed. It is the concessionaire with the
broadest coverage in Mexico, operating in 46 cities throughout
the country's oil, maquiladora and tourist regions.
* * *
As reported by the Troubled Company Reporter on Dec. 30, 2005,
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'
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.
On April 24, 2006, Fitch assigned these ratings to Cablemas:
-- long-term issuer default rating: BB-; and
-- local currency long-term issuer default rating: BB-
FORD MOTOR: Moody's Holds Corporate Family Rating at B3
-------------------------------------------------------
Moody's Investors Service affirmed Ford Motor Company's B3 corporate family
rating, but lowered the company's senior unsecured rating to Caa1, LGD4, 62
from B3, LGD3, 48 after Ford's disclosure of a planned debt financing of up
to US$18 billion that would include a US$7 billion secured term loan, an
US$8 billion secured revolving credit facility, and approximately US$3
billion in capital market transactions which may include unsecured notes
convertible into Ford common stock.
Ford's Caa2, LGD6 trust preferred rating remains unchanged, but the LGD rate
changes to 93% from 92%.
The downgrades of the unsecured ratings reflect the reduction in asset
protection afforded to this class of creditors, as modeled in Moody's Loss
Given Default Methodology, based on Ford's plan to provide secured lenders
with liens on the majority of its assets.
The affirmation of the B3 corporate family rating recognizes that this
funding initiative will support Ford's fundamental credit profile by
enhancing its liquidity.
The outlook remains negative.
Upon the completion of the transactions Moody's expects that the secured
obligations would be rated Ba3 based on its Loss Given Default Methodology,
and that the company's speculative grade liquidity rating of SGL-3 would
improve.
"Completing this financing would considerably strengthen Ford's ability to
fund the large cash requirements it will face through 2008. However, the
relatively robust security package being afforded to the term loan and the
revolving credit facility hurts the position of unsecured creditors,"
Moody's senior vice president Bruce Clark said.
During the next two years Ford will face potentially large cash requirements
that will result from:
-- operating losses in North America as the market
continues to shift away from trucks and SUVs;
-- expenditures under the Way Forward restructuring
program;
-- cash outflows associated with achieving a new UAW
contract in 2007; and,
-- the possibility of a slowdown in US auto industry
sales.
The company's current liquidity position, consisting of
US$23.6 billion in cash and short-term Voluntary Employee Benefit
Association balances, and a US$6 billion credit facility, might have been
taxed by these cash requirements, particularly in light of Ford's need to
maintain sizable cash balances in order to run its operations.
The proposed transactions would increase Ford's cash position to over US$30
billion and add about US$1 billion to its committed credit lines.
"It was important for Ford to structure this type of financing plan in order
to ensure that it had adequate liquidity as it enters a highly challenging
period. The company still faces daunting competitive and market challenges,
but this plan would give it some breathing room over the next two years,"
Clark added.
Ford's ability to maintain a sound liquidity cushion during the next two
years as it implements its restructuring program and funds the anticipated
cash requirements will be an important factor in supporting the B3 corporate
family rating.
This rating anticipates that through 2007, Ford's cash and short-term VEBA
position will remain above US$20 billion.
Should Ford's rate of cash consumption during 2007 make it unlikely that
this level of liquidity can be maintained, the B3 rating could be placed on
review for possible downgrade.
Ford Motor Company, headquartered in Dearborn, Michigan, is the world's
third largest automobile manufacturer.
FORD MOTOR: Borrowing US$18BB for Restructuring, Added Liquidity
----------------------------------------------------------------
Ford Motor Company plans to obtain financing totaling approximately US$18
billion in order to address near- and
medium-term negative operating-related cash flow, to fund
its restructuring, and to provide added liquidity to protect against a
recession or other unanticipated events.
The financing transactions consist of:
* new five-year senior secured revolving credit facility of
approximately US$8 billion that is intended to replace
Ford's existing unsecured credit facilities of US$6.3
billion;
* senior secured term loan of approximately US$7 billion; and
* unsecured capital market transactions of approximately
US$3 billion, which may include unsecured notes convertible
into Ford common stock.
The size of the individual components of the financing may vary depending on
market conditions.
Borrowings under the senior secured revolving and term loan credit
facilities will be secured on an equal basis by first-priority liens on
principal domestic manufacturing facilities (subject to public debt
indenture limitations) and substantially all of the Company's other domestic
automotive assets, certain intellectual property, certain real property, all
or a portion of the stock of certain subsidiaries (including Ford Motor
Credit Company and Volvo), certain intercompany payables and notes, and up
to US$4 billion of domestic cash without restriction on its use.
The arrangers for the senior secured credit facilities are Citigroup
Corporate and Investment Banking, Goldman Sachs Credit Partners L.P., and
J.P. Morgan Securities Inc.
Ford expects these transactions to close prior to Dec. 31, 2006.
Upon completion of the transactions, Ford expects to have Automotive
liquidity of approximately US$38 billion at year end 2006, consisting of
gross cash (i.e., cash, cash equivalents, loaned and marketable securities
and short-term Voluntary Employee Beneficiary Association assets) and
available credit facilities.
Headquartered in Dearborn, Michigan, Ford Motor Company
(NYSE: F) -- http://www.ford.com/-- manufactures and distributes
automobiles in 200 markets across six continents. With more than 324,000
employees worldwide, the company's core and affiliated automotive brands
include Aston Martin, Ford, Jaguar, Land Rover, Lincoln, Mazda, Mercury and
Volvo. Its automotive-related services include Ford Motor Credit Company
and The Hertz Corp.
FORD MOTOR: New US$18MM Debt Cues Fitch to Lower Rating to B/RR4
----------------------------------------------------------------
Fitch Ratings has downgraded Ford Motor Company's senior unsecured debt to
'B/RR4' from 'B+/RR3' following the announcement that Ford intends to raise
US$18 billion in new financing.
The downgrade is based on the expected subordination of unsecured debt
holders, as the financing includes approximately US$15 billion in secured
bank facilities. The components include a US$7 billion term loan and an
US$8 billion revolving credit facility. Total secured facilities of US$15
billion would compare to total unsecured automotive debt of approximately
US$18 billion at Sept. 30, 2006. Ford's Issuer Default Rating remains at
'B'. The ratings of Ford Motor Credit are unaffected. The Rating Outlook
is Negative.
Fitch's analysis indicates that unsecured debtholders would be expected to
recovery approximately 34% in the event of default, (down from 68%) placing
Ford's unsecured debt at the low end of the RR4 category (expected recovery
of 30-50%). The recovery value for unsecured debtholders incorporates a
significant restructuring of Ford's North American manufacturing operations
in a bankruptcy scenario, value from Ford's 100% ownership in Ford Credit
and certain international holdings, with minimal value ascribed to Ford's
PAG holdings. Significant non-debt liabilities were also factored into the
recovery rating. With the recovery rating at the low end of the 'RR4'
range, any changes to Fitch's assumptions or Ford's liability structure
could result in a review of the unsecured rating for further downgrade. It
is also expected that as Ford Credit's balance sheet continues to shrink,
the value of Ford Credit equity to Ford unsecured holders will also
diminish, and Fitch will update the recovery ratings as necessary.
The transactions, as announced, are expected to raise US$10 billion in
funded debt, plus further availability of US$8 billion under the revolving
credit facility. Coupled with Ford's projected cash portfolio of
approximately US$20 billion at year-end 2006 (excluding US$3 billion in VEBA
that is expected to be depleted over the near term), the new financings are
expected to allay liquidity concerns during 2007 despite very heavy cash
outflows. Annual negative cash flows are expected by Fitch to exceed US$8
billion in 2006 and 2007, due to operating losses, restructuring costs and
working capital outflows.
Despite some progress in Ford's passenger car segment, revenues are
projected to remain under severe pressure in 2007 as a result of slowing
economic conditions, production cutbacks, continued share loss, and
competitive and economic pressures in the critical pickup category. Progress
on the cost side will be insufficient to offset revenue pressures in 2007
given the extended timetable for cost-reduction actions to be realized
(including the hourly worker buyout program), high commodity costs, and the
severe stresses in the supply base. Recent efforts to reduce costs will
still leave Ford with a high fixed cost structure, and the bulk of capacity
reductions will not be completed until 2008. The September 2007 UAW
contract re-opening will be a critical component of Ford's ability to
achieve a competitive cost structure, and the possibility of labor actions
cannot be ruled out.
Fitch expects to assign a rating of BB (RR1) to the new secured facilities,
given expected overcollateralization and full recovery under Fitch's
recovery analysis. The facilities are expected to be secured by
first-priority liens on Ford's principal domestic manufacturing facilities,
substantially all of the Company's U.S. automotive assets, all or a portion
of the stock of certain subsidiaries including Ford Motor Credit Company,
and inter-company notes. Fitch's recovery analysis is based on a
going-concern basis of a restructured Ford, and Ford's U.S. assets would be
expected to have very limited value under an alternate-use scenario.
Fitch downgrades these ratings with a Negative Rating Outlook:
Ford Motor Co.
-- Senior unsecured debt to 'B' from 'B+'.
Ford Holdings, Inc.
-- Senior unsecured debt to 'B' from 'B+'.
Ford Motor Co. of Australia
-- Senior unsecured debt to 'B' from 'B+'.
Headquartered in Dearborn, Michigan, Ford Motor Company
(NYSE: F) -- http://www.ford.com/-- manufactures and distributes
automobiles in 200 markets across six continents. With more than 324,000
employees worldwide, the company's core and affiliated automotive brands
include Aston Martin, Ford, Jaguar, Land Rover, Lincoln, Mazda, Mercury and
Volvo. Its automotive-related services include Ford Motor Credit Company
and The Hertz Corp.
FORD MOTOR: S&P Cuts Senior Unsecured Debt to CCC+ from B
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its senior unsecured debt issue
ratings on Ford Motor Co. to 'CCC+' from 'B' and removed the ratings from
CreditWatch with negative implications, where they were placed on Oct. 23.
At the same time, we affirmed the 'B' corporate credit rating and all other
ratings on Ford, Ford Motor Credit Co., and related entities.
"The downgrade of the unsecured issues reflects the significant disadvantage
to Ford's unsecured creditors by the planned introduction of US$15 billion
of secured debt into the capital structure," said Standard & Poor's credit
analyst Robert Schulz. "We estimate that the disadvantage to the unsecured
debtholders is reflected by priority claims to adjusted assets in the high
20% area, but also by the fact that virtually all of the company's assets
will be encumbered," he continued. In addition, we believe that in the
event of a default, there could be other parties with substantial claims
that would be considered pari passu with the unsecured creditors, thereby
diluting any eventual recovery for the unsecured debtholders.
Ford announced on Nov. 27 that it will seek to raise secured financing
consisting of an US$8 billion revolving credit facility and a US$7 billion
term loan that will be secured by virtually all of the company's assets.
Standard & Poor's plans to assign ratings to the proposed financing once
further details are announced. The financing is necessary to fund
prospective cash operating losses and restructuring plans while preserving
cash and short-term VEBA trust balances near current levels of about US$20
billion.
Separately, Standard & Poor's previously indicated that the ratings on Ford
and related entities were not immediately affected by the company's
announcement that it needed to restate results dating back to 2001.
Although those restated financial statements have now been filed, Ford has
received informal inquiry letters from the SEC seeking further information
regarding the restatements. The rating agency would reassess its views on
the rating effect if the SEC inquiry process were to uncover additional
issues or raise broader concerns about the strength of Ford's internal
controls or risk-management practices, if additional restatements resulted,
or if liquidity were adversely affected.
Headquartered in Dearborn, Michigan, Ford Motor Company
(NYSE: F) -- http://www.ford.com/-- manufactures and distributes
automobiles in 200 markets across six continents. With more than 324,000
employees worldwide, the company's core and affiliated automotive brands
include Aston Martin, Ford, Jaguar, Land Rover, Lincoln, Mazda, Mercury and
Volvo. Its automotive-related services include Ford Motor Credit Company
and The Hertz Corp.
GENERAL MOTORS: GMAC Mexicana Nine-Month Profits at MXN642 Mil.
---------------------------------------------------------------
GMAC Mexicana -- part of GMAC Mexico, the Mexican financial arm of General
Motors -- said in a its financial statements that its profits decreased 5.7%
to MXN642 million for the first nine months of 2006, compared with the same
period in 2005.
According to a statement, GMAC Mexicana's operating profits decreased 10.3%
to MXN789 million in the first nine months of this year, compared with the
same period last year.
Business News Americas relates that GMAC Mexicana's loans dropped 1.2% to
MXN21.6 billion in September 2006, compared with September 2005. Performing
loans fell 1.6% to MXN20.9 billion. The past-due loan ratio increased 14.2%
to MXN661 million.
BNamericas underscores that GMAC Mexicana's assets were MXN23.8 billion as
of Sept. 30, 2006. Its equity was MXN4.37 billion.
GMAC Mexicana held 11.7% of industry assets in June 2006, BNamericas states.
About GMAC Mexicana
GMAC Mexicana is a non-bank financial institution, or Sofol, that
specializes in auto financing. It forms part of GMAC Mexico, the Mexican
financial arm of General Motors.
About General Motors
General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- the
world's largest automaker, has been the global industry sales
leader since 1931. Founded in 1908, GM employs about 317,000
people around the world. It has manufacturing operations in 32
countries, including Brazil and Mexico, and its vehicles are sold in 200
countries.
* * *
As reported in the Troubled Company Reporter on Nov. 16, 2006,
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating to General Motors Corp.'s proposed US$1.5 billion senior term loan
facility, expiring 2013, with a recovery rating of '1'. The 'B+' rating was
placed on Creditwatch with negative implications, consistent with the other
issue ratings of GM, excluding recovery ratings.
As reported in the Troubled Company Reporter on Nov 16, 2006,
Standard & Poor's Ratings Services assigned its 'B+' bank loan rating to
General Motors Corp.'s proposed US$1.5 billion senior term loan facility,
expiring 2013, with a recovery rating of '1'. The 'B+' rating was placed on
Creditwatch with negative implications, consistent with the other issue
ratings of GM, excluding recovery ratings.
As reported in the Troubled Company Reporter on Nov. 14, 2006,
Moody's Investors Service assigned a Ba3, LGD1, 9% rating to the proposed
US$1.5 Billion secured term loan of General Motors
Corporation. The term loan is expected to be secured by a first priority
perfected security interest in all of the US machinery and equipment, and
special tools of GM and Saturn Corporation.
GMAC LLC: GM Stake Sale to Cerebrus Cues S&P to Up Rating to BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on GMAC LLC (GMAC) to
'BB+/B-1' from 'BB/B-1' and removed them from CreditWatch, where they were
placed on Oct. 3, 2005. The outlook is now developing. At the same time,
Standard & Poor's raised its ratings on GMAC's subsidiary, Residential
Capital LLC aka ResCap, to 'BBB/A-3' from 'BBB-A-3' and removed them from
CreditWatch, where they were placed on Oct. 3, 2005. The outlook is
negative.
The upgrades reflect the benefits to GMAC and ResCap that will result from
ultimate parent General Motors Corp.'s (GM; B/Watch Neg/B-3) sale of a 51%
ownership stake in GMAC to a consortium headed by Cerberus Capital
Management L.P., in a transaction we expect will close shortly. Standard &
Poor's believes the transaction will result in a lower risk of default at
GMAC than at GM, making it appropriate to sever the absolute correlation in
the ratings between the two.
"Although GMAC will continue to bear some risks stemming from its business
and ownership ties to GM, the protections afforded by the transaction,
combined with the diversity of GMAC's mortgage and insurance businesses, its
excellent asset quality, and significant profit potential, are sufficient to
justify a higher rating on GMAC than on GM," explained Standard & Poor's
credit analyst Scott Sprinzen. The ratings on GM remain on CreditWatch,
although Standard & Poor's is now in the final stages of resolving the
analytical issues in this review.
Chief among the measures that afford substantial protection to GMAC
creditors are:
-- With the reduction in GM's ownership stake in GMAC, if GM
were to file for bankruptcy, GM would not be able
unilaterally to cause GMAC to also file for bankruptcy
protection;
-- Under U.S. pension regulations, GMAC will no longer be
part of the GM "control group," and so would not be liable
for any unfunded pension liability of GM's, should GM's
U.S. pension plans be terminated.
-- The Pension Benefit Guaranty Corp. has formally agreed
that it will not seek to impose any liability upon GMAC
under such circumstances;
-- Various existing arrangements between GMAC and GM have
been modified, and intercompany borrowings have been
largely repaid, in order to limit GMAC's ongoing direct
credit exposure to GM. Going forward, GMAC's direct
unsecured credit exposure to GM will be capped at US$1.5
billion;
-- Under governance procedures that have been implemented,
GM's ability to influence GMAC's operating policies --
including its underwriting standards-will be
significantly restricted;
-- GMAC's financial leverage will decline over the next few
years, since GMAC will retain a significant portion of
its earnings, and Cerberus is contractually committed to
reinvest a portion of the dividends it receives back into
GMAC in the form of preferred stock;
-- The ratrng agency assumes the capital markets will, like
Standard & Poor's, view the transaction favorably, which
should enhance GMAC's access to the unsecured term debt
market, thereby improving its funding flexibility and
reducing its borrowing costs; and
-- GMAC's funding flexibility will also benefit from US$25
billion of new funding facilities, including US$10
billion already provided by Citigroup, which is one
of the consortium members.
Despite the beneficial aspects of the proposed transaction, GMAC will
continue to face some GM-related risks. In particular, the value of GMAC's
core automotive finance franchise will still be influenced by GM's fortunes.
If GM's competitiveness deteriorates further, especially if GM were
ultimately to declare bankruptcy, this could have a severe effect on the
credit and residual loss levels associated with GMAC's retail and wholesale
loan and lease portfolios. There are limits on GMAC's ability to contain
its GM-related credit exposure -- GMAC is required to continue allocating
capital to provide financing to GM customers and wholesale dealers in
accordance with historical practice. Although GMAC retains the right to
make individual credit decisions, GMAC has committed to funding a broad
credit spectrum of customers and dealers largely consistent with historical
practice. In addition, some of GMAC's outstanding dealer floor plan
securitizations include a bankruptcy filing by GM among the early
amortization triggers -- were there to be a GM bankruptcy, this would
necessitate GMAC drawing on alternative liquidity sources.
In addition, Standard & Poor's believe there is potential for future
divisiveness among GMAC's owners from diverging business or economic
interests. Moreover, potential further ownership changes in the long term
are unknown -- the consortium is required to retain its investment in GMAC
for only five years.
GMAC has been able to sustain adequate profitability in recent years,
notwithstanding the turmoil caused by GM's business and financial setbacks.
GMAC's earnings should be bolstered over the next few years by more
favorable funding costs, the reversal of operating constraints imposed in
reaction to funding constraints, and new growth and cost-cutting initiatives
across its diverse business lines, although broadly worsening consumer
credit conditions and the downturn in the U.S. housing sector will be
limiting factors.
The developing outlook indicates there is some potential for the ratings on
GMAC to be either raised or lowered within the next two years. Ratings
could be raised if management's strategic initiatives are more successful
than currently assumed by Standard & Poor's in enhancing GMAC's
profitability-for example, with ROE reaching the upper teens. Improvement
in GM's prospects-for example, stemming from improvement of operating and
financial performance and the satisfactory resolution of uncertainties
regarding its former affiliate, Delphi Corp. and GM's 2007 labor contract
negotiations-would also be a significant positive development.
However, Standard & Poor's would still need to consider uncertainty
regarding GMAC's ownership structure beyond the next five years. On the
other hand, the ratings on GMAC could be lowered given deterioration at GM
that threatens to impinge on GMAC's financial performance and funding
flexibility. While Standard & Poor's now believes GMAC could survive a
bankruptcy filing by GM, the ratings on GMAC would likely be lowered were
this to occur-possibly by several notches-given the uncertainties such a
development would entail for GMAC. The rating agency sees limited upside
potential for the ratings on ResCap over the next few years, given the
current downturn in its principal markets. Were the ratings on GMAC to be
raised, though, ResCap's rating outlook would likely be revised to stable.
On the other hand, the ratings on ResCap would likely be lowered if those on
GMAC were lowered.
GMAC LLC, headquartered in Detroit, Michigan, provides retail and wholesale
auto financing, primarily in support of General Motors' auto operations, and
is one of the world's largest non-bank financial institutions. GMAC
reported earnings of US$2.4 billion in 2005. Its Latin American operations
are located in Argentina, Brazil, Chile, Colombia, Mexico and Venezuela.
GRAFTECH INTERNATIONAL: Earns US$9.8 Mil. in 2006 Third Quarter
---------------------------------------------------------------
Graftech International Ltd. reported a US$9.8 million net income on US$246.6
million of net sales for the quarter ended
Sept. 30, 2006, compared with a US$15.6 million net income on US$208.2
million of net sales for the same period in 2005.
At Sept. 30, 2006, the company's balance sheet showed
US$875.5 million in total assets, US$1.06 billion in total liabilities and
US$28.3 million in minority interests, resulting in a US$185.7 million
stockholders' deficit.
Net sales of US$246.6 million in the 2006 third quarter represented a
US$38.4 million, or 18.4%, increase from net sales of US$208.2 million in
the 2005 third quarter, primarily due to a US$44.1 million increase in net
sales in the company's synthetic graphite segment that was offset by a
decrease of US$5.7 million in net sales in the company's carbon electrodes
and natural graphite products segment.
Cost of sales of US$175.7 million in the 2006 third quarter represented a
US$25.7 million, or 17.1%, increase from cost of sales of US$150.0 million
in the 2005 third quarter, primarily due to higher sales volumes and
increases in raw material and other production costs.
Gross profit of US$70.8 million in the 2006 third quarter represented a
US$12.6 million, or 21.6%, increase from gross profit of US$58.2 million in
the 2005 third quarter.
Cash and cash equivalents at the end of the nine-month period ended Sept.
30, 2006, was US$18.7 million compared to US$5.8 million at the end of the
nine-month period ended
Sept. 30, 2005.
Full-text copies of the company's consolidated financial statements for the
quarter ended Sept. 30, 2006, are available for free at:
http://researcharchives.com/t/s?15d0
GrafTech International Ltd. -- http://www.graftechaet.com/--
manufactures and provides synthetic and natural graphite and
carbon based products and technical and research and development
services, with customers in 80 countries engaged in the
manufacture of steel, aluminum, silicon metal, automotive products and
electronics. The Company manufactures graphite electrodes and cathodes,
products essential to the production of electric arc furnace steel and
aluminum. It also manufactures thermal management, fuel cell and other
specialty graphite and carbon products for, and provides services to, the
electronics, power generation, semiconductor, transportation, petrochemical
and other metals markets. GrafTech operates 13 manufacturing facilities
located in four continents Mexico and Brazil. GRAFCELL, GRAFOIL, and eGRAF
are its registered trademarks.
* * *
As reported in the Troubled Company Reporter on Nov. 9, 2006, Moody's
Investors Service affirmed its B1 Corporate Family Rating for Graftech
International Ltd., in connection with the implementation of its new
Probability-of-Default and Loss-Given-Default rating methodology for the
U.S. Chemicals and Allied Products sectors. Moody's also upgraded its
Probability-of-Default rating on Graftech International's US$215 million
Guaranteed Senior Secured Revolving Credit Facility due 2010 to Ba1 from
Ba3.
MAXCOM TELECOMUNICACIONES: Moody's Rates US$200 Mln Notes at B3
---------------------------------------------------------------
Moody's Investors Service has assigned a B3 rating to Maxcom
Telecomunicaciones, S.A. de C.V. proposed US$200 million senior unsecured
notes due 2016. Moody's also assigned a B3 corporate family rating to
Maxcom. The ratings reflect Maxcom's modest size, limited operating
history, high churn and foreign exchange exposure. The stable outlook
reflects Moody's expectation of a steady improvement in Maxcom's credit
metrics in the medium term.
Proceeds from the proposed notes will be used to repay existing debt and for
capital expenditures. The transaction will lengthen Maxcom's debt maturity
profile and facilitate growth investments.
The ratings reflect Maxcom's limited operating history and relatively high
churn at 1.6% monthly. Even though in the last two years the company has
increased lines in service and revenues at an annual average rate of 26% and
32%, respectively, previous periods were marked with low returns and the
need to recapitalize debt. Maxcom's ratings are also restrained by its low
national market share, although homes passed penetration is relatively high
at 38% in Puebla, 36% in Mexico City and 28% in Queretaro, Maxcom's main
markets. Moody's expects that the proposed issue will be hedged for foreign
exchange exposure, therefore minimizing the FX risk derived from this U.S.
dollar debt.
Interest coverage, measured by funds from operations plus interest expenses
to interest expenses at 2.2 times expected for 2006, supports Maxcom's
ratings. In addition, past equity capitalizations have strengthened
Maxcom's financial health and the proceeds of the proposed notes should help
the company take further advantage of business opportunities in the large
and under-penetrated social segments of the population to which it provides
services. Continuous benefits on margins from increased scale coupled with
a cost efficient network build-out and a successful sales force that manages
to sell 85% of lines within 3 months of construction sustain Maxcom's B3
ratings.
The stable outlook reflects Moody's expectation that Maxcom will post
double-digit growth rates in the next years and therefore profit from
economies of scale in a business environment that should be characterized by
increasing fixed line penetration in the social economic segments to which
the company offers its services. A higher subscriber base should help
offset the negative impact on ARPU from a more difficult competitive
business atmosphere with the continuous wireless substitution as well as the
entrance of cable TV providers into the voice telecom service business.
However, most of Maxcom's generated cash is expected to be invested in
capital expenditures, limiting important improvements in credit protection
metrics.
Upward pressure on Maxcom's rating would be related to the company's ability
to reduce its debt burden, evidenced by a leverage ratio of approximately 3
times adjusted debt/EBITDA. Downward pressure, though, would exist if
double-digit revenues growth rate targets are not met with a consequent
impact on credit protections metrics, such as adjusted debt to EBITDA
reaching the 5 times threshold.
Maxcom, with headquarters in Mexico City, is a competitive local telephone
company providing bundled products including voice, data and cable
television. During the last twelve months ended in September 2006, Maxcom
posted revenues of approximately US$135 million with a 30% adjusted EBITDA
margin.
MAXCOM TELECOMUNICACIONES: S&P Puts B Rating on US$200MM Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' long-term corporate
credit rating to Mexico City-based Maxcom Telecomunicaciones S.A. de C.V.
The outlook is stable.
At the same time, Standard & Poor's assigned its 'B' rating to Maxcom's
proposed transaction of up to US$200 million 144-A senior unsecured notes
maturing in 2016. The notes will be guaranteed by substantially all of
Maxcom's subsidiaries. Proceeds from the proposed offering of notes will be
used to refinance all the existing indebtedness, including vendor financing,
and to prefund approximately US$84 million of capital expenditures for
additional growth.
The ratings on Maxcom reflect the company's debt refinancing history, caused
by its initial aggressive financial policy, as was also the case for other
telecom operators, and constant changes in its previous top management
(current team has been in place since 2003).
"The ratings also consider the company's limited financial flexibility in
the years immediately following the issuance of the notes because of its
high indebtedness level in an industry highly sensitive to the scale of
operations and with significant investment requirements," said Standard &
Poor's credit analyst Manuel Guerena.
Another credit risk factor is that we expect the current company's
stockholders to eventually sell their shares in Maxcom, potentially
pressuring the company's debt and cash flow levels to enhance its
growth-related metrics. Additionally, the intense competition from larger
companies, especially from Mexico's telecommunication incumbent Telefonos de
Mexico S.A. de C.V. (Telmex, BBB+/Stable/--) and the cellular companies,
could add pressure to Maxcom's margins.
The factors that offset these weaknesses include:
-- the favorable delivery in terms of credit-related metrics
in the past couple of years by the current management
team;
-- the added transmission capacity in 2002 and July 2006
(when Maxcom acquired Grupo Telereunion);
-- the important amount of debt capitalized by its main
shareholder, Bank of America Equity Partners (who might
support the company in case of a reasonable liquidity
need), in October 2004;
-- the growth potential derived from the eventual
implementation of number portability in Mexico; and
-- the company's complete offering of telecom services,
including third-party wireless phone services and video
on its network in the near future.
An early mover when offering new services (as in March 2005, when through an
association with a pay-TV company, Maxcom was the first triple-play service
provider), facilities-based local access provider Maxcom is basically a
voice-driven, middle- to low-income residential and small and midsize
enterprise-oriented company. Its growth strategy is driven on a cluster
basis, and it offers its packages at competitive prices relative to the
incumbent's regulated nationwide prices. The company is the smallest of the
three significant local-access providers in the country. Maxcom's 256,328
active lines in service as of September 2006 compares with Telmex's 18.6
million and Axtel's 733,100 at the same date. While these figures may
mislead somewhat, given that Maxcom and Axtel's operations are currently
concentrated within a few cities only (four and 17, respectively) and
therefore represent more important market shares in their coverage areas
(i.e., Maxcom's penetration is above 25% of its homepassed), the industry
and its margins are very scale sensitive.
The outlook is stable. For the rating to be raised, a full year of stable
and reasonable quarterly ratios (for the past 12 months) would be required.
A sustainable net debt-to-EBITDA ratio of under 3.0x is one of the potential
drivers for a positive outlook or upgrade. Meanwhile, if its main
debt-related measures deteriorate, for example if its net debt-to-EBITDA
ratio gets closer to 4.0x because of its operational performance or growth
strategies-derived indebtedness level, the rating could be lowered.
VISTEON CORP: Increases Seven-Year Term Loan by US$200 Million
--------------------------------------------------------------
Visteon Corp. disclosed completion of its efforts to increase its seven-year
term loan by US$200 million. The seven-year secured term loan, which
expires in June 2013, has been increased to US$1 billion.
To facilitate this transaction, Visteon amended its credit agreements
related to the seven-year secured term loan and a US$350 million U.S.
asset-based revolving credit facility.
* * *
As reported in the Troubled Company Reporter-Latin America on Nov. 24, 2006,
Moody's Investors Service downgraded Visteon Corp.'s corporate family rating
to B3 from B2, changed the ratings outlook to stable from under review for
possible downgrade and affirmed the company's liquidity rating of SGL-3. At
the same time, the rating agency lowered the ratings on Visteon's secured
bank obligations to Ba3 LGD-2, 24% from Ba2 LGD-2, 22%, and Visteon's
unsecured notes to Caa2 LGD-6, 91% from Caa1, LGD 6, 91%. The revised Ba3
rating on the bank term loan also applies to the US$100-US$200 million
increase to the term loan announced on Nov. 15, 2006. Ratings on Visteon's
and Visteon Capital's shelf filings were also lowered one notch in parallel.
===========
P A N A M A
===========
CHIQUITA BRANDS: Test-Marketing Specially Packed Bananas
--------------------------------------------------------
Chiquita Brands International Inc. is test-marketing a new line of specially
wrapped bananas, the Cincinnati Business Courier reports.
As reported in the Troubled Company Reporter-Latin America on Nov. 6, 2006,
Chiquita Brands developed a new way of packaging bananas that would let the
fruits stay yellow and fresh until the consumer is ready to eat them.
Through the new packaging, bananas would stay fresh up to four days longer
than a traditional bunch. The company claimed that it developed the
perfectly ripened banana through the new packaging.
According to the Business Courier, the new banana packaging uses a permeable
plastic wrap that regulates airflow and slows down the ripening process. A
shopper who purchases six bananas can open three right away but keep three
others ripe for the next week.
The Business Courier relates that the specially wrapped bananas are sold
under the name Chiquita Fresh and Ready.
The report says that Fernando Aguirre, chief executive of Chiquita Brands,
is positive that the innovation could sell more bananas at higher prices.
Chiquita Brands hopes consumers will pay more for the specially wrapped
bananas, the Business Courier states.
Cincinnati, Ohio-based Chiquita Brands International, Inc.
(NYSE: CQB) -- http://www.chiquita.com/-- markets and
distributes fresh food products including bananas and nutritious
blends of green salads. The company markets its products under
the Chiquita(R) and Fresh Express(R) premium brands and other
related trademarks. Chiquita employs approximately 25,000
people operating in more than 70 countries worldwide including Panama.
* * *
As reported in the Troubled Company Reporter on Oct. 3, 2006,
Moody's Investors Service affirmed all ratings for Chiquita
Brands L.L.C. (senior secured at Ba3), as well as for its parent
Chiquita Brands International, Inc. (corporate family rating at
B2), but changed the outlook to negative from stable. This
action followed the company's announcement that its operating
performance continues to be negatively impacted by lower pricing
in key European and trading markets, as well as excess fruit
supply.
PRIMER BANCO: HSBC Buy Cues Fitch to Up Ratings to BBB+ from BB+
----------------------------------------------------------------
Fitch Ratings has upgraded the ratings of Grupo Banistmo's subsidiaries,
following the successful completion of HSBC's tender offer to acquire a
majority stake in Banistmo. On
Nov. 24, HSBC acquired 99.98% of Banistmo's outstanding shares. The rating
actions are:
Primer Banco del Istmo:
-- Long-term Issuer Default Rating upgraded to 'BBB+' from
'BB+';
-- Short-term rating upgraded to 'F2' from 'B';
-- Support rating upgraded to '2' from '5';
-- Individual rating affirmed at 'C/D';
-- Local corporate bonds affirmed at 'AAA(pan)' and
'AAA(slv)'.
Banco Salvadoreno
-- Long-term IDR upgraded to 'BBB-' from 'BB';
-- Short-term rating upgraded to 'F2' from 'B';
-- Support rating upgraded to '2' from '3';
-- Individual rating upgraded to 'C/D' from 'D';
-- National-scale long-term rating upgraded to 'AAA(slv)'
from 'AA-(slv)';
-- Outstanding unsecured and secured local bonds upgraded
to 'AAA(slv)' from 'AA-(slv)' and 'AA(slv)',
respectively;
-- National-scale short-term rating affirmed at 'F1+(slv)'.
Inversiones Financieras Bancosal
-- National-scale long-term rating upgraded to 'AAA(slv)'
from 'AA-(slv)';
-- National-scale short-term rating affirmed at 'F1+(slv)'.
Banco Banex
-- National-scale long-term rating upgraded to 'AAA(cri)'
from 'AA-(cri)';
-- National-scale short-term rating affirmed at 'F1+(cri)'.
Banco Grupo el Ahorro Hondureno
-- National-scale long-term rating upgraded to 'AAA(hnd)'
from 'AA-(hnd)';
-- National-scale short-term rating upgraded to 'F1+(hnd)'
from 'F1(hnd)'.
The rating outlook for all long-term ratings is Stable. The upgrade in
Primer Banco's and Salvadoreno's support and IDRs to the country ceilings in
Panama and El Salvador, respectively, reflect our belief that support from
HSBC (rated 'AA' by Fitch) would be forthcoming, if required. In turn, the
upgrade in Salvadoreno's individual rating was driven by sustained
improvements in capital adequacy, asset quality and profitability. Fitch
expects that the integration of Salvadoreno into HSBC will likely continue
to benefit its overall financial profile and risk management.
Salvadoreno's individual rating is now equal to Primer Banco's, which was
affirmed given that its financial condition and cross-border exposure remain
consistent with the 'C/D' Individual rating. Over time, the individual
ratings of both banks could benefit from improvements driven by their
integration into HSBC. Primer Banco's and Salvadoreno's IDRs are
constrained and further upgrades will follow changes in Panama's and El
Salvador's country ceilings, respectively.
The acquisition of Central America's largest financial group provides HSBC
with a unique and leading position in a region with adequate overall
prospects and increasing economic integration. Banistmo operates as a
universal bank in Panama and its main foreign markets. In addition to
Primer Banco, Banistmo's banking regional franchise includes:
-- Corporacion Banex (Costa Rica),
-- Banco Grupo el Ahorro Hondureno or BGA (Honduras),
-- Banistmo Colombia (Colombia),
-- Banistmo Nicaragua (Nicaragua) and
-- Inversiones Financieras Bancosal (El Salvador),
Salvadoreno's parent company, where Banistmo holds a 56%
stake.
In turn, Banistmo's insurance operations include:
-- Compania Nacional de Seguros or CONASE (Panama),
-- Compania de Seguros El Ahorro Hondureno or SEAHSA
(Honduras) and
-- Internacional de Seguros (El Salvador).
At end-September 2006, Banistmo reported consolidated assets and equity of
US$9.5 billion and US$837 million, respectively, and was the largest
financial conglomerate in Central America in terms of assets.
PRIMER BANCO: Moody's Ups Rating to Baa2 from Ba1 on HSBC Buy
-------------------------------------------------------------
Moody's Investors Service upgraded the long- and short-term foreign currency
deposit ratings of Primer Banco del Istmo, S.A. aka Banistmo to Baa2 and
Prime-2, respectively, from Ba1 and Not Prime. The rating action was based
on the completion of HSBC's acquisition of Grupo Banistmo S.A., holding
company for the bank. This concludes the review for possible upgrade
initiated on July 21, 2006.
At the same time, Moody's affirmed the stable outlook on the bank's D+
financial strength rating.
HSBC acquired 99.98% of GBSA in an all-cash tender offer that closed on Nov.
22, 2006. The acquisition received all required regulatory approvals and
was effected through HSBC Asia Holdings BV, a wholly owned subsidiary of
HSBC Holdings plc, the group's ultimate parent.
Moody's noted that the upgrade of Banistmo's deposits reflects the view that
HSBC would provide the bank with a relatively high level of support, because
of its controlling ownership, the expected addition of the HSBC brand to the
group's activities in Central America and Colombia, and Banistmo's fit and
importance to HSBC's regional expansion strategy. HSBC is rated Aa2 for
senior debt by Moody's.
Banistmo's deposit ratings are constrained by Moody's Baa2 local and foreign
currency bank deposit ceilings for Panama.
Primer Banco del Istmo, S.A. is headquartered in Panama City, Panama. The
bank had total assets of US$7.5 billion and equity of US$747 million as of
Sept. 30, 2006. Banistmo is a wholly-owned subsidiary of Grupo Banistmo
S.A. with total assets of US$9.5 billion and equity of US$837 million as of
Sept. 30, 2006. Grupo Banistmo maintains leading market shares in Panama,
Costa Rica, El Salvador, and Honduras making it the largest banking
franchise in Central America, with a presence in Nicaragua, the Bahamas, and
Colombia.
These ratings were upgraded:
-- Long term foreign currency bank deposits: to Baa2 from
Ba1; and
-- Short term foreign currency bank deposits: to Prime-2 from
Not Prime.
PRIMER BANCO: S&P Ups Rating to BBB- from BB+ on HSBC Buy
---------------------------------------------------------
Standard & Poor's Ratings Services raised its counterparty credit and CD
ratings on Primer Banco del Istmo S.A. aka Banistmo to 'BBB-/A-3' from
'BB+/B', and removed them from CreditWatch Positive where they were placed
July 21, 2006. At the same time, it raised its counterparty credit and CD
ratings on Banco Salvadoreno S.A. to 'BB+/B' from 'BB/B', and removed them
from CreditWatch Positive where they were placed
July 21, 2006. The outlook is stable for both banks.
"The upgrade reflects Standard & Poor's group methodology, under which
Banistmo and Salvadoreno are now considered strategically important
subsidiaries for HSBC Holdings PLC (AA-/Stable/A-1+)," said Standard &
Poor's credit analyst Leonardo Bravo.
The strategically important consideration is given by several factors,
including majority ownership of HSBC Holdings PLC of its subsidiaries in
Panama and El Salvador, which will allow HSBC to control the operations and
to implement the group's global procedures. Also in the next year Standard &
Poor's expects current subsidiaries to adopt HSBC's commercial name and
benefit in terms of recognition and global relations.
Standard & Poor's expects tangible effects of the transaction to include
improved financial flexibility as a consequence of available bank lines from
other subsidiaries of the HSBC network, access to HSBC's credit risk
management, operational processes, international distribution network, and
management experience in emerging markets. The rating agency thinks HSBC's
strategies will allow its subsidiaries to improve their financial profiles,
to obtain good results, and to build realistic medium-term prospects. The
acquisition is consistent with HSBC's strategy of expanding its presence in
markets with higher growth potential and we expect HSBC to successfully
deepen its presence in Central America.
The acquisition will allow the banks to work with one technological platform
across the region and to have a retail branch network in most Latin American
countries. HSBC has been successful in other countries such as Mexico and
Brazil in gaining market share, and has been an important competitor in most
business lines. Banistmo and Salvadoreņo's current focus to operate with
large local corporates and retail clients will be complemented by HSBC's
global capabilities.
The stable outlook incorporates our expectation that Banistmo will
consolidate its leading position in the Central American region. We expect
Salvadoreno to progressively gain market share and consolidate its presence
in El Salvador. Standard & Poor's expects both banks to improve their
financial profiles, including increasing profitability, maintaining adequate
origination policies, and strengthening capitalization. Integration costs'
temporary effects on efficiency are built into the current rating levels,
and are not expected to be material. Execution risk is considered
relatively low given HSBC's strong track record in managing acquisitions.
The stable outlook also reflects the outlook on the sovereign credit ratings
on Panama and El Salvador. Better-adjusted capitalization ratios in
Banistmo and improved asset quality and recurrent profitability in both
banks could benefit the ratings.
=====================
P U E R T O R I C O
=====================
CELESTICA INC: Appoints Craig Muhlhauser President & CEO
--------------------------------------------------------
Celestica Inc. appointed Craig H. Muhlhauser to the position of President
and Chief Executive Officer, effective immediately. Mr. Muhlhauser succeeds
Stephen W. Delaney, who is resigning from Celestica to pursue other business
interests.
Mr. Muhlhauser was previously Celestica's President, with specific
responsibility for Worldwide Sales and Business Development. Prior to
joining Celestica in May 2005, Mr. Muhlhauser was President and Chief
Executive Officer of Exide Technologies, one of the world's largest
producers and recyclers of lead acid batteries. Before joining Exide
Technologies, he was Vice President, Ford Motor Company and President,
Visteon Automotive Systems. During his career, Mr. Muhlhauser has worked in
a number of diverse industries and has held senior management positions at
various companies including United Technologies, Asea Brown-Boveri, Lucas
Industries and General Electric.
Commenting on the change, Robert Crandall, Chairman of the company's Board
of Directors, said, "Steve Delaney has served as Celestica's CEO since
January 2004 and he has made important contributions to the company's
development. We wish him the best in his new endeavors."
"The Board is delighted to have an executive with Craig Muhlhauser's broad
and proven leadership credentials available to assume the role of President
and CEO," added Mr. Crandall. "Since joining Celestica and becoming a
member of the senior executive team, Craig has been instrumental in focusing
our business development activities on new, high-growth markets and we are
confident that his high energy, broad executive experience and innovative
leadership will ensure continued progress in the years ahead."
"I am very pleased to assume this new leadership role as Celestica's
President and CEO," said Mr. Muhlhauser. "This is a tremendous opportunity
to build on the aggressive global restructuring actions of the last few
years, to establish stronger, long-term partnerships with our customers and
to accelerate the improvement in Celestica's operational and financial
performance."
Headquartered in Toronto, Ontario, Celestica, Inc. (NYSE: CLS,
TSX: CLS/SV) -- http://www.celestica.com/-- is a world leader in the
delivery of innovative electronics manufacturing services. Celestica
operates a highly sophisticated global manufacturing network with operations
in Asia, Europe, Mexico, Puerto Rico, Brazil, Canada and the United States.
It provides a broad range of integrated services and solutions to original
equipment manufacturers. Celestica's expertise in quality, technology and
supply chain management, enables the company to provide competitive
advantage to its customers by improving time-to-market, scalability and
manufacturing efficiency.
* * *
Celestica carries Fitch's 'BB-' issuer default and unsecured credit facility
ratings. Fitch also assigned a 'B+' rating to the Company's senior
subordinated debt. Fitch said the rating outlook is stable.
In February 2005, Moody's Investors Service lowered Celestica's senior
implied rating to Ba3 from Ba2, senior unsecured issuer rating to B1 from
Ba3 and the subordinated notes rating to B2 from Ba3.
DRESSER INC: Restating 2001 Thru 2003 Annual Financial Reports
--------------------------------------------------------------
Dresser, Inc., will restate its 2001, 2002 and 2003 annual and its 2003
quarterly financial statements.
The company had previously that it was restating its 2004 annual and 2004
and 2005 quarterly financial statements and was evaluating the potential
need to restate prior periods. Based on management's assessment, the Audit
Committee of the Board of Directors determined at its Nov. 20, 2006, meeting
that the company will proceed with the restatement of its 2001, 2002 and
2003 annual and 2003 quarterly financial statements and that the previously
filed financial statements should no longer be relied upon.
The restatements relate to accounting errors previously disclosed in the
company's May 23, 2006 announcement. Those matters include errors
associated with the company's continuing operations, including inventory
valuation and derivative transactions under FAS 133, Accounting for
Derivative Instruments and Hedging Activities. In addition, certain other
accounting errors to be corrected relate to the company's businesses that
were sold in November 2005. The errors associated with the divested
businesses relate to derivative transactions and to the accounting treatment
of income tax associated with intercompany inventory valuation between tax
jurisdictions. The company has previously disclosed a number of material
weaknesses in its internal control environment and is continuing its efforts
to remediate them.
Based on current information, the company does not believe the errors will
have a significant cumulative impact on EBITDA (earnings before interest,
taxes, depreciation and amortization) or its financial position, including
its cash position and total debt, for the periods Jan 1, 2001 through Sept.
30, 2005.
Based in Addison, Texas, Dresser, Inc. -- http://www.dresser.com/--
designs, manufactures and markets equipment and services sold primarily to
customers in the flow
control, measurement systems, and compression and power systems
segments of the energy industry. The Company has a comprehensive global
presence, with over 8,500 employees and a
sales presence in over 100 countries worldwide including Brazil,
Mexico and Puerto Rico.
* * *
As reported in the Troubled Company Reporter on Oct. 20, 2006, Moody's
Investors Service assigned a B1, LGD 3 (37%) rating to Dresser, Inc.'s
proposed US$935 million of senior secured bank credit facilities. At the
same time, Moody's affirmed Dresser's B1 Corporate Family Rating and changed
the company's Probability of Default Rating to B2 from B1. The outlook
remains negative pending the filing of its restated financial statements.
Proceeds from the new bank credit facility are being used to refinance
Dresser's existing senior secured credit facility, senior unsecured term
loan, and senor subordinated notes. Moody's will withdraw the ratings on
the existing secured credit facility, senior unsecured term loan, and
subordinated notes upon their redemption.
Standard & Poor's Ratings Services assigned on its 'B' senior secured rating
and its '3' recovery rating to energy and oilfield equipment manufacturer
Dresser Inc.'s US$935 million credit facilities, which are composed of:
-- a new US$785 million term loan B,
-- a US$50 million synthetic LOC facility, and
-- a US$100 million revolving credit facility.
MUSICLAND HOLDING: Agrees to Adjourn Hayes' Hearing Today
---------------------------------------------------------
Musicland Holding Corp., its debtor-affiliates, and James and Susan Hayes
agree to adjourn the hearing on the Hayes' request until today, Nov. 28,
2006.
As reported in the Troubled Company Reporter on Oct. 20, 2006,
James and Susan Hayes sought the U.S. Bankruptcy Court for the
Southern District of New York to lift the automatic stay to allow them to
commence:
(a) negotiations with St. Paul Travelers Insurance with
regards to the personal injury incident; and
(b) an action for negligence against the Debtors in the
Supreme Court, County of Erie.
Joel A. McMahon, Esq., at Watson, Bennett, Colligan, Johnson &
Schechter, L.L.P., in Buffalo, New York, said that in February
2004, Mr. Hayes suffered severe injuries to his left lower extremities when
he slipped and fell in the parking lot of a
Mediaplay store. The Mediaplay store is owned and managed by
Musicland Group, Inc.
Mr. McMahon asserted that Mr. Hayes sustained his injuries due to the
Debtors' negligence.
The parties waive their rights under Section 362(e)(1) of the
Bankruptcy Code, regarding the automatic stay being terminated on the
expiration of the 30-day period after the filing of the
Motion. The automatic stay will remain in effect with respect to the Hayes'
claims against the Debtors until the conclusion of the hearing and the entry
of a Court order granting or denying the Motion.
Headquartered in New York, New York, Musicland Holding Corp., is a specialty
retailer of music, movies and entertainment-related products. The Debtor
and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064). James H.M. Sprayregen, Esq., at Kirkland & Ellis, represents the
Debtors in their restructuring efforts. Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official Committee of
Unsecured Creditors. When the Debtors filed for protection from their
creditors, they estimated more than US$100 million in assets and debts.
(Musicland Bankruptcy News, Issue
No. 23; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000)
MUSICLAND HOLDING: Court Approves St. Clair Settlement Agreement
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York approved the
settlement agreement Musicland Holding Corp. and its debtor-affiliates
entered into with St. Clair Entertainment Group pursuant to Sections 105(a),
362 and 363(b)(1) of the Bankruptcy Code.
As reported in the Troubled Company Reporter on Nov. 10, 2006, the parties
engaged in negotiations and ultimately entered into a settlement to resolve
the Adversary Proceeding, Claim No. 1633 and other related disputes.
The salient terms of the Settlement Agreement are:
* In full and final satisfaction of the claims alleged in the
Adversary Proceeding and Claim No. 1633, St. Clair will
have an Allowed Secured Claim for US$85,000 and an Allowed
Unsecured Claim for US$145,000;
* St. Clair's Allowed Unsecured Claim will be treated as a
Class 5 Claim under the proposed Plan of Liquidation;
* The parties will mutually release and discharge all claims
and liabilities against each other; and
* St. Clair will dismiss the Adversary Proceeding, with
prejudice.
Headquartered in New York, New York, Musicland Holding Corp., is a specialty
retailer of music, movies and entertainment-related products. The Debtor
and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064). James H.M. Sprayregen, Esq., at Kirkland & Ellis, represents the
Debtors in their restructuring efforts. Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official Committee of
Unsecured Creditors. When the Debtors filed for protection from their
creditors, they estimated more than US$100 million in assets and debts.
(Musicland Bankruptcy News, Issue
No. 23; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000)
=================================
T R I N I D A D & T O B A G O
=================================
BRITISH WEST: New Airline Disclosing First Jet in New Fleet
-----------------------------------------------------------
Caribbean Airlines, which will take the place of British West Indies
Airlines aka BWIA next year, will disclose the first jet in its new fleet at
Hangar, BWIA Head Office in Piarco before a host of dignitaries, including
representatives from the government and the business sector of Trinidad and
Tobago, Newsday reports.
According to Newsday, the Caribbean Airlines will launch a new Boeing 737
aircraft painted in the colors of airline. The plane is at Hartsfield
International Airport in Atlanta, USA.
John Curtis -- the head of Aviation Communication and Allied Workers Union
or ACAWU -- told Newsday that he has not been invited to the event and did
not know whether any members of ACAWU or any other union had been invited.
"They are keeping everything away from us," Mr. John complained to Newsday.
Government officials did not tell Newsday whether Prime Minister Patrick
Manning has been invited to the ceremony.
Newsday relates that Prime Minister Manning began the transformation process
of BWIA in December 2004 when he instructed its board of directors to
develop a plan to guarantee the airline's long-term viability.
Government could be represented at the ceremony by persons like Dr. Lenny
Saith -- the Public Administration and Information Minister -- and Ken
Valley, the Trade and Industry Minister, Newsday states, citing sources.
British West Indies aka BWIA was founded in 1940, and for more
than 60 years has been serving the Caribbean islands from
Trinidad and Tobago, the hub of the Americas, linking the twin
island republic and many other Caribbean islands with North
America, South America, the United Kingdom and Europe.
The airline was losing US$1 million a week due to poor operational
management.
The Trinidad & Tobago government, which owns 97.188% of BWIA,
decided to shut down the airline on Dec. 31, 2006, and reopen a
new airline that will be called Caribbean Airlines. The
government approved a substantial capital injection for the
creation of Caribbean Airlines.
=================
V E N E Z U E L A
=================
PETROLEOS DE VENEZUELA: Furnace at Amuay Plant Out of Service
-------------------------------------------------------------
Petroleos de Venezuela SA, the state-owned oil company of Venezuela, told
Business News Americas that the furnace of the Amuay refinery's
hydro-desulfurization unit is temporarily shut down.
As reported in the Troubled Company Reporter-Latin America on Nov. 28, 2006,
an operational event on Nov. 24 at 9:21 p.m. affected a furnace of the
Hydrosulfurization Unit Number 4 of Amuay. The unit affected was in
startup, after being shutdown for maintenance in September. The company did
not expect the event to affect fuel supply commitments.
Business News Americas relates that Petroleos de Venezuela did not declare
force majeure.
"The rest of the refinery is working normally and there will be no impact on
already scheduled deliveries," a spokesperson of Petroleos de Venezuela told
BNamericas.
Petroleos de Venezuela SA -- http://www.pdv.com/-- is
Venezuela's state oil company in charge of the development of
the petroleum, petrochemical and coal industry, as well as
planning, coordinating, supervising and controlling the
operational activities of its divisions, both in Venezuela and
abroad. The company has a commercial office in China.
* * *
Standard & Poor's said on July 17 that it may lower the
company's B+ foreign-currency debt rating in part because of the
absence of timely financial and operating information.
PETROLEOS DE VENEZUELA: Inks Oil Tanker Accord with Andrade
-----------------------------------------------------------
Petroleos de Venezuela SA, the state-owned oil firm of Venezuela, told Dow
Jones Newswires it signed a deal with Andrade Gutierrez, a Brazilian
industrial conglomerate, for the construction of oil tankers in Venezuela.
As reported in the Troubled Company Reporter-Latin America on Oct. 20, 2006,
Petroleos de Venezuela signed a letter of intent with Andrade Gutierrez for
the construction of a shipyard in eastern Venezuela. As previously
reported, PDV Marina -- a unit of Petroleos de Venezuela -- entered into a
memorandum of understanding with Andrade Gutierrez for technical assistance
to build a shipyard. The yard would be used to manufacture 400,000-ton
capacity Suezmax vessels, which would be used to transport crude oil and
refinery products. The agreement involves the completion of the
construction of two vessels in Brazil and two in Venezuela.
Petroleos de Venezuela said in a statement that the new venture will be the
first in Venezuela to manufacture tankers and offshore oil platforms.
Petroleos de Venezuela did not tell Dow Jones the ownership percentage in
the new firm.
According to Dow Jones, the agreement is considered the first step needed
for Petroleos de Venezuela to construct a new fleet that will transport more
oil to China and other Asian nations.
Offshore platforms will become a useful tool in tapping offshore energy
deposits, Dow Jones states, citing Petroleos de Venezuela.
Petroleos de Venezuela told Dow Jones that it will raise its total fleet to
42 ships by 2012 so it can transport 45% of its crude and oil products
volume.
Petroleos de Venezuela SA -- http://www.pdv.com/-- is
Venezuela's state oil company in charge of the development of
the petroleum, petrochemical and coal industry, as well as
planning, coordinating, supervising and controlling the
operational activities of its divisions, both in Venezuela and
abroad. The company has a commercial office in China.
* * *
Standard & Poor's said on July 17 that it may lower the
company's B+ foreign-currency debt rating in part because of the
absence of timely financial and operating information.
* VENEZUELA: Agriculture Ministry Works in 28 Projects with Cuba
----------------------------------------------------------------
Venezuelan agricultural authorities are collaborating with the agriculture
ministry of Cuba in 28 development projects in Venezuela, Prensa Latina
reports.
Prensa Latina relates that 1,092 Cuban technicians are involved in the
projects, including 639 in Barrio Adentro, by means of which Cuban and
Venezuelan doctors are taking care of communities with few financial
resources for free.
According to Prensa Latina, these are favorable projects to:
-- small and medium agricultural producers, and
-- others covering:
* fishing,
* hydraulics, and
* sugar industries.
The report says that the bilateral work also facilitated the creation of the
Center for Technical Assistance to Producers, with Cuban specialists working
as supervisors.
Prensa Latina underscores that the Center for Technical Assistance aids
those working in the sectors in many aspects like the access to credits, and
orientation on important agricultural sanitation topics.
Over 5,000 Venezuelan technicians will participate in training courses on
agricultural specialities, and cattle breeding techniques, Maria del Carmen
Perez -- Venezuelan substitute agriculture minister -- told Prensa Latina.
* * *
Venezuela's foreign currency long-term debt is rated B1 by
Moody's, B+ by Standard & Poor's, and BB- by Fitch.
* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
Total
Shareholders Total
Equity Assets
Company Ticker (US$MM) (US$MM)
------- ------ ------------ -------
Kuala ARTE3 (33.57) 11.86
Kuala-Pref ARTE4 (33.57) 11.86
Bombril BOBR3 (781.53) 473.67
Bombril-Pref BOBR4 (781.53) 473.67
CIC CIC (1,883.69) 22,312.12
Telefonica Holding CITI (1,010.00) 861.00
Telefonica Holding CITI5 (1,010.00) 861.00
SOC Comercial PL COME (732,78) 461.86
CIMOB Partic SA GAFP3 (42.44) 123.54
CIMOB Part-Pref GAFP4 (42.44) 123.54
DOC Imbituba IMBI3 (19.61) 187.45
DOC Imbitub-Pref IMBI4 (19.61) 187.45
IMPSAT Fiber Networks IMPTQ (17.16) 535.01
Kepler Weber KEPL3 (22.20) 478.81
Paranapanema SA PMAM3 (53.36) 3,268.96
Paranapanema-PREF PMAM4 (53.36) 3,268.96
Telebras-CM RCPT RCTB30 (64.58) 225.19
Telebras-PF RCPT RCTB40 (64.58) 225.19
***********
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., Frederick, Maryland USA. Marjorie C. Sabijon, Sheryl
Joy P. Olano, Stella Mae Hechanova, and Christian Toledo, Editors.
Copyright 2006. 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
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publishers.
Information contained herein is obtained from sources believed to be
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The TCR Latin America subscription rate is US$575 per half-year, delivered
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for the term of the initial subscription or balance thereof are US$25 each.
For subscription information, contact Christopher Beard at 240/629-3300.
* * * End of Transmission * * *