TCRLA_Public/070214.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, February 14, 2007, Vol. 8, Issue 32

                          Headlines

A R G E N T I N A

BANCO MACRO: To Reflect Strong Earnings This Year, Analysts Say
VILCA CONSTRUCCIONES: Claims Verification Is Until April 12
CMS ENERGY: Better Credit Quality Results to S&P's Pos. Watch
FIDEICOMISO (MULTIPYME): Moody's Puts B1 Global Rating on Debts
IRSA: Reports ARS66.1 Mil. Net Income in Quarter Ended Dec. 31

SANCOR: Pres. Kirchner To Visit Caracas for Loan Pact Signing

B A H A M A S

ANDREW CORP: Charles Nicholas Retires as Chairman of the Board
GENERAL NUTRITION: S&P Keeps B Credit Rating on Watch Negative

B O L I V I A

* BOLIVIA: Miners Ink Deal with Government to Halt Protests
* BOLIVIA: Ministry Presents Hydrocarbons Restructuring Proposal
* BOLIVIA: State Firm Launches Talks with Foreign Fuel Suppliers

B R A Z I L

ALCATEL-LUCENT: Aims 12,500 Job Cuts Due to Q4 2006 Losses
AMRO REAL: Posts BRL2.05 Billion Net Earnings in 2006
BANCO BRADESCO: Plans to Increase Capital by US$1.81 Billion
BANCO BRADESCO: Posts BRL6.4 Bil. Net Income in Full Year 2006
FIAT: Improved Performance Prompts Moody's to Raise Ratings

GERDAU SA: Investing US$2 Mln in Cut & Fold Steel Service Center
MRS LOGISTICA: Posts BRL541 Million 2006 Net Profits
NEW AUTOCAM: Moody's Puts Low B Ratings on First Lien Bank Debt
NOVELIS: Hindalco Purchase Prompts S&P to Put Ratings on Watch
NOVELIS: Hindalco Purchase Cues Moody's to Review Ratings

PETROLEO BRASILEIRO: Gets 40% Working Interest in Rufisque
PETROLEO BRASILEIRO: To Spend US$12.1 Bil. in Projects Abroad
VARIG: In Talks with LAN for Take Over of Some Int'l Routes

* BRAZIL: In Talks with United States for Ethanol Partnership
* BRAZIL: May Apply for OPEC Membership, President Says

C A Y M A N   I S L A N D S

601 FINANCE: Holds Final Shareholders Meeting on Feb. 26
AJB CAPITAL: Filing of Proofs of Claim Ends on Feb. 18
AJB CAPITAL MASTER: Filing of Proofs of Claim Ends on Feb. 18
ARCADIA OFFSHORE: Sets Final Shareholders Meeting for Feb. 26
FAIRFIELD AJIA: Sets Final Shareholders Meeting for Feb. 26

FAIRFIELD BRISCOE: Sets Final Shareholders Meeting for Feb. 26
FAIRFIELD BRISCOE SR: Final Shareholders Meeting on Feb. 26
GENERAL NUTRITION: Moody's Says Buyout Won't Affect Ratings
LEAHLON HOLDINGS: Filing of Proofs of Claim Ends on Feb. 26
PARMALAT SPA: Sells Parma AC to Tommaso Ghirardi for EUR30 Mln

PERMARGO INT'L: Liquidator Presents Wind Up Accounts on Feb. 26

C H I L E

BANCO DO BRASIL: Feller Ups Outlook on Unit's Rating to Positive
INVENSYS PLC: Has GBP219-Mln Stockholders' Deficit at Dec. 31
TECH DATA: Appoints Thomas Morgan to Board of Directors

C O L O M B I A

* COLOMBIA: Ministry to Close Down Illegal Mining Operations

C O S T A   R I C A

ALCATEL-LUCENT: Costa Rica to Stop Working with Firm

* COSTA RICA: State Firm Will Stop Working with Alcatel-Lucent

D O M I N I C A N   R E P U B L I C

BANCO INTERCONTINENTAL: Benita Castillo Testifies in Fraud Case
VIVA INT'L: Wants Caribbean Units Merged with Transportation

* DOMINICAN REPUBLIC: Mulling Concessions Framework Change

E C U A D O R

BANCO DEL PICHINCHA: Posts 44% Increase in Net Profits for 2006

* ECUADOR: Availing of 30-Day Grace Period to Make Bond Payment

E L   S A L V A D O R

HERBALIFE LTD: Launches Business Operations in El Salvador

G U A T E M A L A

SPECTRUM BRANDS: Posts US$19MM Net Loss in Quarter Ended Dec. 31

J A M A I C A

CENVEO CORP: Moody's Rates US$430 Mil. Cadmus Buyout Fund at Ba3
SUGAR COMPANY: Could Lose Up to US$500 Million in 2007
SUGAR COMPANY: Gov't Using Oil Savings to Pay for Firm's Debts

M E X I C O

ADVANCED MARKETING: NBN Files Bid to Buy PGW Distribution Rights
ADVANCED MARKETING: Wants PGW Employee Retention Program Okayed
AES CORPORATION: Buying Two Mexico Facilities for US$611 Million
AMERICAN TOWER: Fitch Lifts Senior Notes' Rating to BB+ from BB-
ANIXTER: Fitch Rates US$300 Million Sr. Unsecured Notes at BB-

DIRECTV GROUP: Board Approves Base Salaries & Cash Bonus Plan
ARAMARK CORP: Completes Merger with Private Investment Group
AVAYA INC: Earns US$71 Million in Fiscal Quarter Ended Dec. 31
DIRECTV GROUP: Latin American Unit Posts US$79MM 2006 Net Profit
FOAMEX INT'L: Emerges from Chapter 11 Bankruptcy Protection

GLOBAL POWER: Has Until April 26 to File Chapter 11 Plan
HOME PRODUCTS: U.S. Trustee Appoints Three-Member Official Panel
HOME PRODUCTS: Richards Layton Okayed as Local & Conflicts Atty.
LEAR CORP: Carl Icahn Deal Prompts S&P's Negative CreditWatch
VALASSIS: Moody's Pares Rating to B1 from Ba1 on ADVO Buy Talks

N I C A R A G U A

* NICARAGUA: Will Call for Larreynaga Hydro Project Bids

P A N A M A

ALSTOM SA: Gets EUR270 Million Order from French Railway Company

P E R U

ANIXTER INT'L: Prices US$300 Million Convertible Senior Notes

P U E R T O   R I C O

ADVANCE AUTO: To Operate New Distribution Facility in Indiana
NEWCOMM WIRELESS: Gov'tal Units Can File Claims Until May 28
PIER 1 IMPORTS: Files Lawsuit Against TJX Companies in Texas
UNO: Moody's Cuts Rating on US$142-Mil. Notes to Caa2 from Caa1

U R U G U A Y

NAVIOS MARITIME: Buys Kleimar's Share Capital for US$165.6 Mil.
ULTRAPAR PARTICIPACOES: Earns BRL48 Mil. in 2006 Fourth Quarter

V E N E Z U E L A

AES: EDC Stake Sale to Gov't Won't Affect Ratings, Fitch Says
ARVINMERITOR INC: DBRS Rates US$175-Mln Senior Notes at BB (low)
ELECTRICIDAD DE CARACAS: Workers to Hold Demonstrations

* NASDAQ STOCK: Fails in US$5.3B Bid for London Stock Exchange
* NASDAQ: Moody's Ends November 2006 Review with Ba3 Ratings
* Large Companies with Insolvent Balance Sheets


                         - - - - -


=================
A R G E N T I N A
=================


BANCO MACRO: To Reflect Strong Earnings This Year, Analysts Say
---------------------------------------------------------------
Banco Macro and BBVA Banco Francs, Argentina's publicly traded
banks, would echo strong earnings momentum income and loan
growth recovery, analysts commented.

Analysts targeted earnings of ARS430 million or US$139 million
for locally owned Banco Macro in 2006, up 63% compared to 2005.
Analyst Guido Bizzozero said that the ARS430 million figure is
ARS40 million above local brokerage Allaria Ledesma's original
estimate as Macro booked a ARS128 million gain in November.

Mr. Bizzozero placed Macro's 2007 and 2008 earnings estimate at
ARS461 million and ARS524 million while Mario Pierry, Deutsche
Bank analyst, expected 47% earnings growth per share for this
year.

Mr. Pierry opined that Macro's recent acquisitions and strong
loan growth would lead to earnings per share growth of 36% in
2006.

Business News Americas relates that the loan growth recovered to
40% growth rates last year following the February 2001 crisis.
The banks return to a strong demand for consumer loans and
credit cards.

Macro will post its full-year results in the last week of
February.

Banco Macro S.A. runs the gambit when it comes to retail and
commercial banking in Argentina.  The bank provides customers
with traditional banking products such as savings, international
financing, checking and deposit accounts, phone and online
banking services, credit cards, and asset management-related
services.  Chief subsidiaries include trading entity Sud
Acciones y Valores, offshore financial institution Sud Bank and
Trust Co., and asset management business Sud Valores Soc. Ger.
F.C.I.  The company was established as a primarily non-banking
institution in 1985.

                        *    *    *

As reported in the Troubled Company Reporter on Jan. 11, 2007,
Moody's Investors Service assigned a provisional B2 global
foreign currency rating to Banco Macro SA's senior unsecured
notes, which are due 2017, for US$150,000,000.  Moody's also
assigned a provisional Aa3.ar in national scale to the same
debt.  Moody's said the outlook on the ratings is stable.


VILCA CONSTRUCCIONES: Claims Verification Is Until April 12
-----------------------------------------------------------
Isaac Jospe, the court-appointed trustee for Vilca
Construcciones S.A.C.I.C.I. y F.'s bankruptcy proceeding,
verifies creditors' proofs of claim until April 12, 2007.

Mr. Jospe will present the validated claims in court as
individual reports on May 28, 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 Vilca Construcciones 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 Vilca Construcciones'
accounting and banking records will follow on July 11, 2007.

Mr. Jospe is also in charge of administering Vilca
Construcciones' assets under court supervision and will take
part in their disposal to the extent established by law.

The trustee can be reached at:

         Isaac Jospe
         Jose Evaristo Uriburu 1054
         Buenos Aires, Argentina


CMS ENERGY: Better Credit Quality Results to S&P's Pos. Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit ratings on CMS Energy Corp. and its main subsidiary,
Consumers Energy Co., on CreditWatch with positive implications.

The rating action follows a series of steps that CMS has
implemented to strengthen credit quality, including the sale of
Panhandle Eastern Pipeline in 2003, the suspension of its common
dividend in 2003, and pending asset sales for more than US$1
billion.

"These actions are consistent with CMS' strategy to focus on
North American properties, primarily its Consumers Energy
utility," said Standard & Poor's credit analyst Ralph A.
DeCesare, CFA.

Expected proceeds from the recently announced sales of noncore
assets will help pay down parent company debt and improve
overall credit metrics.

Standard & Poor's intends to resolve the CreditWatch listing
after examining CMS' business plan in further detail,
particularly its focus on core utility Consumers Energy, the
size of and commitment to any noncore investments, and its
financial structure going forward.

CMS is a utility holding company whose primary subsidiary is
Consumers, which provides natural gas and electricity to nearly
6.5 million customers in Michigan.  CMS also has operations in
natural gas pipeline systems and independent power generation
and has operations in Argentina.


FIDEICOMISO (MULTIPYME): Moody's Puts B1 Global Rating on Debts
---------------------------------------------------------------
Moody's Latin has assigned a national scale rating of Aa3(ar)
and a global local currency rating of B1 to the debt securities
of Fideicomiso Financiero MULTIPYME III issued by Bapro Mandatos
y Negocios S.A. -- acting solely in its capacity as Issuer and
Trustee.

The rated securities are backed by a pool of bills of exchange
signed by agricultural producers in Argentina.  The bills of
exchange are guaranteed by Garantizar S.G.R., which is a
financial guarantor in Argentina.  Garantizar has a local
currency national scale rating of Aa3.ar and global local
currency rating of B1.

The rating assigned to this transaction is primarily based on
the rating of Garantizar.  Therefore, any future change in the
rating of the guarantor may lead to a change in the rating
assigned to this transaction.  The rating addresses the payment
of interest and principal on the legal final maturity date of
the securities.

Rating Action

   -- US$3,804,000 in Fixed Rate Debt Securities of
      "Fideicomiso Financiero MULTIPYME III," rated Aa3.ar

Structure

Bapro Mandatos y Negocios S.A. (Issuer and Trustee) issued one
class of debt securities denominated in Argentine pesos.  The
rated securities will bear a 7% annual interest rate.

The rated securities will be repaid from cash flow arising from
the assets of the Trust, constituted by a pool of fixed rate
bills of exchange denominated in US dollars signed by
agricultural producers and guaranteed by Garantizar S.G.R.  The
bills of exchange will bear the same interest rate as the rated
securities.

Although the rated securities (and the bills of exchange) are
denominated in US dollars, they are payable in Argentine pesos
at the exchange rate published by Banco de la Nación Argentina
as of the day prior to the date that the funds are initially
deposited into the Trust account.  As a result, the dollar is
used as a currency of reference and not as a mean of payment.
For that reason, the transaction is considered to be denominated
in local currency.

If, eight days before the final maturity date, the funds on
deposit in the trust account are not sufficient to make payments
to investors, the Trustee is obligated to request Garantizar to
make payment under the bills of exchange.  Garantizar, in turn,
will have five days to make this payment into the trust account.
Under the terms of the transaction documents, the trustee has up
to two days to distribute interest and principal payments to
investors.  Interest on the securities will accrue up to the
date on which the funds are initially deposited by either
Garantizar, the exporter, or the individual producers into the
Trust account.

The designated Trustee in this transaction is Bapro Mandatos y
Negocios S.A., which is the Banco de la Provincia de Buenos
Aires' trustee company. Banco Provincia is the second largest
bank in Argentina (10% of deposits), and it is rated by Moody's
Ba1/Aaa.ar for local currency deposits.


IRSA: Reports ARS66.1 Mil. Net Income in Quarter Ended Dec. 31
--------------------------------------------------------------
IRSA Inversiones y Representaciones Sociedad Anonima disclosed
financial results for the first six months of fiscal year 2007,
ended Dec. 31, 2006.

Net income for the six-month period ended Dec. 31, 2006, was
ARS66.1 million compared with a gain of ARS29.0 million for the
same period the previous year.

Operating results grew 23.7%, from ARS85.6 million in the first
six months of fiscal year 2006 to ARS105.9 million in the same
period of 2007, mainly driven by improved sales performance.

Consolidated net sales for the six-month period totaled ARS400.2
million as compared to ARS256.4 million recorded in the same
period of the previous year.

The contribution of the various segments to net sales was as
follows: Sales and Developments, ARS90.7 million; Offices and
Other Rental Properties, ARS23.0 million; Shopping Centers,
ARS222.5 million; Hotels, ARS62.7 million; and financial
operations and others, ARS1.4 million.

EBITDA for the six-month period ended Dec. 31, 2006, amounted to
ARS147.4 million, an increase of 16.9% as compared to the same
period of the previous fiscal year.

Highlights

   -- The net results for the six-month period ended
      Dec. 31, 2006, registered a ARS66.1 million gain as
      compared to a ARS29.0 million gain registered during the
      same period of fiscal year 2006.

   -- Operating result grew 23.7%, from ARS85.6 million as of
      Dec. 31, 2005, to ARS105.9 million as of Dec. 31, 2006.
      EBITDA amounted to ARS147.4 million, 16.9% higher than the
      one registered in the previous year.

   -- In regards to the Office segment, with the acquisition of
      Dock del Plata, the purchase option entered into in
      connection with Edificio Republica and the offer submitted
      and accepted as regards the purchase of Bouchard Plaza,
      the Company's market share in the class A+ and AAA office
      market will increase to 20%.

   -- During the six-month period ended Dec. 31, 2006, income
      from rental properties totaled ARS23.0 million,
      registering a 71.6% increase as compared to ARS13.4
      million registered in the same period of fiscal year 2006.
      Occupancy levels of the company's office buildings
      continued to recover significantly, reaching 98% as of
      Dec. 31, 2006, as compared to 92% registered as of the
      same date of the previous year.

   -- APSA's net income for the first half was ARS40.2 million,
      compared to ARS23.3 million recorded in the same period of
      the previous year.  In terms of percentages, this
      improvement stands for a 72.6% increase.  EBITDA for the
      six-month period totaled ARS117.6 million representing a
      11.7% increase as compared to EBITDA for the same period
      of the previous year.

   -- The company's subsidiary APSA acquired Cordoba Shopping
      Villa Cabrera and the property where the "Patio Olmos"
      shopping mall operates, both in the city of Cordoba.
      Furthermore, through Panamerican Mall S.A., it will
      develop a shopping mall and residential complex in the
      neighborhood of Saavedra, Buenos Aires.

   -- In the six-month period ended Dec. 31, 2006, the sales and
      developments segment recorded a significant growth in
      revenues of ARS90.7 million, as compared to ARS27.7
      million recorded in the same period of the previous year,
      representing a 227.2% increase as compared with the same
      period of fiscal year 2006.

   -- Income from the hotel segment recorded a 18.2% increase,
      from ARS53.0 million in the first half of fiscal year 2006
      to ARS62.7 million in the same period of this fiscal year.

   -- On Feb. 2, 2007, the company issued Series 1 Notes in an
      amount of US$150 million at a interest rate of 8.5% per
      annum (payable semi-annually) maturing on Feb. 2, 2017.

Created in 1943, Inversiones y Representaciones S.A. aka IRSA
(NYSE: IRS) (BCBA: IRSA) is a leading company with activities in
the business of offices, commercial centers and hotels.  It is
the only company in the industry whose shares are listed on the
Bolsa de Comercio de Buenos Aires and The New York Stock
Exchange.  Through its subsidiaries, IRSA manages an expanding
top portfolio of shopping centers and office buildings,
primarily in Buenos Aires.  The company also develops
residential subdivisions and apartments (specializing in high-
rises and loft-style conversions) and owns three luxury hotels.
Additionally, IRSA owns a 11.8% stake in Banco Hipotecario,
Argentina's largest mortgage supplier in the country which
shareholder's equity amounted to ARS2,247.6 million.

                        *    *    *

As reported in the Troubled Company Reporter on Jan. 16, 2007,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Argentina-based real estate company IRSA
Inversiones y Representaciones SA.  S&P also assigned a 'B+'
rating to an issuance of US$150 million 10-year bullet bonds.
S&P said the outlook is stable.


SANCOR: Pres. Kirchner To Visit Caracas for Loan Pact Signing
-------------------------------------------------------------
Oscar Carreras and Italo Gastaldi, CEO and vice-president of
Argentina's leading dairy cooperative SanCor, will travel to
Caracas in order to sign a previously announced US$135 million
loan for the company.  The loan, which is vital for the
company's survival, will be repaid with 90,000 tons of powdered
milk.  The details of the agreement will be defined around
Feb. 21, when Argentina's president Nestor Kirchner will visit
Hugo Chavez in Venezuela.

A controller designated by the Venezuelan government will
supervise the use SanCor gives to the loan.  This person will
review balance sheets on a quarterly basis, in order to make
sure that the ratios of incomes and expenses are good enough so
that Venezuela will be paid off.

During the period between Dec. 11, when the letter of intention
was signed, and the beginning of February, when the talks were
resumed, there was some kind of uncertainty, giving place to
speculations.   Since by the end of December the cooperative had
not received a single dollar from Venezuela, creditors started
to worry.

Although the accord between SanCor and Venezuela has made
important progress, there are still some details to be defined.
For example, the interest rate (it would range from 5% to 7%)
and the repayment term, which could be reduced from 15 to 12
years.  Another important point is the settlement of the price
for the ton of milk.

SanCor, which has over US$ 190 million in liabilities, will
receive US$80 million to deal with these commitments and other
US$ 55 million to be used as working capital, in the aim of
reactivating closed plants.

Headquartered in Santa Fe, Argentina, Sancor is a diary milk
cooperative and one of the largest milk processors and marketers
in Argentina.  Annual revenues for the fiscal year ended June
2006, are ARUS$1.4 billion.

                        *     *     *

As reported on Jan. 15, 2007, Standard & Poor's rated Sancor
Coop. Unidas Ltda.'s debts at D:

   -- Obligaciones Negociables Serie 2, issued under the US$300
      million program, for US$19,000,000,

   -- Obligaciones Negociables Serie 3, included under the
      US$300 million program, for US$75,800,000.




=============
B A H A M A S
=============


ANDREW CORP: Charles Nicholas Retires as Chairman of the Board
--------------------------------------------------------------
Andrew Corp. reported that Charles R. Nicholas has retired as
chairman of the company's board of directors.

Mr. Nicholas joined the company as treasurer in 1980 and was
named vice president of finance in 1982, chief financial officer
in 1986, and executive vice president of administration and
finance and chief financial officer in 1995.

He served as a director and vice chairman of the board from 2000
until 2004, when he became chairman of the board.

Headquartered in Westchester, Illinois, Andrew Corp.
(NASDAQ:ANDW) -- http://www.andrew.com/-- designs, manufactures
and delivers equipment and solutions for the global
communications infrastructure market.  The company serves
operators and original equipment manufacturers from facilities
in 35 countries including, among others, these Latin American
countries: Argentina, Bahamas, Belize, Barbados, Bermuda and
Brazil.  Andrew is an S&P 500 company Founded in 1937.

                        *     *     *

As reported the Trouble Company Reporter on Dec. 28, 2006,
Standard & Poor's Ratings Services revised its CreditWatch
implications on Andrew Corp. to positive from negative.  The
'BB' corporate credit and 'B+' subordinated debt ratings were
placed on CreditWatch with negative implications on
Aug. 10, 2006.


GENERAL NUTRITION: S&P Keeps B Credit Rating on Watch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on General
Nutrition Centers Inc., including the 'B' corporate credit
rating, remain on CreditWatch with negative implications, where
they were placed on Dec. 22, 2006, following the company's
announcement that it was no longer contemplating a public
offering, but that it would continue to evaluate strategic
alternatives, including a possible sale of the company that
would be financed with a substantial amount of additional debt.

"On Feb. 9, Ares Management LLC and the Ontario Teachers'
Pension Plan announced that they had signed a definitive
agreement to acquire GNC Parent Corp., the parent company of
GNC, from Apollo Management L.P.," explained Standard & Poor's
credit analyst Jackie Oberoi.  "GNC's enterprise value is
estimated at US$1.65 billion for this transaction."

The ratings on Pittsburgh, Penn.-based GNC reflect a highly
leveraged capital structure, with total lease-adjusted debt pro
forma for the company's recent pay-in-kind note issuance of
about 6.8x.

GNC's Latin American operations are in the Bahamas, Cayman
Islands, Chile, Colombia, Costa Rica, among others.




=============
B O L I V I A
=============


* BOLIVIA: Miners Ink Deal with Government to Halt Protests
-----------------------------------------------------------
Protesting miners and Bolivian President Evo Morales signed last
week a reconciliation deal, ending a violent protest over the
government's plan to hike mining taxes.

Inside Costa Rica says the deal was reached after hours of
negotiations between the two sides.  Initially, the miners
continued their protests despite the government's announcement
to freeze taxes for mining cooperatives.  They hurled dynamite
sticks in La Paz and clashed with local police.

"I'd never thought about stamping out mining cooperatives, as
some have said...This government belongs to the grassroots
governments, they (mining cooperatives) have been part of this
government and they have to continue," Morales said after the
meeting.

                        *    *    *

Fitch Ratings assigned these ratings on Bolivia:

                     Rating     Rating Date

   Country Ceiling    B-       Jun. 17, 2004
   Long Term IDR      B-       Dec. 14, 2005
   Local Currency
   Long Term Issuer
   Default Rating     B-       Dec. 14, 2005


* BOLIVIA: Ministry Presents Hydrocarbons Restructuring Proposal
----------------------------------------------------------------
A Bolivian hydrocarbons ministry spokesperson told Business News
Americas that the ministry has concluded the presentation of its
proposal to restructure the hydrocarbons sector in La Paz.

The spokesperson said that the ministry is compiling information
and will publish the details of the plan on its Web site this
week, BNamericas notes.

The ministry wants to form a national hydrocarbons agency to
regulate operations of state oil Yacimientos Petroliferos
Fiscales Bolivianos, BNamericas says, citing hydrocarbons
minister Carlos Villegas.

According to BNamericas, the new agency will be called Agencia
Nacional de Hidrocarburos.  It will be independent of
Yacimientos Petroliferos and will replace the regulator
Superintendencia de Hidrocarburos.

BNamericas states that under the restructuring, Yacimientos
Petroliferos will also set up:

          -- a board,
          -- four managerial departments in La Paz, and
          -- 15 sub-managerial departments in hydrocarbons-
             producing regions.

                        *    *    *

Fitch Ratings assigned these ratings on Bolivia:

                     Rating     Rating Date

   Country Ceiling    B-       Jun. 17, 2004
   Long Term IDR      B-       Dec. 14, 2005
   Local Currency
   Long Term Issuer
   Default Rating     B-       Dec. 14, 2005


* BOLIVIA: State Firm Launches Talks with Foreign Fuel Suppliers
----------------------------------------------------------------
Bolivian state-owned oil firm Yacimientos Petroliferos Fiscales
Bolivianos has launched fuel supply negotiations with Chilean
and Argentine firms to meet its jet fuel demand, Business News
Americas reports.

Yacimientos Petroliferos said in a statement that its board will
meet to ratify the proposals.  The import timetable and supply
sources will then be released.

BNamericas underscores that Yacimientos Petroliferos is
collaborating with the finance and hydrocarbons ministries to
develop a legal instrument to establish the firm's resources for
the jet fuel imports.  The company and the ministries are also
defining a new hydrocarbons and derivatives tax for
international jet fuel.

Bolivia's jet fuel deficit from February to April 2007 is
estimated at 8,401 cubic meters, Yacimientos Petroliferos said
in a statement.

                        *    *    *

Fitch Ratings assigned these ratings on Bolivia:

                     Rating     Rating Date

   Country Ceiling    B-       Jun. 17, 2004
   Long Term IDR      B-       Dec. 14, 2005
   Local Currency
   Long Term Issuer
   Default Rating     B-       Dec. 14, 2005




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B R A Z I L
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ALCATEL-LUCENT: Aims 12,500 Job Cuts Due to Q4 2006 Losses
----------------------------------------------------------
Alcatel-Lucent plans to decrease its work force by 12,500
employees, after the company disclosed losses for the fourth
quarter of 2006, the Wall Street Journal reports.

WSJ reveals that about 3,500 workers will be laid off on top of
the 9,000 originally announced by the company following the
Alcatel-Lucent merger.

The company posted EUR618 million in net loss on EUR4.42 billion
in net revenues for the fourth quarter 2006, compared with
EUR381 million in net profit on EUR5.25 billion in net revenues
for the same period in 2005.  The fourth quarter net loss is the
first for which the newly merged telecommunications-equipment
maker reported combined earnings, WSJ relates.

"As a result, we expect the impact on our global workforce will
be about 12,500 positions over three years," Patricia Russo,
Chief Executive of Alcatel-Lucent, said.  "These are difficult
but necessary decisions, and we will manage these reductions
with care. We are committed to serving our customers' needs,
with a competitive cost structure and effective operating model.
We will maintain the appropriate workforce level to do that."

Ms. Russo said the company is leveraging the integration of
Alcatel S.A. and Lucent Technologies to create a more
competitive enterprise over the long term and enhance its
operating model to enable greater efficiencies in operations.

The chief executive said the company aims to optimize its supply
chain and services, eliminate of duplicate resources, and
rationalize its product.  Ms. Russo said the company could save
as much as EUR1.7 billion in pre-tax cost within three years,
with at least EUR600 million for 2007.

                    About Alcatel-Lucent

Headquartered in Paris, France, Alcatel-Lucent
-- http://www.alcatel-lucent.com/-- provides solutions that
enable service providers, enterprises and governments worldwide,
to deliver voice, data and video communication services to end
users.  Through its operations in fixed, mobile and converged
broadband networking, Internet protocol (IP) technologies,
applications, and services, Alcatel-Lucent offers the end-to-end
solutions that enable communications services for people at
home, at work and on the move.  The company has operations in
Brazil and Indonesia.

On Nov. 30, 2006, Alcatel and Lucent Technologies Inc. completed
their merger transaction, and began operations as a
communication solutions provider under the name Alcatel-Lucent
on Dec. 1, 2006.

                        *     *     *

As of Feb. 7, Alcatel-Lucent carries these ratings:

Moody's:

   * Alcatel

   -- Corporate Family: Ba2
   -- Senior Debt: Ba2
   -- short-term debt: Not-Prime

   * Lucent

   -- Corporate Family: B1 (withdrawn)
   -- Senior Debt: B1
   -- Subordinated debt & trust preferreds: B2
   -- Preferred Stock Issuable: P(B3)

Standard & Poor's:

   -- Long-Term Corporate Credit: BB-
   -- Short-Term Corporate Credit: B
   -- Senior Unsecured Debt: BB-
   -- Outlook: positive.

Fitch Ratings:

   * Alcatel

   -- Issuer Default: BB
   -- Senior Unsecured Debt: BB


AMRO REAL: Posts BRL2.05 Billion Net Earnings in 2006
-----------------------------------------------------
ABN Amro Real told Business News Americas that its net profits
increased 43% to BRL2.05 billion in 2006, compared with BRL1.44
billion in 2005.

Return n equity totaled 22.8% in 2006, compared with 18.0% in
2005, BNamericas notes, citing Amro Real.

According to BNamericas, Amro Real improved its efficiency ratio
to 50.9% in 2006, from 57.3% in 2005.  Its net investment income
rose 22.0% to BRL9.74 billion.  Total revenues from lending, and
insurance, private pension and savings bond businesses increased
22.0% to BRL13.0 billion.

BNamericas underscores that Amro Real's loan book grew 26% to
BRL49.7 billion.  Its retail lending increased 24%, while loans
to small businesses rose 30% and loans to midsize firms grew
43%.

The report says that loan-loss provisions increased 71.0% to
BRL1.86 billion in as the bank increased its exposure to more
profitable and riskier lending operations in 2006, compared with
2005.

Amro Real expects a moderate boost in provisions this year,
growing in line with consumer lending, BNamericas notes.  The
firm expects lending to continue to increase in Brazil in 2007,
although at a slower rate compared with 2006.

BNamericas emphasizes that Amro Real's non-performing loan or
NPL ratio increased to 3.20% in the fourth quarter of 2006, from
3.10% in the same quarter in 2005.  However, it dropped from
3.60% in the third quarter of 2006, from 3.50% in the second
quarter of 2006 and 3.40% in the first quarter of 2006.

The Brazilian central bank told BNamericas that the market-wide
NPL ratio averaged 5.00% in the fourth quarter of 2006 and 5.10%
in the third quarter of 2006.

Amro Real's rate of retail loans overdue for over 90 days
increased to 4.70% in the fourth quarter of 2006 from 3.80% in
the fourth quarter of 2005.  However, it improved from 4.80% in
the third quarter of 2006 and in the second quarter of 2006.

BNamericas says that delinquent commercial loans rose to 1.90%
in the fourth quarter of 2006, compared with 1.80% in the fourth
quarter of 2005.  However, they decreased from 2.40% in the
third quarter of 2006.

Amro Real managed BRL54.2 billion in total deposits at the end
of 2006, about 21.0% higher compared with the same time in 2005.
Total assets increased 60% to BRL121 billion at the end of last
year, compared with the end of 2005.

Central bank figures indicated that Amro Real had a 6.80% market
share among lenders in Brazil at the end of last year, according
to BNamericas.  Amro Real accounts for 95% of parent ABN Amro's
operating income in Latin America.

ABN Amro said in a statement that net profits of its Latin
American operations increased 2.60% to EUR648 million in 2006,
compared with 2005, at constant exchange rates.

BNamericas reports that ABN Amro's operating income in Latin
America increased 13.5% to BRL3.74 billion in 2006, compared
with 2005.

ABN Amro's net profits rose 7.60% to BRL4.78 billion in 2006,
compared with 2005, BNamericas states.

ABN Amro Real specializes in commercial banking, capital
markets, corporate banking, asset management, and trade finance.
Its more than 22,000 employees assist over five million clients
throughout five thousand different points of sales.  In 1999,
the bank merged with Brazil's Banco Real.  The regional office
for Latin America and the Caribbean is located in Brazil.

                        *    *    *

As reported in the Troubled Company Reporter-Latin America on
Sept 4, 2006, Moody's Investors Service upgraded Banco ABN AMRO
Real S.A.'s long-term foreign currency deposits to Ba3, from B1.
Moody's said the rating outlook is stable.


BANCO BRADESCO: Plans to Increase Capital by US$1.81 Billion
------------------------------------------------------------
Brazilian private bank Banco Bradesco (NYSE: BBD) plans to raise
capital by BRL3.80 billion (US$1.81 billion) to BRL18.0 billion,
Business News Americas reports.

The increase will be discussed at Bradesco's annual
shareholders' meeting on March 12 and must later be approved by
Brazil's central bank, the same report adds.

According to BNamericas, the capital increase will come from the
profit reserve and give shareholders one new stock for each one
held, including ADRs and Latibex-traded stock in Spain.

Headquartered in Sao Paulo, Brazil, Banco Bradesco S.A. --
http://www.bradesco.com.br/-- prides itself on serving low-and
medium-income individuals in Brazil since the 1960s.  Bradesco
is Brazil's largest private bank, with more than 3,000 banking
branches, and also a leader in insurance and private pension
management.  Bradesco has branches throughout Brazil as well as
one in New York, and Japan.  Bradesco offers Internet banking,
insurance, pension plans, annuities, credit card services
(including football-club affinity cards for the soccer-mad
population), and Internet access for customers.  The bank also
provides personal and commercial loans, along with leasing
services.

                        *     *     *

As reported on Jan. 26, 2007, Fitch Ratings placed these ratings
assigned to Banco BMC SA on Rating Watch Positive:

   -- Local foreign currency long-term Issuer Default Rating
      'B-';
   -- Foreign currency long-term IDR 'B-';
   -- Local currency short-term 'B';
   -- Fixed-rate notes issuance maturing 2008 'B-/RR4';
   -- Support '5';
   -- National Short-Term rating 'F3(bra)'; and
   -- National long-term rating 'BBB-(bra)'.

In addition, Fitch affirmed BMC's:

   -- Individual rating at 'D/E'; and
   -- Foreign currency short-term at 'B'.

At the same time, Fitch also affirmed these IDRs on Bradesco,
with a Stable Outlook:

   -- Long-term foreign currency at 'BB+';
   -- Long-term local currency at 'BBB-';
   -- Individual rating at 'B/C';
   -- Local currency short-term at 'F3';
   -- Short-term at 'B';
   -- Support rating of '4';
   -- National short-term rating 'F1+(bra)'; and
   -- National long-term rating 'AA+(bra)'.

As reported on Nov. 30, 2006, Moody's Investors Service upgraded
these ratings of Banco Bradesco SA:

   -- long-term foreign currency deposits to Ba3 from B1; and

   -- long- and short-term global local currency deposit
      ratings to A1/Prime from A3/Prime-2.

Moody's said the ratings outlook is stable.


BANCO BRADESCO: Posts BRL6.4 Bil. Net Income in Full Year 2006
--------------------------------------------------------------
Banco Bradesco posted, in 2006, excluding extraordinary events
held in the period and goodwill amortizations of the 1st half of
2006, net income of BRL6.6 billion.

The company's recurring net income for the full-year period in
2006 was BRL6.4 billion, +15.4% compared in 2005, (equivalent to
BRL6.36 per stock), while the 2006 fourth quarter recurring net
income was BRL1.620 billion, +0.6% compared to the 2006 third
quarter.

In the year of 2006, the annualized return on average
stockholders' equity (ROAE) stood at 30% (32.1% in 2005), and at
32.3% in the quarter annualized (32.7% in 2006 third quarter).

Total Assets reached BRL265.5 billion, +27.2% when compared to
December 2005 and +9.2% when compared to September 2006, BRL96.2
billion or 36.2% of which represented by Loans and Leasing.

Unrealized net income, represented by the difference between
market values of assets and liabilities and their respective
book values, totaled BRL3.2 billion in December 2006 versus
BRL1.6 billion in December 2005, a BRL1.616 million increase.

Other Highlights

    -- net income breakdown in 2006 was: 34% originated by
       Insurance, Pension and Certificated Savings Plans, 23% by
       Loans, 26% by Fees, 9% by Securities and Treasury and 8%
       by Funding Results.

    -- Adjusted net interest income of BRL19.8 billion in 2006
       was 19.9% higher than the full-year period in 2005.  In
       the 2006 fourth quarter versus 2006 third quarter
       analysis, a 3.7%increase was recorded.

    -- Fees jumped by BRL1.549 billion, or 21.1%, between
       December 2005 and 2006, totaling BRL8.898 billion.  In
       the q-o-q analysis, fees expanded by BRL81 million, or
       3.5%.

    -- Operating Efficiency Ratio for the accumulated 12-month
       period,  continued to present consistent improvement,
       standing at 42.1% in December 2006, vis-a-vis 45.6%, in
       December 2005.

    -- Remuneration to Stockholders in the form of interest on
       own capital (IOC)/dividends paid and provisioned related
       to the year of 2006 amounted to BRL2.160 billion
       (BRL1.881 billion in the same period of 2005).

    -- As of Dec. 28, 2006, Banco Bradesco's Market
       Capitalization reached BRL84.801 billion, corresponding
       to a 31% jump in the year.  Based on the most recent
       stock price, as of Feb. 9, 2007, Bradesco's market cap
       stood at BRL83.6 billion.

    -- Acquisition of 100% of Banco BMC and its subsidiaries for
       the amount of BRL800 million, which will be paid by means
       of the issuance of Bradesco's stocks, corresponding to
       nearly 0.94% of its capital stock.

    -- 10% increase in the amount of Monthly Interest on own
       capital, to be effective as from the IOC referring to
       March 2007, to be paid on April 2, 2007, benefiting
       stockholders who are registered in the Company's records
       on March 1, 2007.

    -- Proposal to be analyzed at a Special Stockholders'
       Meeting to be held on March 12, 2007, for the increase in
       the capital stock in the amount of BRL3.8 billion will be
       proposed, upon the use of part of the "Profit Reserve-
       Statutory Reserve" account balance, granting as stock
       bonus, free of charge, a new stock, of the same type, for
       each stockholder.  Such bonus will depend on the approval
       of the Brazilian Central Bank.

Headquartered in Sao Paulo, Brazil, Banco Bradesco S.A. Banco
(NYSE: BBD) -- http://www.bradesco.com.br/-- prides itself on
serving low-and medium-income individuals in Brazil since the
1960s.  Bradesco is Brazil's largest private bank, with more
than 3,000 banking branches, and also a leader in insurance and
private pension management.  Bradesco has branches throughout
Brazil as well as one in New York, and Japan.  Bradesco offers
Internet banking, insurance, pension plans, annuities, credit
card services (including football-club affinity cards for the
soccer-mad population), and Internet access for customers.  The
bank also provides personal and commercial loans, along with
leasing services.

                        *     *     *

As reported on Jan. 26, 2007, Fitch Ratings placed these ratings
assigned to Banco BMC SA on Rating Watch Positive:

   -- Local foreign currency long-term Issuer Default Rating
      'B-';
   -- Foreign currency long-term IDR 'B-';
   -- Local currency short-term 'B';
   -- Fixed-rate notes issuance maturing 2008 'B-/RR4';
   -- Support '5';
   -- National Short-Term rating 'F3(bra)'; and
   -- National long-term rating 'BBB-(bra)'.

In addition, Fitch affirmed BMC's:

   -- Individual rating at 'D/E'; and
   -- Foreign currency short-term at 'B'.

At the same time, Fitch also affirmed these IDRs on Bradesco,
with a Stable Outlook:

   -- Long-term foreign currency at 'BB+';
   -- Long-term local currency at 'BBB-';
   -- Individual rating at 'B/C';
   -- Local currency short-term at 'F3';
   -- Short-term at 'B';
   -- Support rating of '4';
   -- National short-term rating 'F1+(bra)'; and
   -- National long-term rating 'AA+(bra)'.

As reported on Nov. 30, 2006, Moody's Investors Service upgraded
these ratings of Banco Bradesco SA:

   -- long-term foreign currency deposits to Ba3 from B1; and

   -- long- and short-term global local currency deposit
      ratings to A1/Prime from A3/Prime-2.

Moody's said the ratings outlook is stable.


FIAT: Improved Performance Prompts Moody's to Raise Ratings
-----------------------------------------------------------
Moody's Investors Service upgraded to Ba2 from Ba3 Fiat SpA's
Corporate Family Rating, and the group's other long-term senior
unsecured ratings.  At the same time, the positive outlook on
all long-term ratings was maintained.  The short-term non-Prime
rating remains unchanged.

Falk Frey, Senior-Vice-President and the lead analyst at Moody's
for the European automotive sector, said: "The ratings upgrade
reflects the successful turnaround that Fiat has achieved over
the last two years, with its improving operating performance
resulting in a stronger financial flexibility.  We expect this
positive trend to continue in 2007, which could lead to further
positive rating changes as indicated by the positive outlook."

Moody's says that the positive outlook is based on the
expectation that Fiat can sustain the current momentum,
benefiting from:

   i) the launch of new volume models (Fiat Bravo in H1 2007
      and Fiat 500 in Q4 2007),

   ii) a gradual overhaul of its Alfa Romeo and Lancia models,

   iii) an ongoing improvement of its dealer network as well as

   iv) ongoing efficiency gains.

Moody's also anticipates that Fiat will generate positive cash
flows going forward which should facilitate further debt
reduction and eventually lead to an improved overall financial
profile.

Such an improvement -- as evidenced by:

   (i) RCF/Net Debt approaching low to mid 20ies %,
   (ii) FCF/Debt in high single digits and
   (iii) an adjusted EBIT Margin of app. 3.5%

-- could put some upward rating pressure on the Ba2 ratings and
position Fiat within the Ba1 category within the next 6-12
months.

However, Moody's cautions that recent improvements have to be
sustained and closely managed if the company is to strengthen
its overall credit profile on a permanent basis.  Most notably,
new model launches (initially led by the Fiat Bravo and Fiat
500) will need to tie up to the success of the Fiat Grande Punto
and back-up regained market shares and volume growth in a more
challenging market, as 2007 and 2008 will also see the launch of
new models from key European competitors who are all eyeing to
defend and increase market shares within an overall flat Western
European car market.  Furthermore, the envisaged reorganization
of sales channels for Fiat, Lancia and Alfa Romeo across key
geographies also remains of major importance to the company's
business profile and capacity utilization.  Recently announced
ventures and associations with other auto groups need to be
successful to improve Fiat Auto's capacity utilization and
efficiency.  In addition, management's efforts to further
improve the financial profile of CNH and maintain the upward
trajectory at Iveco will continue to be essential to further
rating upgrades.

Upgrades:

Issuer: Fiat Finance & Trade Ltd.

   -- Senior Unsecured Medium-Term Note Program, Upgraded to Ba2
      from Ba3

   -- Senior Unsecured Regular Bond/Debenture, Upgraded to Ba2
      from Ba3

Issuer: Fiat Finance Canada Ltd.

   -- Senior Unsecured Medium-Term Note Program, Upgraded to Ba2
      from Ba3

Issuer: Fiat Finance North America Inc.

   -- Senior Unsecured Medium-Term Note Program, Upgraded to Ba2
      from Ba3

Issuer: Fiat S.p.A.

   -- Corporate Family Rating, Upgraded to Ba2 from Ba3

Moody's last rating action on Fiat was an affirmation of the Ba3
ratings and a change in the outlook to positive from stable on
Nov. 2, 2006.  Fiat S.p.A., headquartered in Turin, is one of
the largest industrial groups in Italy and the fourth largest
European-based automobile manufacturer, with revenues of
approximately EUR52 billion generated in fiscal year 2006.  The
company is also a leading European-based manufacturer of
commercial vehicles and one of the largest producers of
agricultural equipment in the world.

Headquartered in Turin, Italy, Fiat S.p.A.
--http://www.fiatgroup.com/--is one of the largest industrial
groups in Italy and the fourth largest European-based automobile
manufacturer, with revenues of EUR33.4 billion in the first nine
months of 2005.  Fiat's creditors include Banca Intesa, Banca
Monte dei Paschi di Siena, Banca Nazionale del Lavoro,
Capitalia, Sanpaolo IMI, and UniCredito Italiano.

Fiat manufactures cars in Italy, Poland, Brazil and Argentina,
with joint venture productions in France, Turkey, Egypt South
Africa, India, Russia and China.


GERDAU SA: Investing US$2 Mln in Cut & Fold Steel Service Center
----------------------------------------------------------------
Business News Americas reports Gerdau SA will invest US$2
million in a cut and fold steel service center to meet rising
demand in the civil construction sector.

Once the facility is operational, about 60 direct and 180
indirect jobs will be created, the same report adds.

Headquartered in Porto Alegre, Brazil, Gerdau SA --
http://www.gerdau.com.br/-- produces and distributes crude
steel and related long rolled products, drawn products, and long
specialty products.  In addition to Brazil, Gerdau operates in
Argentina, Canada, Chile, Colombia, Uruguay and the United
States.

Gerdau's four majority-owned Brazilian operating subsidiaries
are:

   -- Acominas,
   -- Gerdau Acos Longos SA,
   -- Gerdau Acos Especiais SA and
   -- Gerdau Comercial de Acos SA;

                        *    *     *

As reported on Dec. 6, 2006, Moody's Investors Service upgraded
the global local currency corporate family rating of Gerdau SA
to Ba1 from Ba2, following the upgrade to Ba1 from Ba2 of Gerdau
Ameristeel Corp., the group's operational subsidiary in North
America that represents some 46% of consolidated revenues and
34% of group's EBITDA.  Moody's said the rating outlook is
stable.


MRS LOGISTICA: Posts BRL541 Million 2006 Net Profits
----------------------------------------------------
MRS Logistica said in a press release that its net profits
increased 32% to BRL541 million in 2006, compared with the
BRL410 million in 2005.

Business News Americas relates that MRS Logistica's 2006 net
profits were three times greater than those registered in 1996.
This is the fourth consecutive year that the firm reported a
profit.

According to BNamericas, MRS Logistica transported 113 million
tons of cargo in 2006, about 4.6% greater compared with the one
registered in 2005.

BNamericas underscores that MRS Logistica's revenues increased
15% to BRL2.27 billion in 2006, compared with 2005, due to
increased transport volume.  Its Ebitda rose 28.2% to BRL2.27
billion in 2006, compared with the BRL782 million recorded in
2005.

MRS Logistica purchased 20 new locomotives and 433 wagons to
handle increased demand, BNamericas notes.

MRS Logistica plans to continue this year its commercial
strategy of searching and winning long-distance shipment
contracts where the firm thinks it could be more competitive,
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 in the Troubled Company Reporter-Latin America on
Dec. 27, 2006, Standard & Poor's Ratings Services affirmed its
'BB' local- and foreign-currency corporate credit ratings on
Brazil-based railroad company MRS Logistica S.A.

MRS's total on-balance-sheet debt was US$332 million in
September 2006.

Standard & Poor's also said that the outlook on MRS remains
stable.

The ratings on MRS reflect:

   -- some client concentration, with reliance on iron ore
      captive cargoes;

   -- limited scope of its assets (comparatively a short
      railroad); and

   -- the capital-intensive nature of the railroad business in
      the context of the fast-growing strategy developed in
      recent years.


NEW AUTOCAM: Moody's Puts Low B Ratings on First Lien Bank Debt
---------------------------------------------------------------
Moody's Investors Service assigned Autocam Corp. (New) aka New
Autocam a Corporate Family Rating of (P)B3 and a (P)B2
(LGD-2, 26%) rating on the company's proposed first lien bank
debt to be created as part of a proposed financial
restructuring.  At this time, the pre restructuring ratings of
Autocam Corporation, including its Corporate Family Rating of Ca
and Probability of Default Rating of D, are unaffected.  Autocam
is currently in payment default under portions of its existing
debt and is seeking a financial restructuring outside of
bankruptcy.  If the restructuring is completed as currently
contemplated, the pre restructuring ratings of Autocam will be
withdrawn and the newly assigned ratings of New Autocam will be
affirmed.  Because the restructuring is currently a proposal
with execution yet to occur, Moody's is maintaining its pre
restructuring ratings for Autocam, while assigning ratings for
the proposed restructured debt under New Autocam to avoid
confusion of the pre and post restructuring ratings.

New Autocam's ratings reflect the benefits of reduced
indebtedness, improved liquidity and committed funding to
complete the company's European operational restructuring
program.  The ratings consider the company's modest scale,
concentration of business awards, and ongoing leverage.  The
ratings also reflect limited prospects for free cash flow to
develop until its French Social Plan is concluded, weak interest
coverage during this interim period, and a challenging industry
environment.  Rating outlooks for both New Autocam and existing
Autocam are stable.

Autocam did not pay interest on its subordinated notes in mid-
December, nor did it pay interest due on its second lien term
loans at the end of Dec.  In early Jan., Autocam executed a term
sheet with a subordinated note holder investor group to
recapitalize the company.  The second lien lenders entered into
an agreement with Autocam to defer their interest payment until
Feb. 28, 2007, or sooner in certain events.  At the expiration
of the payment grace period under the subordinated notes in mid-
January, cross default provisions in the existing first lien
bank documentation were tripped.  A standstill agreement with
the first lien lenders has been executed and extends until mid-
March.

Under the investor proposal, a privately negotiated transaction
would be structured in which the investors would exchange
approximately US$138 million of their subordinated notes for new
common shares of Autocam or a newly formed holding company and
invest in a new Payment-in-Kind or PIK preferred stock issue of
US$85 million.  Substantially all existing ownership interests
in Autocam would be extinguished. Participating subordinated
note holders would become the controlling shareholders of New
Autocam.  Proceeds from the new PIK preferred stock would be
used to retire Autocam's existing approximately US$78 million of
second lien debt (includes PIK interest) with the balance after
fees and expenses retained as cash.  Autocam's and Autocam
France SARL's existing first lien bank indebtedness, totaling
approximately US$108 million, will be refinanced through US$150
million of new bank facilities being arranged for New Autocam.
Should the refinancing proposal close, ratings on existing
Autocam would be withdrawn and the provisional modifier on New
Autocam's ratings would be removed.  New Autocam would not be
required to file future financial statements or other reports
with the SEC.

The last rating action was on Dec. 19, 2006 at which time
Autocam's Probability of Default Rating was lowered to D from
Ca, ratings on its first lien bank debt (Caa1) and subordinated
notes (C) were confirmed, and its SGL-4 Speculative Grade
Liquidity rating was affirmed.

New Autocam's CFR of (P)B3 is four notches higher than the
comparable rating for Autocam pre restructuring.  This flows
from the reduction of approximately US$217 million of debt in
the new capital structure, an improved liquidity profile arising
from un-tapped revolving credit facilities of approximately
US$30 million, and the provision of sufficient funding to
complete the company's Social Plan at its French subsidiaries, a
critical element in its plans for an operational turn-around.
The rating incorporates the company's modest scale of
operations, concentration of business awards, ongoing leverage
and weak quantitative metrics anticipated over the coming year.
Nonetheless, several factors provide stability to the company's
revenues.  Business awards are on a multi-year basis with large
tier-1 suppliers who would face switching costs were they to
consider replacing Autocam.  Volumes are somewhat platform
neutral given the diverse customer base those tier-1 entities
enjoy, and, within its defined markets, the company has leading
market shares.  The company also benefits from geographic
diversification through its presence in major global automotive
markets.  The stable outlook is supported by the committed
funding New Autocam will achieve upon the recapitalization,
improved cushion under applicable financial covenants in its
bank credit facilities, and the identification of savings/margin
enhancement which its approved Social Plan in France is expected
to realize over the intermediate term. Should the plan take
hold, New Autocam's level of indebtedness would not change
significantly over the next two years, but stronger coverage
metrics could evolve.

The (P)B2 rating on New Autocam's and its European borrowing
subsidiary, Autocam France SARL (New), bank debt reflects an
LGD-2, 26% loss given default assessment.  With effectively an
all bank debt structure (other debt would include some US$1.4
million of subordinated notes, which may carry over into New
Autocam, as well as certain continuing capitalized leases and
international subsidiary obligations), a family recovery rating
of 65% was assigned.  This high family recovery rating combined
with first lien status over substantially all of the borrowers'
assets, up-streamed guarantees from certain subsidiaries, and
levels of non-debt liabilities, lifts the rating on the bank
debt one notch above the CFR.  However, as a consequence of the
lower expected loss rate, the PDR is impacted and is set at
Caa1.  Autocam France SARL (New)'s bank obligations will be
guaranteed by New Autocam, and New Autocam's material domestic
subsidiaries and immediate holding company parent.

Ratings Assigned

Autocam Corporation (New)

   -- Corporate Family Rating, (P)B3

   -- First lien term loan for US$83 million, (P)B2 (LGD-2, 26%)

   -- First lien revolving credit facility for US$17 million,
      (P)B2 (LGD-2 , 26%)

Outlook, stable

   -- Probability of Default Rating, (P)Caa1

   -- Autocam Corporation France SARL (New)

   -- Guaranteed First lien term loan for ? equivalent of US$37
      million, (P)B2 (LGD-2, 26%)

   -- Guaranteed First lien revolving credit facility for ?
      equivalent of US$13 million, (P)B2 (LGD-2, 26%)

Headquartered in Kentwood, Mich., Autocam Corp., 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.


NOVELIS: Hindalco Purchase Prompts S&P to Put Ratings on Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Novelis
Inc., including the 'BB-' long-term corporate credit rating, on
CreditWatch with developing implications after the company
announced a definitive agreement to be acquired by Hindalco
Industries Ltd.  This CreditWatch placement means the ratings
could be raised, lowered, or affirmed depending on the currently
unknown sequence of events.  The ratings on Novelis or its rated
debt could also be withdrawn as details of the financing package
are revealed.  All of Novelis' rated debt instruments--the
US$1.4 billion unsecured notes and the US$1.8 billion secured
credit facilities--include change-of-control provisions that
could trigger their redemption.

"Novelis' credit profile continues to be pressured by
unexpectedly volatile profitability and higher interest expenses
stemming from amendments on its senior secured credit
facilities," said Standard & Poor's credit analyst Donald
Marleau.  "Furthermore, persistently high metals prices are
contributing to higher debt-financed working capital
investments," Mr. Marleau added.  The company's liquidity
remains exposed to its volatile earnings, although the financial
covenants were relaxed through March 31, 2008, such that the
company should maintain adequate access under its US$500 million
revolving credit facility.

Standard & Poor's does not rate Hindalco, but the company
appears to have a good credit profile, with attractive primary
aluminum assets and a solid financial risk profile, offset by
low and volatile profitability in its copper assets and a strong
growth orientation.  The credit implications of Hindalco's
ownership by the Aditya Birla Group are unclear.

Standard & Poor's will resolve the CreditWatch only after the
companies outline the final ownership structure and financing
package.

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.


NOVELIS: Hindalco Purchase Cues Moody's to Review Ratings
---------------------------------------------------------
Moody's Investors Service placed the ratings of Novelis Inc. (B1
corporate family rating) and its subsidiary, Novelis
Corporation, under review for possible downgrade.  The review is
prompted by the company's announcement that it has entered into
a definitive agreement with Hindalco Industries Limited, one of
India's largest non-ferrous metals companies, for Hindalco to
acquire Novelis in an all-cash transaction which values Novelis
at approximately US$6.0 billion, including approximately US$2.4
billion of debt.  Under the terms of the agreement, Novelis
shareholders will receive US$44.93 in cash for each outstanding
common share.

The review for downgrade reflects Moody's concerns that the
transaction could be accompanied by an increased level of debt
at Novelis to accomplish the acquisition.  The review for
Novelis's ratings will focus on the completion of the proposed
transaction, including the final composition of debt within
Novelis and Hindalco, pro-forma credit metrics, the strategic
positioning of the combined company, and the potential for a
change in financial philosophy at Novelis.  Although the
transaction has been approved by both companies' boards, Novelis
shareholders must still agree to the deal with a two-thirds
majority vote.  The transaction also remains subject to
regulatory approvals.

To the extent existing debt at Novelis is repaid, the relevant
ratings will be withdrawn.

On Review for Possible Downgrade:

Issuer: Novelis Corporation

   -- Ba2 Gtd. Senior Secured Term Loan B, Placed on Review for
      Possible Downgrade

Issuer: Novelis Inc.

   -- B1 Corporate Family Rating, Placed on Review for Possible
      Downgrade

   -- B1 Probability of Default Rating, Placed on Review for
      Possible Downgrade

   -- Ba2 Gtd. Senior Secured Revolving Credit Facility,
      Placed on Review for Possible Downgrade

   -- Ba2 Gtd. Senior Secured Term Loan B, Placed on Review for
      Possible Downgrade

   -- B2 Gtd. Senior Global Notes, Placed on Review for
      Possible Downgrade

Outlook Actions:

Issuer: Novelis Corp.

   -- Outlook, Changed To Rating Under Review From Stable

Issuer: Novelis Inc.

   -- Outlook, Changed To Rating Under Review From Stable

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.


PETROLEO BRASILEIRO: Gets 40% Working Interest in Rufisque
----------------------------------------------------------
Brazilian state-run oil firm Petroleo Brasileiro SA said in a
statement that it has acquired a 40% working interest in the
Rufisque Profond block offshore Senegal.

Business News Americas relates that Petroleo Brasileiro
purchased the interest form Italian energy firm Edison Spa, who
reduced its operating share to 55% from 95%.

The statement did not reveal the amount Petroleo Brasileiro paid
for the share.

According to BNamericas, Senegal's state-run oil company
Petrosenhas owns a 5% stake in the block.

The firms are conducting three-dimensional seismic studies, the
first of three exploration stages of the block awarded to Edison
in 2004, BNamericas reports.

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, and 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.


PETROLEO BRASILEIRO: To Spend US$12.1 Bil. in Projects Abroad
-------------------------------------------------------------
Brazil's state-run oil firm Petroleo Brasileiro will spend
US$12.1 billion in projects outside the country between
2007-2011, Peter Howard Wertheim of Brazzil Magazine reports.

Brazzil Magazine relates that US$12.1 billion is about 14% of
Petroleo Brasileiro's total US$87.1 billion investment budget
for the 2007-2011 period.

Brazil's previous five-year plan, which covers 2006-2010,
indicated that Petroleo Brasileiro had planned US$7.1 billion in
international spending, or 12.5% of the firm's US$56.4 billion
total investment forecast, Brazzil Magazine states.

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, and 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.


VARIG: In Talks with LAN for Take Over of Some Int'l Routes
-----------------------------------------------------------
Brazilian airline Varig continues to talk with Chilean airline
LAN SA over increased involvement of the Chilean carrier in the
operations of the Brazilian company, Varig CEO Guilherme Laager
said Monday, according to the local Estado newswire.  The two
companies are working on a new business plan, he said.

Laager emphasized that nothing has been decided, but the general
idea would be for LAN to take over some of Varig's international
routes and the local carrier would concentrate on the Brazilian
market.

Varig was Brazil's leading airline for many years, but its
operations disintegrated in 2005 and early 2006 amid enormous
debts.

In July, VarigLog, owned by a group of investors that included
U.S. investment fund Matlin Patterson, bought the company's
operating assets for US$24 million and sharply cut back the
number of flights offered.

In Brazil, foreign investors cannot own more than 20% of a local
carrier.  Laager said Varig would not seek to get around this
law.  Two weeks ago, Lan lent Varig US$17.10 million in exchange
for an exclusive option for shares.

Laager denied reports that Brazilian rivals TAM S.A. and Gol
Linhas Aereas Inteligentes were in talks to take over the
company.

According to Laager, LAN has approximately 90 planes, of which
some could be transferred to Varig routes.

At present, Varig has 15 planes but a large number of routes.

Laager said Varig hoped to regain a domestic market share of 16%
to 18% by 2008, from the current level of 5%. By then, Varig
would be operating with 50 planes, he said.

                        About Varig

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin
America.  VARIG's principal business is the transportation of
passengers and cargo by air on domestic routes within Brazil and
on international routes between Brazil and North and South
America, Europe and Asia.  VARIG carries approximately 13
million passengers annually and employs approximately 11,456
full-time employees, of which approximately 133 are employed in
the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a
competitive landscape, high fuel costs, cash flow deficit, and
high operating leverage.

The Debtors may be the first case under the new law, which took
effect on June 9, 2005.  Similar to a chapter 11 debtor-in-
possession under the U.S. Bankruptcy Code, the Debtors remain in
possession and control of their estate pending the Judicial
Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente
Cervo as foreign representative.  In this capacity, Mr. Cervo
filed a Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-14400 and 05-14402).  Rick B. Antonoff, Esq., at
Pillsbury Winthrop Shaw Pittman LLP represents Mr. Cervo in the
United States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts.

Volo do Brasil, which purchased VARIG's cargo unit, VARIG
Logistica S.A., and partially controlled by U.S. investment fund
MatlinPatterson Global Advisors, bought VARIG for US$600 million in
July 2006.


* BRAZIL: In Talks with United States for Ethanol Partnership
-------------------------------------------------------------
Brazil and the United States are in talks over an energy
partnership that encourages the use of ethanol globally.

Reports say that the use of biofuels is hoped to diminish
America's dependence on Venezuelan and Iranian oil.  Diplomatic
ties between the U.S., and Venezuela and Iran are strained over
a gamut of issues.

US officials quoted by The Boston Globe said that an accord is
expected to be signed within the year.  Under which, both
countries would promote technology-sharing and would encourage
other Latin American nations to become biofuel producers and
consumers.

According to the Globe, the U.S. and Brazil together produce
about 70% of the world's ethanol.

Dow Jones says that once biofuel production is embraced by other
LatAm nations, costly petroleum bills will be slashed; jobs will
be created; America's image in the region will improve; and
Venezuelan President Hugo Chavez's influence in Latin America
will be curbed.

"It's good politics for (U.S. President George W.) Bush -- it
would increase jobs and revenues in the region and reduce
pollution as well," David Fleischer, a political scientist who
teaches at the University of Brasilia, told Dow Jones Newswires.
"If both Brazil and the U.S. can reduce dependence on fossil
fuels, and this is repeated throughout Latin America, then it
would reduce Chavez's economic influence in the region in the
medium-term, perhaps in 5-6 years."

In his tour of five Latin American countries, US Under Secretary
of State for Political Affairs Nicholas Burns underscored that
widespread biofuel use could counteract Venezuela's use of its
oil to increase its hold in the Latin American region.  He
emphasized that President Chavez has his own agenda for
spreading the Venezuelan influence, implying that those agenda
are not generally for the region's good.

"Energy has tended to distort the power of some of the states we
find to be negative in the world -- Venezuela, Iran -- and so
the more we can diversify our energy sources and depend less on
oil, the better off we will be," Mr. Burns was quoted by the
Globe as saying.

                        *    *    *

As reported on Nov. 24, 2006, Standard & Poor's Ratings Services
revised its outlook on its long-term ratings on the Federative
Republic of Brazil to positive from stable.  Standard & Poor's
also affirmed these ratings on the Republic of Brazil:

   -- 'BB' for long-term foreign currency credit rating,
   -- 'BB+' for long-term local currency credit rating, and
   -- 'B' for short-term currency sovereign credit rating.


* BRAZIL: May Apply for OPEC Membership, President Says
-------------------------------------------------------
Brazilian President Luiz Inacio Lula da Silva told Peter Howard
Wertheim of Brazzil Magazine that he will consider applying for
Brazil to become a member of the Organization of Oil Producing
Countries or OPEC.

Within five years, Brazil will be an oil exporter and will
export some 500,00 barrels a day of oil, Brazzil Magazine notes,
citing President da Silva.

Brazil has been self-sufficient since last year, Brazzil
Magazine states.

                        *    *    *

As reported on Nov. 24, 2006, Standard & Poor's Ratings Services
revised its outlook on its long-term ratings on the Federative
Republic of Brazil to positive from stable.  Standard & Poor's
also affirmed these ratings on the Republic of Brazil:

   -- 'BB' for long-term foreign currency credit rating,
   -- 'BB+' for long-term local currency credit rating, and
   -- 'B' for short-term currency sovereign credit rating.




===========================
C A Y M A N   I S L A N D S
===========================


601 FINANCE: Holds Final Shareholders Meeting on Feb. 26
--------------------------------------------------------
601 Finance Inc. will hold its final shareholders meeting on
Feb. 26, 2007, at:

          Wafra Investment Advisory Group
          345 Park Avenue
          New York, New York
          10154

These agenda 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 was allowed
to appoint a proxy, who need not be a member, in his stead.

The liquidator can be reached at:

          Anthony G. Barbuto
          c/o Solomon Harris
          2nd Floor, First Caribbean House
          P.O. Box 1990, Grand Cayman KY1-1104
          Cayman Islands


AJB CAPITAL: Filing of Proofs of Claim Ends on Feb. 18
------------------------------------------------------
Creditors of AJB Capital Offshore Fund Ltd. are required to
prove their claims to Abraham J. Bronchtein, the company's
liquidators, by Feb. 18, or be excluded from receiving any
distribution or payment that the company will
make.

Creditors are required to send by Feb. 18 their full names,
addresses, descriptions, the full particulars of their debts or
claims, and the names and addresses of their lawyers, if any, to
the liquidators.

The liquidator can be reached at:

        Abraham J. Bronchtein
        900 Third Avenue, Suite 1103
        New York, NY 10022, USA


AJB CAPITAL MASTER: Filing of Proofs of Claim Ends on Feb. 18
-------------------------------------------------------------
Creditors of AJB Capital Master Fund Ltd. are required to prove
their claims to Abraham J. Bronchtein, the company's
liquidators, on or before Feb. 18, or be excluded from
receiving any distribution or payment that the company will
make.

Creditors are required to send by Feb. 18 their full names,
addresses, descriptions, the full particulars of their debts or
claims, and the names and addresses of their lawyers, if any, to
the liquidators.

The liquidator can be reached at:

          Abraham J. Bronchtein
          900 Third Avenue, Suite 1103
          New York, NY 10022, USA


ARCADIA OFFSHORE: Sets Final Shareholders Meeting for Feb. 26
-------------------------------------------------------------
Arcadia Offshore Ltd.'s shareholders will gather for a final
meeting on Feb. 26, 2007, at:

            Clifton House
            75 Fort Street, Grand Cayman
            Cayman Islands

These agenda 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:

           Reid Services Ltd.
           P.O. Box 1350, George Town
     Clifton House, 75 Fort Street
           Grand Cayman, Cayman Islands


FAIRFIELD AJIA: Sets Final Shareholders Meeting for Feb. 26
-----------------------------------------------------------
Shareholders of Fairfield Ajia - Rpmh Asia Absolute Return Fund
Ltd. will gather for a final meeting on Feb. 26, 2007, at the
offices of the liquidators:


            Stuarts Walker Hersant
            4th floor, Cayman Financial Center
            36a Dr. Roy's Drive, George Town
            P.O. Box 2510
            Grand Cayman KY1-1104, Cayman Islands

Accounts on the company's liquidation process will be presented
during the meeting.

As reported in the Troubled Company Reporter-Latin America on
Feb. 12, 2007, Fairfield Ajia started liquidating assets on
Jan. 12, 2007.  Creditors of the company were required to submit
particulars of their debts or claims on or before Feb. 23, 2007,
to Chris Humphries and Sophia A. Dilbert, the company's appointed
liquidators.


FAIRFIELD BRISCOE: Sets Final Shareholders Meeting for Feb. 26
--------------------------------------------------------------
Fairfield Briscoe Senior Capital Fund Ltd.'s shareholders will
gather for a final meeting on Feb. 26, 2007, at:

            Stuarts Walker Hersant
            4th Floor, Cayman Financial Center
            36a Dr. Roy's Drive, George Town
            P.O. Box 2510, Grand Cayman KY1-1104
            Cayman Islands

Accounts on the company's liquidation process will be presented
during the meeting.  The shareholders will also authorize the
liquidators to retain the records of the company for a period of
five years, starting from the dissolution of the company.
Destruction of the records may then be allowed after that
period.

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:

          Sophia A. Dilbert
          Chris Humphries
          c/o Stuarts Walker Hersant
          Cayman Financial Center
          36a Dr. Roy's Drive
          George Town, P.O. Box 2510
          Grand Cayman KY1-1104, Cayman Islands


FAIRFIELD BRISCOE SR: Final Shareholders Meeting on Feb. 26
-----------------------------------------------------------
Shareholders of Fairfield Briscoe Senior Capital Master Fund
Ltd. will gather for a final meeting on Feb. 26, 2007, at the
offices of the liquidators:

            Stuarts Walker Hersant
            4th Floor, Cayman Financial Center
            36a Dr. Roy's Drive, George Town
            P.O. Box 2510, Grand Cayman KY1-1104
            Cayman Islands

Accounts on the company's liquidation process will be presented
during the meeting.

As reported in the Troubled Company Reporter-Latin America on
Feb. 9, 2007, Fairfield Briscoe started liquidating assets on
Jan. 12, 2007.  Creditors of the company were required to submit
particulars of their debts or claims on or before Feb. 23, 2007,
to Chris Humphries and Sophia A. Dilbert, the company's appointed
liquidators.


GENERAL NUTRITION: Moody's Says Buyout Won't Affect Ratings
-----------------------------------------------------------
Moody's Investors Service stated that the intention of Ares
Management and the Ontario Teachers' Pension Plan to buy GNC
Parent Corp. from Apollo Management has no immediate impact on
the company's ratings and/or stable rating outlook.  The LBO
that was publicized on Feb. 9, 2007, is consistent with previous
disclosures that the current owners were exploring strategic
alternatives such as the sale of the company.  The total
enterprise value of the transaction is approximately US$1.65
billion.  As further particulars regarding the acquisition and
its financing plans become available, the ratings and/or outlook
could be adjusted.

These are the ratings of GNC:

   -- Corporate family rating of B3;

   -- Probability of Default Rating of B3;

   -- Senior secured bank loan of Ba3 (LGD 1, 4%);

   -- US$150 million of 8.625% senior notes (2011)
      of B1 (LGD 2, 25%);

   -- US$215 million of 8.5% senior subordinated notes (2010)
      of B3 (LGD 4, 56%); and

   -- US$425 million notes (2011) issued by GNC Parent Corp.
      of Caa2 (LGD 5, 84%).

General Nutrition Centers, Inc., with headquarters in
Pittsburgh, Pennsylvania, retails and manufactures vitamins,
minerals, and nutritional supplements domestically and
internationally through about 5850 company-operated and
franchised stores.  Revenue for the twelve months ended
September 2006 approached US$1.5 billion.  GNC's Latin American
operations are in the Bahamas, Cayman Islands, Chile, Colombia,
Costa Rica, among others.


LEAHLON HOLDINGS: Filing of Proofs of Claim Ends on Feb. 26
-----------------------------------------------------------
Creditors of Leahlon Holdings (Cayman) Ltd. are required to
prove their claims to Michael L. Alberga, the company's
liquidators, on or before Feb. 26, or be excluded from
receiving any distribution or payment that the company will
make.

Creditors are required to send by Feb. 26 their full names,
addresses, descriptions, the full particulars of their debts or
claims, and the names and addresses of their lawyers, if any, to
the liquidators.

The liquidator can be reached at:

            Michael L. Alberga
            Myers & Alberga
            P.O. Box 472, George Town
            Grand Cayman, Cayman Islands
            Telephone: (345) 949-0699
            Fax: (345) 949-8171


PARMALAT SPA: Sells Parma AC to Tommaso Ghirardi for EUR30 Mln
--------------------------------------------------------------
Parmalat S.p.A. has sold soccer club Parma AC to a consortium
led by Tommaso Ghirardi for EUR30 million, Reuters says.

Previously, Parmalat called for non-binding offers indicating
how much capital potential buyers are willing to inject to
"reinforce the team's financial structure and guarantee its
competitiveness."  Parmalat set an initial price of EUR4
million.

The Italian Ministry for Economic Development has approved the
sale, which transfers the club's ownership from Parmalat to the
consortium of Mr. Ghirardi, Angelo Meneghini and Banca Monte di
Parma.  Parma AC has been in temporary administration since
Parmalat's multi-billion euro collapse in December 2003.

"We believe in the sport and we believe we can operate well,"
Mr. Ghirardi told the Associated Press.  "We're not just passing
by.  We want to give a lot to Parma and Italian soccer."

Two-time UEFA Cup champion Parma AC is currently third from
bottom in the Series A division with 15 points.  The team is
trying to avoid relegation by not landing at the bottom three.

                       About Parmalat

Headquartered in Milan, Italy, Parmalat S.p.A. --
http://www.parmalat.net/-- sells nameplate milk products that
can be stored at room temperature for months.  It also has 40-
some brand product line, which includes yogurt, cheese, butter,
cakes and cookies, breads, pizza, snack foods and vegetable
sauces, soups and juices.

The Company's U.S. operations filed for chapter 11 protection on
Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139).  Gary
Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, represent the Debtors.  When the U.S. Debtors filed
for bankruptcy protection, they reported more than
US$200 million in assets and debts.  The U.S. Debtors emerged
from bankruptcy on April 13, 2005.

Parmalat S.p.A. and its Italian affiliates filed separate
petitions for Extraordinary Administration before the Italian
Ministry of Productive Activities and the Civil and Criminal
District Court of the City of Parma, Italy on Dec. 24, 2003.
Dr. Enrico Bondi was appointed Extraordinary Commissioner in
each of the cases.  The Parma Court has declared the units
insolvent.

On June 22, 2004, Dr. Bondi filed a Sec. 304 Petition, Case No.
04-14268, in the United States Bankruptcy Court for the Southern
District of New York.

Parmalat has three financing arms: Dairy Holdings Ltd., Parmalat
Capital Finance Ltd., and Food Holdings Ltd.  Dairy Holdings and
Food Holdings are Cayman Island special-purpose vehicles
established by Parmalat S.p.A.  The Finance Companies are under
separate winding up petitions before the Grand Court of the
Cayman Islands.  Gordon I. MacRae and James Cleaver of Kroll
(Cayman) Ltd. serve as Joint Provisional Liquidators in the
cases.  On Jan. 20, 2004, the Liquidators filed Sec. 304
petition, Case No. 04-10362, in the United States Bankruptcy
Court for the Southern District of New York.  In May 2006, the
Cayman Island Court appointed Messrs. MacRae and Cleaver as
Joint Official Liquidators.  Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP, and Richard I. Janvey, Esq.,
at Janvey, Gordon, Herlands Randolph, represent the Finance
Companies in the Sec. 304 case.

The Honorable Robert D. Drain presides over the Parmalat
Debtors' U.S. cases.


PERMARGO INT'L: Liquidator Presents Wind Up Accounts on Feb. 26
---------------------------------------------------------------
Permargo International Corp.'s shareholders will convene for a
final meeting on Feb. 26, 2007, at:

           Clifton House, 75 Fort Street
           Grand Cayman, Cayman Islands

Accounts on the company's liquidation process will be presented
during the meeting.

The liquidators can be reached at:

           Reid Services Ltd.
           P.O. Box 1350 George Town
           Clifton House, 75 Fort Street
           Grand Cayman, Cayman Islands




=========
C H I L E
=========


BANCO DO BRASIL: Feller Ups Outlook on Unit's Rating to Positive
----------------------------------------------------------------
Chilean ratings agency Feller has upgraded its outlook on the
local unit of Brazil's Banco do Brasil's rating to positive from
stable, Business News Americas reports, citing the agency's
report in Spanish.

The upgrade reflected the development of the bank's new
businesses and better results sustained by a new commercial plan
as well as higher operating efficiency and improved asset
quality, Feller said.

The agency also affirmed the bank's solvency and long-term
deposits at BBB and short-term deposits at level 2.

Federally controlled Banco do Brasil is Brazil's biggest bank
and its local unit focuses on foreign trade financing between
Chile and Brazil.  The bank's assets totaled CLP33.7 billion
(US$61.3 million) at year-end 2006.  On Feb. 9, 2007 Fitch
changed the outlook of Banco do Brasil's ratings:

   -- Foreign currency IDR at 'BB+'; Outlook to Positive from
      Stable;

   -- Local currency IDR at 'BB+'; Outlook to Positive from
      Stable; and

   -- National Long-term rating at 'AA(bra)'; Outlook to
      Positive from Stable.


INVENSYS PLC: Has GBP219-Mln Stockholders' Deficit at Dec. 31
-------------------------------------------------------------
Invensys Plc released its unaudited financial results for the
three months ended Dec. 31, 2006.

Invensys reported GBP42 million in net profit against GBP637
million in net revenues for the three months ended
Dec. 31, 2006, compared with GBP3 million in net loss against
GBP611 million in net revenues for the same period in 2005.

At Dec. 31, 2006, the company's balance sheet showed GBP1.9
billion in total assets and GBP2.1 billion in total liabilities,
resulting in a GBP219-million stockholders' deficit.

"I am pleased that we have made further overall progress in the
third quarter which has enabled us to report another good set of
results," Ulf Henriksson, Chief Executive Officer of Invensys
plc, commented.  "Process Systems produced another strong
performance. Rail Systems showed good revenue growth although
order intake was impacted by the phasing of Network Rail project
bookings in the U.K.  Controls produced another satisfactory
result despite the weakness in those businesses supplying the US
new residential construction market and I am encouraged that APV
produced a profit for a fourth consecutive quarter."

"Financing charges were significantly reduced due to the
benefits of the 2006 Refinancing (3), resulting in a net profit
in the quarter of GBP42 million compared with a small loss in
the third quarter last year.  Operating cash flow, although
lower than last year, was strong at GBP56 million representing
100% conversion.

"With the improved performance in the period and continued
progress in achieving a balance of results between quarters, the
Board remains confident of a satisfactory outturn for the
financial year as a whole," Mr. Henriksson added.

                      About Invensys Plc

Based in London, United Kingdom, Invensys Plc --
http://www.invensys.com/-- is a global automation, controls and
process solutions Group operating in more than 60 countries
worldwide.  The company operates through six units: Controls,
Process Systems, Rail Systems, APV, Wonderware, and Eurotherm.
For the 12 ended March 31, 2006, Invensys had GBP2.5 billion in
total revenues from continuing operations.  In Latin America,
the company has operations in Argentina, Brazil, Chile, Mexico
and Venezuela.

                        *     *     *

Invensys Plc carry these ratings:

   * Moody's Investors Service:

      -- Long-Term Corporate Family Rating: Ba3
      -- Senior Unsecured Debt: B2
      -- Outlook: Stable

   * Standard & Poor's Ratings Services:

      -- Long-Term Foreign Issuer Credit Rating: B+
      -- Long-Term Local Issuer Credit Rating: B+
      -- Outlook: Positive

   * Fitch Ratings:

      -- Long-Term Issuer Default Rating: BB-
      -- Senior Unsecured Debt: B+
      -- Short Term: B
      -- Outlook: Stable


TECH DATA: Appoints Thomas Morgan to Board of Directors
-------------------------------------------------------
Tech Data Corp. appointed Thomas I. Morgan to its board of
directors.  Mr. Morgan was elected to Tech Data's board,
effective immediately.

Mr. Morgan has successfully led companies in a variety of
industries, including most recently Hughes Supply, Inc., repair
and maintenance products, where he served as chief executive
officer from May 2003 until March 2006 when the company was
purchased by The Home Depot.

Under his leadership, revenues of Hughes Supply expanded from
US$3 billion to US$5.4 billion.  Mr. Morgan joined Hughes Supply
in 2001 as president and chief operating officer.  Before that,
he served as chief executive officer of EnfoTrust Network, Value
America and US Office Products.

Mr. Morgan began his career with Genuine Parts Company, where
he held positions of increasing responsibility throughout the
organization.  He concluded his 22-year career with GPC in 1997
serving as executive vice president of S.P. Richards Co., a
US$1.1 billion subsidiary of GPC.

Mr. Morgan holds a bachelor's degree in business administration
from the University of Tennessee. He also serves on the boards
of Rayonier, Inc., Waste Management and ITT Educational
Services.

"We are pleased to have Thomas Morgan join Tech Data's board
of directors.  His broad operating knowledge coupled with a
track record of accomplished leadership will assist Tech Data's
continued advancement as a technology supply chain leader," said
John Y. Williams, chair of Tech Data's governance and nominating
committee.  "His experience and knowledge of distribution
operations make him a great addition to our board. We look
forward to his contributions."

Founded in 1974, Tech Data Corp. (NASDAQ GS:TECD) --
http://www.techdata.com/-- is a leading distributor of IT
products, with more than 90,000 customers in over 100 countries.
The company's business model enables technology solution
providers, manufacturers and publishers to cost-effectively sell
to and support end users ranging from small-to-midsize
businesses to large enterprises.  Tech Data is ranked 107th on
the FORTUNE 500(R).  The company and its subsidiaries operate 26
fulfillment centers in the U.S., Canada, Latin America,
including Brazil and Chile, Europe and the Middle East.

                        *     *     *

As reported in the Troubled Company Reporter on Dec. 21, 2006,
Moody's Investors Service assigned a Ba2 to Tech Data Corp.'s
proposed offering of up to US$350 million convertible senior
notes due 2026 and affirmed its existing ratings.




===============
C O L O M B I A
===============


* COLOMBIA: Ministry to Close Down Illegal Mining Operations
------------------------------------------------------------
"The (Colombian mining) ministry is taking some fairly drastic
measures.  We are going to announce a very intense mine review
plan, and we will have to close down all the illegal operations
in the country," mines and energy minister Hernan Martinez said
in a statement.

Business News Americas relates that the Colombian government has
implemented a review on the nation's mines to avoid accidents
like those that occurred in recent days at two coalmines in the
Santander department and in Boyaca, which killed 40 miners.

Minister Martinez explained to BNamericas that neither the
ministry nor the nation's mining and geology institute
Ingeominas has the authority to order the mines' closure.
However, they can request local mayors to do so upon proving
that a mine in their jurisdiction doesn't reach operating
standards.

"The country cannot carry on with mining that puts the miners at
risk," Minister Martinez commented to BNamericas.

Legal action will be taken against operators of illegal mines,
BNamericas notes, citing the minister.

The report says that Minister Martinez will join in a forum
discussion about development in the coal sector and underground
safety in mines.

Alfonso Escobar, national coal producers federation Fenalcarbon
executive director, told BNamericas, "Because of what has
happened recently in the mines, there was a meeting with the
Ingeominas board and they decided to make room in the IX
National Congress of Coal Producers to develop the forum."

The forum will be on Feb. 15-16 in Barranquilla where
Fenalcarbon, Ingeominas and the department of disaster
prevention will develop a project to strengthen coal mining and
marketing, BNamericas states, citing Mr. Escobar.

                        *    *    *

On July 25, 2006, Fitch rated the Republic of Colombia's US$1
billion issue of fixed-rate Global Bonds maturing
Jan. 27, 2017, 'BB'.  The rating is in line with Fitch's long-
term foreign currency rating on Colombia.  Fitch said the Rating
Outlook is Positive.




===================
C O S T A   R I C A
===================


ALCATEL-LUCENT: Costa Rica to Stop Working with Firm
----------------------------------------------------
Costa Rican state power and telecommunications firm Instituto
Costarricense de Electricidad president Pedro Pablo Quiros told
Business News Americas that the firm will end its GSM mobile
infrastructure rental contract with Alcatel-Lucent after
coverage problems and amid bribery scandal.

Instituto Costarricense will purchase that infrastructure and
won't consider Alcatel-Lucent for future contracts, BNamericas
says, citing Mr. Quiros.

BNamericas underscores that former Alcatel-Lucent executive
Christian Sapsizian was arrested in the United States in
December 2006 on charges related to US$2.5 million in allegedly
paid bribes to an Instituto Costarricense board member to
receive the 2001 contract.

According to BNamericas, Instituto Costarricense will deploy
more mobile lines for its GSM network.  The firm said that the
decision to cancel its contract with Alcatel-Lucent was also due
to quality of service problems that the network has faced.

Instituto Costarricense had said that it would purchase about
200,000 additional lines for the network.  However, the firm has
scrapped that plan.  The firm told BNamericas that it has paid
Alcatel-Lucent some US$153 million since the network was
installed in December 2002.

BNamericas underscores that Instituto Costarricense expects to
complete the line buyback process in the next two weeks.

Instituto Costarricense told BNamericas that it will keep its
contract with Ericsson to install 300,000 new lines, which were
slated to be operational in April 2006.

Headquartered in Paris, France, Alcatel-Lucent
-- http://www.alcatel-lucent.com/-- provides solutions that
enable service providers, enterprises and governments worldwide,
to deliver voice, data and video communication services to end
users.  Through its operations in fixed, mobile and converged
broadband networking, Internet protocol (IP) technologies,
applications, and services, Alcatel-Lucent offers the end-to-end
solutions that enable communications services for people at
home, at work and on the move.  The company has operations in
Brazil and Indonesia.

On Nov. 30, 2006, Alcatel and Lucent Technologies Inc. completed
their merger transaction, and began operations as a
communication solutions provider under the name Alcatel-Lucent
on Dec. 1, 2006.


* COSTA RICA: State Firm Will Stop Working with Alcatel-Lucent
--------------------------------------------------------------
Costa Rican state power and telecommunications firm Instituto
Costarricense de Electricidad president Pedro Pablo Quiros told
Business News Americas that the firm will end its GSM mobile
infrastructure rental contract with Alcatel-Lucent after
coverage problems and amid bribery scandal.

Instituto Costarricense will purchase that infrastructure and
won't consider Alcatel-Lucent for future contracts, BNamericas
says, citing Mr. Quiros.

BNamericas underscores that former Alcatel-Lucent executive
Christian Sapsizian was arrested in the United States in
December 2006 on charges related to US$2.5 million in allegedly
paid bribes to an Instituto Costarricense board member to
receive the 2001 contract.

According to BNamericas, Instituto Costarricense will deploy
more mobile lines for its GSM network.  The firm said that the
decision to cancel its contract with Alcatel-Lucent was also due
to quality of service problems that the network has faced.

Instituto Costarricense had said that it would purchase about
200,000 additional lines for the network.  However, the firm has
scrapped that plan.  The firm told BNamericas that it has paid
Alcatel-Lucent some US$153 million since the network was
installed in December 2002.

BNamericas underscores that Instituto Costarricense expects to
complete the line buyback process in the next two weeks.

Instituto Costarricense told BNamericas that it will keep its
contract with Ericsson to install 300,000 new lines, which were
slated to be operational in April 2006.

                    About Alcatel-Lucent

Headquartered in Paris, France, Alcatel-Lucent
-- http://www.alcatel-lucent.com/-- provides solutions that
enable service providers, enterprises and governments worldwide,
to deliver voice, data and video communication services to end
users.  Through its operations in fixed, mobile and converged
broadband networking, Internet protocol (IP) technologies,
applications, and services, Alcatel-Lucent offers the end-to-end
solutions that enable communications services for people at
home, at work and on the move.  The company has operations in
Brazil and Indonesia.

                        *    *    *

As reported on Aug. 21, 2006, Fitch Ratings upgraded Costa
Rica's country ceiling to BB+ from BB.




===================================
D O M I N I C A N   R E P U B L I C
===================================


BANCO INTERCONTINENTAL: Benita Castillo Testifies in Fraud Case
---------------------------------------------------------------
Former Banco Intercontinental executive Benita Castillo has
testified in the bank's the fraud case before the National
District 1st Collegiate Court of the Dominican Republic,
Dominican Today reports.

Dominican Today underscores that Ms. was the 5th witness in the
case against Ramon Baez Figueroa, Vivian Lubrano, Luis Alvarez
Renta, Jesus Maria Troncoso and Marcos Baez, who are main
defendants in Banco Intercontinental's alleged fraudulent
bankruptcy that cost the Dominican taxpayers over DOP74 billion.

Ms. Castillo told Dominican Today that most of the operations
were registered.  However, she affirmed that Banco
Intercontinental's parallel bank Interbank didn't have a
registry because it was a facilitator to identify disbursements
registered in the results account.  Interbank didn't have
registries of loans nor certificates of deposit.  The data were
taken from the balance of the Major Register.

Ms. Castillo commented to Dominican Today, "I believe that as in
all banks, the departments registered their operational
movements directly in the Major Registry."

The Major Registry contains all transactions, encompasses
everything that has to do with the availability, other assets,
loan portfolios, among other operations, Dominican Today notes,
citing Ms. Castillo.

Ms. Castillo told Dominican Today, "That registry was digital,
but also printed."

Ms. Castillo explained to Dominican Today that she didn't have
any knowledge of transactions with affiliated firms, nor with
the investments by the Intercontinental group through BankInvest
to the local firms Rahintel, Supercanal, Tropigas, Plaza Bolera,
among others.

Ms. Castillo said that after working in Banco Intercontinental
for 16 years, she decided to resign before the collapse.  She
had suggested establishing accounting registries as the law
stipulates, but these were not done immediately, Dominican Today
notes.

Ms. Castillo told Dominican Today that she interacted only with
Ms. Lubrano, knew of Mr. Troncoso's functions, and saw Mr. Renta
several times in the bank.

However, there is a document that Ms. Castillo signed that
contradicts her statement, Dominican Today says, citing Carmen
Alargo, one of the prosecutors in the case.

Ms. Castillo told Dominican Today that the document, identified
as a Plan of Recovery of the sale of assets corresponds to a
drill to recover liquidity, an action that any firm resorts to.

Banco Intercontinental aka Baninter collapsed in 2003 as a
result of a massive fraud that drained it of about US$657
million in funds.  As a consequence, all of its branches were
closed.  The bank's current and savings accounts holders were
transferred to the bank's new owner -- Scotiabank.  The
bankruptcy of Baninter was considered the largest in world
history, in relation to the Dominican Republic's Gross Domestic
Product.  It cost Dominican taxpayers DOP55 billion and resulted
to the country's worst economic crisis.


VIVA INT'L: Wants Caribbean Units Merged with Transportation
------------------------------------------------------------
Viva International Inc. has issued a letter of intent to
Transportation Associates Inc. that proposes merging Eastern
Caribbean Airlines Corporation and Viva's 49% in Viva Air
Dominicana S.A. with TA.  The contemplated merger would then
been subsequently spun-out to the shareholders of Viva.

TA is a holding company specializing in the acquisition and
management of trucking companies.  It has previously estimated
the annual revenues of its subsidiaries to be in a range of
US$15-20 million.

Under the plan, ECA will issue 1 million shares of Series A
Convertible Preferred Stock to TA in exchange for all of the
Capital Stock owned by its shareholders.  The preferred stock
will be convertible after 12 months at the rate of 1 share of
Series A for twenty shares of common stock of ECA.

As additional consideration under the merger and subsequent
spin-off, US$1.5 million of liabilities (Viva and subsidiaries)
will be absorbed or assigned to the new merger (ECA and
subsidiaries).

Upon the effective date of the spin-off, Viva will issue, as a
dividend to its shareholders, 100% of the common stock of ECA
issued and outstanding at the time of the spin-off, on a pro
rata basis.  The exact number of shares will be determined at
the mutual agreement of the parties prior to the spin-off, but
the parties contemplate that a total of approximately 5 million
shares of ECA will be issued in the spin-off.  Accordingly,
qualifying shareholders of Viva will receive approximately 1
share of ECA for each 15 shares of Viva that they own at the
effective date.

Calvin Humphrey, Viva's CEO and Chairman, released the following
statement: "The need for Viva to plan for the merge of our
Caribbean subsidiaries and their subsequent spin-offs is
necessary for several reasons.  Primarily, it is necessary to be
able to properly finance the respective operations of the
aviation-related businesses and acquisitions that we have
planned for Viva while recognizing that it would be easier for
our Caribbean-based subsidiaries to be financed as part of a
respective merger with an entity such as Transportation
Associates.  Secondly, as we go forward it is becoming apparent
that with the focus of our efforts being toward aviation-related
businesses like River Hawk Aviation and Flight Test Associates
that our management team does not have sufficient time available
to devote to the Caribbean airline subsidiaries.  Accordingly,
the time to address what is best for both organizations, as well
as our shareholders, is now and I believe that our plan provides
the opportunity to accomplish this."

                         About Viva

Viva International Inc. (OTCBB: VIVI) has a number of airline
and aviation-related interests including two developmental-stage
carriers being readied to operate in regional markets from hubs
in Puerto Rico and Santo Domingo, Dominican Republic.

The Company plans to create a network of regionally based
airlines across the Caribbean, eventually to be linked to key
points in the United States, Latin America, South America, and
Europe.

At present, the Company maintains executive offices in Michigan.
At June 30, 2006, Viva International's balance sheet showed a
stockholders' deficit of US$4,167,988, compared to a deficit of
US$4,116,893 at March 31, 2006.

                     Going Concern Doubt

As reported in the Troubled Company Reporter on May 26, 2005,
Kempisty & Company CPAs, P.C., raised substantial doubt about
Viva International Inc.'s ability to continue as a going concern
after it audited the Company's financial statements for the
fiscal year ended Dec. 31, 2004.  The auditors cite Viva's
US$14.9 million net loss for the period from April 18, 1995, to
Dec. 31, 2004, and zero operating revenue for the two-year
period ended Dec. 31, 2004.


* DOMINICAN REPUBLIC: Mulling Concessions Framework Change
----------------------------------------------------------
The Dominican Republic's government said in a statement that the
OISOE or office of public works engineers is discussing the
reform of the legal framework for concessions on public works
projects and services.

OISOE director Felix Bautista said in a statement that the legal
reforms are aimed at mobilizing investment for infrastructure
projects through the creation of a new legal concessions
framework.

Business News Americas relates that the discussions were
attended by:

          -- state public works director Freddy Perez,

          -- national potable water and sewerage institute Inapa
             director Victor Diaz,

          -- national water resources institute INDRHI director
             Frank Rodriguez,

          -- executive infrastructure advisor Mariano German,
             and

          -- Dominican Republic's ambassador to Chile Cesar
             Medina.

                        *    *    *

The Troubled Company Reporter-Latin America reported on
May 9, 2006, that Fitch Ratings upgraded these debt and issuer
Default Ratings of the Dominican Republic:

   -- Long-term foreign currency Issuer Default Rating
      to B from B-;

   -- Country ceiling upgraded to B+ from B-;

   -- Foreign currency bonds due 2006 to B-/RR4 from CCC+/RR4;

   -- Foreign currency Brady bonds due 2009 to B/RR4
      from B-/RR4;

   -- Foreign currency bonds due 2011 to B/RR4 from B-/RR4;

   -- Foreign currency bonds due 2013 to B-/RR4 from CCC+/RR4;

   -- Foreign currency bonds due 2018 to B/RR4 from B-/RR4; and

   -- Foreign currency collateralized Brady bonds due 2024
      to B+/RR3 from B/RR3.

Fitch also affirmed these ratings:

   -- Long-term local currency Issuer Default Rating: B; and

   -- Short-term Issuer Default Rating: B.

Additionally, Fitch assigned a debt and Recovery Rating to this
issue:

   -- Foreign currency bonds due 2027: B/RR4.

Fitch said the rating outlook for the long-term foreign and
local currency IDRs is Stable.




=============
E C U A D O R
=============


BANCO DEL PICHINCHA: Posts 44% Increase in Net Profits for 2006
---------------------------------------------------------------
Ecuador's largest bank Banco del Pichincha reported net profits
of US$59.5 million in 2006, 44% more compared to the US$40.2
million net profits in 2005, Business News Americas reports.

According to the same report, figures were calculated from
Superban, the financial sector's watchdog.  Ecuador's annual
inflation was also taken into account.

Banco Pichincha reported net loans of US$1.67 billion, up 24%
compared with 2005.  The growth is attributed to a 56% increase
in consumer lending.

BNamericas says consumer lending has picked up strongly,
supported by the country's economic stability and the steady
flow of remittances from overseas workers, according to Banco
Pichincha's Chief Executive Officer Fernando Pozo.

Loans to microenterprises were the fastest-growing segment,
jumping 66% to US$138 million, compared with US$80.1 million the
previous year.

"We started from zero and our microloan portfolio now stands at
US$130 million, this in a very short period of time.  Besides,
some microloans are reported as consumer loans due to accounting
rules so the real increase [in microloans] amounts to some US$75
million to US$80 million," Mr. Pozo told BNamericas.

As of Dec. 31, 2006, Banco Pichincha reported assets of US$2.94
billion, a 21% rise over 2005, while equity expanded 43% to
US$345 million.

Banco del Pichincha's market share was at 25% in 2006, and 27%
in terms of assets and loans.

                 About Banco del Pichincha

Banco del Pichincha was founded in 1906 and has 232 branches
spanning Ecuador, Peru, Colombia, Panama, Spain and the United
States.

                        *    *    *

Fitch Ratings revised on Feb. 23, 2006, its rating outlook on
Banco del Pichincha's B- long-term foreign currency rating to
negative.  The rating agency affirmed the bank's B short-term
rating.


* ECUADOR: Availing of 30-Day Grace Period to Make Bond Payment
---------------------------------------------------------------
Published reports say that the Ecuadorian government will use a
30-day grace period to make payment on its 10% Global bonds due
2030.

Ecuador doesn't have all of the US$135 million it needs to make
interest payment on Feb. 15, Deputy Economy Minister Fausto
Ortiz said in a news conference.  He disclosed that the
government has only US$60 million in cash.

"The worry surrounding the payment on the 15th is fair,"
Minister Ortiz was quoted by Bloomberg News as saying.
"Investors will understand that paying with a delay of one or
two weeks is not as serious as not paying within the 30 days."

Previously, President Rafael Correa scared investors by
announcing his plan to renegotiate the country's US$16.4 billion
foreign debts to free up funds for social spending.  The
nation's budget proposal presented last month showed lower debt
servicing compared with 2005.  The proposal only set aside
US$2.7 billion for foreign debt payments -- about 28% of the
total budget.

The deputy economy minister also hinted that some debts won't be
paid if proved "illegitimate," Bloomberg says.

"With the payment expected, the near-term uncertainty
dissipates," Claudia Calich, who manages US$900 million in
emerging market debt for Invesco Inc. in New York., told
Bloomberg, "Correa's comments over the weekend also suggest the
debt is not the highest priority at this point in time."

As reported on Jan. 25, 2007, Fitch Ratings downgraded the long-
term foreign currency Issuer Default Rating of Ecuador to 'CCC'
from 'B-', indicating that default is a real possibility in the
near term.




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


HERBALIFE LTD: Launches Business Operations in El Salvador
----------------------------------------------------------
Herbalife Ltd. reported that El Salvador is the 64th country
where the company conducts business.  The country becomes part
of the company's Mexico and Central America region led by Senior
Vice President and Managing Director Sergio Medina.

El Salvador is the third country in Central America where
Herbalife products will be available: Panama was the first in
June 2000 and Costa Rica became the company's 62nd market in
April 2006.

Five products from Herbalife's nutrition line will be available,
including the company's flagship Formula 1 Nutritional Shake Mix
in four flavors, Performance Protein Powder, Herbal Aloe Drink
Concentrate, NRG Tea and Thermo Tea.

Herbalife Ltd. (NYSE: HLF) -- http://www.herbalife.com/--
Herbalife, now in its 26th year, conducts business in 62
countries.  The company does business with several manufacturers
worldwide and has its own manufacturing facility in Suzhou,
China as well as major distribution centers in Venray,
Netherlands, Japan, Los Angeles, Calif., Memphis, Tenn.,
Guadalajara, Mexico, and El Salvador.

                        *    *    *

Standard & Poor's Ratings Services rated Herbalife Ltd.'s long-
term foreign and local issuer credit ratings at BB+.




=================
G U A T E M A L A
=================


SPECTRUM BRANDS: Posts US$19MM Net Loss in Quarter Ended Dec. 31
----------------------------------------------------------------
Spectrum Brands Inc. reported an US$18.8 million net loss for
the first quarter ended Dec. 31, 2006, compared with a net
income of US$2.3 million for the same period ended Jan. 1, 2006.

Spectrum Brands Inc. reported first quarter net sales of
US$564.6 million for the quarter ended Dec. 31, 2006, compared
with first quarter net sales of US$566.3 million last year.
Reported net sales exclude sales from the company's Home &
Garden division, which is being accounted for as discontinued
operations pending completion of an ongoing sale process.

Global battery sales declined six percent year over year, as
strong results from Latin America were offset by sales declines
in North America and Europe/ROW.  Sales of Remington branded
products increased by seven percent on a worldwide basis.
Global Pet reported growth of four percent.  Favorable foreign
exchange rates had a US$16.2 million positive impact on net
sales during the quarter, mostly driven by the strong Euro.

Gross profit and gross margin for the quarter were US$208.9
million and 37.0%, respectively, versus US$224.0 million and
39.6% for the same period last year.  Restructuring and related
charges of US$6 million were included in the current quarter's
cost of goods sold; cost of goods sold in the comparable period
last year included US$1.3 million in similar charges. Increased
raw material costs, primarily zinc, were the most significant
driver of the decline in gross margin.

The company generated operating income of US$37.5 million versus
US$67.6 million in fiscal 2006's first quarter.  The primary
reasons for the decline were increased advertising and marketing
expense of approximately US$14 million and higher commodity
costs, including an increase of US$7 million in zinc costs.

Commenting on the results of the quarter, Spectrum Brands
President and Chief Executive Officer David Jones stated, "Our
first quarter results reflect progress in a number of areas,
despite a challenging environment, and we are confident that we
are taking the right actions for the long-term to build our
brands, reduce costs and create sustainable value.

"We are focused on the successful completion of the divestiture
of our Home & Garden business, a key milestone in the strategic
review we began last July.  We anticipate that the proceeds from
this transaction will enable us to reduce outstanding debt and
leverage and will allow us more flexibility to focus on
strengthening our remaining businesses.  With the assistance of
Goldman Sachs, we are continuing to consider further strategic
options to improve our capital structure, including potential
additional asset sales."

Corporate expenses were US$26.6 million as compared to US$22.8
million in the prior year period, primarily attributable to
increased deferred compensation accruals when compared with
fiscal 2006, which included no such accruals.

Headquartered in Atlanta, Georgia, Spectrum Brands (NYSE: SPC)
-- http://www.spectrumbrands.com/-- is a consumer products
company and a supplier of batteries and portable lighting, lawn
and garden care products, specialty pet supplies, shaving and
grooming and personal care products, and household insecticides.
Spectrum Brands' products are sold by the world's top 25
retailers and are available in more than one million stores in
120 countries around the world.  The company operates in 13
Latin American nations including El Salvador, Guatemala, Costa
Rica, Colombia and Nicaragua.

                            *    *    *

As reported in the Troubled Company Reporter-Latin America on
Feb, 12, 2007, Standard & Poor's Ratings Services lowered all of
its ratings on Atlanta, Ga.-based Spectrum Brands Inc.,
including the company's corporate credit rating, which was
lowered to 'CCC+' from 'B-'.  S&P said the outlook is
developing.




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


CENVEO CORP: Moody's Rates US$430 Mil. Cadmus Buyout Fund at Ba3
----------------------------------------------------------------
Moody's Investors Service confirmed the B1 corporate family
rating of Cenveo Corp. and assigned a Ba3 rating to its proposed
senior secured bank facility intended to fund the acquisition of
Cadmus Communications Corp. for approximately US$430 million.
Moody's also changed LGD assessments on Cenveo debt securities
to reflect the proposed liability structure in accordance with
our Loss Given Default Methodology and confirmed all other
existing Cenveo ratings.  The ratings outlook is negative.

This action concludes the Cenveo review for downgrade, which
commenced Dec. 27, 2006, following Cenveo's announced plan to
acquire Cadmus.  Ratings for Cadmus remain on review for
downgrade; Moody's will withdraw Cadmus ratings upon close of
the proposed transaction and repayment of existing Cadmus debt.

The B1 CFR incorporates high financial risk of the combined
entity, industry concerns, and Cenveo's acquisitive management.
However, the successful track record of cost reduction, good
liquidity and a modestly improved business profile pro forma for
the acquisition support the rating.  Furthermore, Moody's
believes the proposed credit agreement will curtail incremental
sizeable acquisitions over the intermediate term, until Cenveo's
leverage has declined.

The negative outlook incorporates the potential for continued
debt-financed acquisitions and Moody's concerns that Cenveo may
be unable to translate its margin improvements into positive
free cash flow.  Historically, high cash restructuring costs and
negative working capital movements have delayed the expected
transition to free cash flow.  The outlook would likely revert
to stable with a clear trajectory toward sustained positive free
cash flow and a less acquisitive track record.  The rating
anticipates continued moderate sized, leverage accretive
acquisitions. Such acquisitions would not necessarily constrain
Cenveo from achieving a stable outlook, provided integration
necessitated limited cash restructuring and the acquired
entities contributed positive cash flow.  The pace, number, and
magnitude of future acquisitions will continue to influence the
rating.

Issuer: Cenveo Corp.

   -- Corporate Family Rating, Confirmed at B1
   -- Senior Secured Bank Credit Facility, Assigned Ba3, LGD3,
      35%
   -- Senior Subordinated Notes, Confirmed at B3, LGD 5, 87%
   -- Senior Unsecured Notes, Confirmed at B2, LGD 5, 73%
   -- Outlook, Changed To Negative From Rating Under Review

                        About Cenveo

Headquartered in Stamford, Connecticut, Cenveo, Inc., is one of
North America's leading providers of print and visual
communications, with one-stop services from design through
fulfillment.  The company's broad portfolio of services and
products include commercial printing, envelopes, labels,
packaging and business documents delivered through a network of
production, fulfillment and distribution facilities throughout
North America.

                 About Cadmus Communications

Headquartered in Richmond, Virginia, Cadmus Communications Corp.
provides end-to-end integrated graphic communications and
content processing services to professional publishers, not-for-
profit societies, and corporations.  Its annual revenue is
approximately US$450 million.  It has operations in the US,
India and the Caribbean Rim.


SUGAR COMPANY: Could Lose Up to US$500 Million in 2007
------------------------------------------------------
Jamaican agriculture minister Roger Clarke told Radio Jamaica
that the Sugar Company could lose up to US$500 million this
year.

The Sugar Company had US$1.2 billion losses last year, Radio
Jamaica notes, citing Minister Clarke.

Minister Clarke told Radio Jamaica that the big drain on the
industry was mainly due to the Monymusk and Bernard Lodge Sugar
factories.

According to Radio Jamaica, Jamaican opposition leader Bruce
Golding asked whether the Sugar Company ever repaid any of the
loans from the government.

Minister Clarke told Radio Jamaica that the Sugar Company has
repaid some of the loans.  However, the debt kept increasing as
a result of its continuing poor performance.

Minister Clarke did not reveal to Radio Jamaica the total amount
of money the Sugar Company owes the government.

None of the funds borrowed has been alloted for farmers, Radio
Jamaica states, citing Minister Clarke.

Sugar Company of Jamaica registered a net loss of almost US$1.1
billion for the financial year ended Sept. 30, 2005, 80% higher
than the US$600 million reported in the previous financial year.
Sugar Company blamed its financial deterioration to the
reduction in sugar cane production.  According to published
reports, the Jamaican government has taken responsibility for
the payment of the firm's debts.


SUGAR COMPANY: Gov't Using Oil Savings to Pay for Firm's Debts
--------------------------------------------------------------
To recall, the Jamaican government has assumed Sugar Company of
Jamaica's debts to help the company attain profitability.

The government is using money earned from its oil deal with
Venezuela, the so-called Petrocaribe program, to pay for Sugar
Company's liabilities, The Associated Press says, citing
Agriculture Minister Roger Clarke.

The agriculture minister disclosed that about US$44 million
(EUR33.9 million) has been given to Sugar Company to pay
suppliers and creditors.  The government official added a
portion of the money was also used to refurbish factories for
the 2007 sugar crop, AP relates.

Jamaica is among the 13 Caribbean nations that signed oil deals
with Venezuela in 2005.  The program provides oil for member
countries at preferential prices.

Sugar Company of Jamaica registered a net loss of almost US$1.1
billion for the financial year ended Sept. 30, 2005, 80% higher
than the US$600 million reported in the previous financial year.
Sugar Company blamed its financial deterioration to the
reduction in sugar cane production.




===========
M E X I C O
===========


ADVANCED MARKETING: NBN Files Bid to Buy PGW Distribution Rights
----------------------------------------------------------------
National Book Network Inc. made a competing and superior bid to
purchase Publishers Group West Inc.'s rights under its
distribution agreements with various publishers, Rich Publishing
LLC disclosed in its objection to the proposed sale to Perseus
Books LLC, and Client Distribution Services Inc.

As reported in the Troubled Company Reporter on Jan. 31, 2007,
Advanced Marketing Services Inc. and its debtor-affiliates asked
the U.S. Bankruptcy Court for the District of Delaware for
authority to sell Publishers Group West's rights under its
distribution agreements with various publishers to Perseus Books
and Client Distribution Services Inc.

The Court set a hearing yesterday, Feb. 12, 2007, to consider
the Debtors' request to sell PGW's rights under its distribution
agreements with various publishers to Perseus Books and CDS.

                         NBN's Offer

NBN offered to pay 85 cents on the dollar for the claims of all
PGW publishers, Rich Publishing said.

The NBN offer was announced, in part, by Richard Freese,
president of PGW, who observed that all PGW publishers remain
"free to enter into an offer with NBN," according to Rich
Publishing.

NBN is a sales, marketing, and distribution company servicing
North American and overseas publishers of commercial fiction and
nonfiction books and audio titles.  Founded in 1986, NBN is a
subsidiary of The Rowman & Littlefield Publishing Group, Inc.,
one of North America's largest academic publishers.  NBN is
headquartered in Lanham, Maryland.

                      Parties Object to Sale

Seven parties filed objections to the proposed sale of PGW's
rights under its distribution agreements to Perseus Books and
CDS:

(1) Wells Fargo

Wells Fargo Foothill, Inc., contends that the proposed buyer
protections are inappropriate under the circumstances since the
proposed sale results in no cash or other monetary compensation
to the Debtors or the estate.  The break-up fee will come out
from the Debtors' pocket.

Wells Fargo further notes that (i) Perseus' administrative claim
must be junior to Wells Fargo's administrative claim since Wells
Fargo was granted a superpriority administrative claim enjoying
priority over all other unsecured obligations, and (ii)
procedures to protect PGW's accounts receivable must be
established.

(2) Carus

Carus Publishing Group wants the order authorizing the sale to
reflect that PGW is authorized to assume its distribution
agreements with those publishers that have entered into
publisher agreements with Perseus and other successful bidder,
which assumption will occur prior to their assignment.  Carus
further asks the Court to hold that no payments made prepetition
to consenting publishers pursuant to assumed agreements can be
recovered under Section 547 of the Bankruptcy Code or otherwise
by PGW.

(3) Creditors Committee

The Official Committee of Unsecured Creditors argues that the
Debtors' request fails to allow adequate time for the
postpetition solicitation of other purchasers and for
competitive bidding.

Although productive negotiations are ongoing among the
purchasers, the Debtors, and the Committee regarding the terms
of the Transaction Documents, the Committee informs the Court
that:

    * it objects to the requirement that Advanced Marketing
      Services, Inc., be responsible for the Administrative
      Amount because AMS should not be obligated to incur any
      expense that is the responsibility of PGW;

    * the Transaction Documents must specify that CDS is
      responsible for all costs related to the transition
      involving the PGW Sale under the Transition Services
      Agreement; specify the exact amounts of PGW's and AMS's
      costs for which the Purchasers will be responsible; and
      set forth a dispute resolution process;

    * the Transaction Documents fail to provide that Perseus
      Books guarantee all of the obligations of CDS under the
      agreements; and

    * the proposed Purchaser Protection is inappropriate under
      the circumstances.

The Committee reserves its right to withdraw its objections in
whole, or in part, as issues are resolved.

(4) Elsevier

Elsevier, Inc., as successor-in-interest to CMP Media LLC,
objects to the sale insofar as PGW seeks to assume an executory
contract with CMP and assign that contract to the proposed
purchasers without complying with the assumption, assignment and
cure requirements.  Elsevier also objects to the sale insofar as
it purports to transfer title to books owned by Elsevier, but
are currently held by PGW as a bailee.

(5) Rich Publishing

According to Rich Publishing LLC, it objects to the sale insofar
as there is a superior offer outstanding for the same PGW
assets.  Rich Publishing wants the Court to postpone for at
least two weeks, the hearing on the request until the NBN offer
process has developed and other competing bids, if any, are
presented.

(6) LearningExpress

LearningExpress, LLC, objects to the PGW Sale to the extent that
it seeks to assume and assign its Distribution Agreement with
PGW without providing for (i) a cure of all pre- and post-
Petition Date defaults of PGW under the Agreement, and (ii)
adequate assurance of future performance by a proposed
purchaser, including with respect to its Loan Agreement with
PGW.

LearningExpress notes that it is willing to consider alternate
proposals, including from PGW, Perseus Books, or possibly other
potential purchasers.

(7) NAB

Society for the Study of Native Arts and Sciences, doing
business as North Atlantic Books, asserts that the sale unfairly
prejudices publishers, like itself, whose contracts will not be
assigned to the proposed purchasers.

Any benefits seems to inure only to creditor-publishers whose
agreements are being assigned to the Purchasers at the expense
of those publishers whose agreements will be rejected, NAB says.

                  About Advanced Marketing

Based in San Diego, California, Advanced Marketing Services,
Inc. -- http://www.advmkt.com/-- provides customized
merchandising, wholesaling, distribution and publishing
services, currently primarily to the book industry.  The company
has operations in the U.S., Mexico, the United Kingdom and
Australia and employs approximately 1,200 people Worldwide.

The company and its two affiliates, Publishers Group
Incorporated and Publishers Group West Incorporated filed for
chapter 11 protection on Dec. 29, 2006 (Bankr. D. Del. Case Nos.
06-11480 through 06-11482).  Suzzanne S. Uhland, Esq., Austin K.
Barron, Esq., Alexandra B. Feldman, Esq., O'Melveny & Myers,
LLP, represent the Debtors as Lead Counsel.  Chun I. Jang, Esq.,
Mark D. Collins, Esq., and Paul Noble Heath, Esq., at Richards,
Layton & Finger, P.A., represent the Debtors as Local Counsel.
When the Debtors filed for protection from their creditors, they
listed estimated assets and debts of more than US$100 million.
The Debtors' exclusive period to file a chapter 11 plan expires
on April 28, 2007. (Advanced Marketing Bankruptcy News, Issue
No. 5; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


ADVANCED MARKETING: Wants PGW Employee Retention Program Okayed
---------------------------------------------------------------
Advanced Marketing Services Inc. and its debtor-affiliates
previously asked the U.S. Bankruptcy Court for the District of
Delaware for authority to sell Publishers Group West Inc.'s
rights under its distribution agreements with various publishers
to Perseus Books LLC, and Client Distribution Services Inc.

The Debtors now ask the Court for authority to implement a PGW
Employee Retention Program, which provides bonuses to certain
PGW key employees in providing transition services in connection
with the aforementioned Perseus transaction -- the PGW
Transition Services Bonus Plan.

To preserve the Debtors' ability to effect the Perseus
transaction, including the provision of the transition services,
PGW must retain key employees in numerous departments, including
sales and merchandise, logistics and accounting, Mark D.
Collins, Esq., at Richards, Layton & Finger, PA, at Wilmington,
Delaware, relates.

According to Mr. Collins, the Debtors have determined that the
total anticipated cost of the PGW Employee Retention Program is
US$750,850.  The PGW Employee Retention Program applies to
approximately 117 employees, but none of the PGW Key Employees
are officers of the Debtors.

Pursuant to the PGW Transition Services Bonus Plan, the PGW Key
Employees are eligible to receive bonuses in the range of US$303
to US$45,900, based on:

    (1) a consideration of their compensation in effect upon
        their approval for participation in the PGW Transition
        Services Bonus Plan;

    (2) employment position classification; and

    (3) continued employment with PGW on July 31, 2007.

The total cost of the bonuses payable to PGW Key Employees under
the PGW Employee Retention Program will be paid by Perseus,
Mr. Collins notes.  Hence, the direct cost to the PGW estate
that would otherwise be incurred to retain its key employees to
maintain operations pending a going concern sale will be paid by
the buyer of PGW's assets.  Mr. Collins adds that the
implementation of the PGW Key Employee Retention Program is
contingent on the Court's approval of the Perseus transaction.

Mr. Collins asserts that the Debtors considered a number of
factors in designing the PGW Employee Retention Program in
conjunction with Perseus, including industry standards, PGW's
historic practices, and the nature of its business.  The
potential costs associated with the loss of employees would be
far in excess of the cost of the PGW Employee Retention Program.

The successful consummation of the Perseus transaction, in turn,
relies on retaining employees with the knowledge and skill of
PGW's business to perform the transition services, Mr. Collins
asserts.  PGW's employees, and in particular the PGW Key
Employees, are critical to performing the transition services.

"The loss of key employees would lead to further work force
attrition as employee morale would deteriorate with the
departures and concomitant increased work demands on remaining
employees," Mr. Collins says.

                  About Advanced Marketing

Based in San Diego, California, Advanced Marketing Services,
Inc. -- http://www.advmkt.com/-- provides customized
merchandising, wholesaling, distribution and publishing
services, currently primarily to the book industry.  The company
has operations in the U.S., Mexico, the United Kingdom and
Australia and employs approximately 1,200 people Worldwide.

The company and its two affiliates, Publishers Group
Incorporated and Publishers Group West Incorporated filed for
chapter 11 protection on Dec. 29, 2006 (Bankr. D. Del. Case Nos.
06-11480 through 06-11482).  Suzzanne S. Uhland, Esq., Austin K.
Barron, Esq., Alexandra B. Feldman, Esq., O'Melveny & Myers,
LLP, represent the Debtors as Lead Counsel.  Chun I. Jang, Esq.,
Mark D. Collins, Esq., and Paul Noble Heath, Esq., at Richards,
Layton & Finger, P.A., represent the Debtors as Local Counsel.
When the Debtors filed for protection from their creditors, they
listed estimated assets and debts of more than US$100 million.
The Debtors' exclusive period to file a chapter 11 plan expires
on April 28, 2007. (Advanced Marketing Bankruptcy News, Issue
No. 5; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


AES CORPORATION: Buying Two Mexico Facilities for US$611 Million
----------------------------------------------------------------
The AES Corporation has purchased two 230 MW petroleum coke-
fired circulating fluidized bed power generation facilities in
Tamuin, Mexico from subsidiaries of Exelon Corporation and
ALSTOM.  The total value of the transaction is approximately
US$611 million including the acquisition of equity and
subordinated debt totaled at US$190 million and the assumption
of US$421 million in project debt.

The plants, Termoelectrica del Golfo and Termoelectrica del
Penoles, are fully contracted facilities that supply power to
two major Mexican industrial companies, CEMEX and Penoles,
respectively, under 20-year agreements in accordance with
Mexican self-supply regulations.  Both plants also secure
petroleum coke from CEMEX under 20-year contracts.  Constructed
in 2004, the facilities utilize CFB technology, providing a
cleaner way to burn petroleum coke compared to some other
technologies.  Petroleum coke is a by-product of petroleum
refining and provides competitive fuel cost advantages relative
to natural gas, the major fuel for power generation in Mexico.

"These assets fit well with AES given our expertise in operating
CFB plants and skills at structuring complex international
transactions," said David Gee, President of AES's North America
region.

AES helped pioneer CFB technology in the US in the early 1990s.
Tt owns and operates five CFB plants in North America and one in
Asia, all of which provide world-class reliability to their
customers.

AES named Pete Convery as Plant Manager of TEG and TEP.  Mr.
Convery, who has been with AES since 1993, has 10 years
experience managing CFB facilities, including AES Shady Point in
Oklahoma and AES Warrior Run in Maryland.  He will manage plant
operations and will be supported initially by an interim on-site
team of CFB technology experts assembled from other AES plants.

"Mexico has very high per capita income and is experiencing
steady economic growth.  The acquisition of these two plants
enables AES to expand our strong platform in Mexico," said Mark
Woodruff, AES Vice President of North America Development.

AES has operated in Mexico since 2000, when it completed
construction of the country's first independent power plant: AES
Merida III, a 484 MW natural gas and diesel-fired power plant.

In addition to TEG and TEP, AES's CFB facilities include AES
Hawaii, AES Puerto Rico, AES Shady Point in Oklahoma, AES Thames
in Connecticut, AES Warrior Run in Maryland and Aixi in China.
AES also operates one petroleum coke-fired power plant, AES
Deepwater, in Texas.

AES Corp. (NYSE:AES) -- http://www.aes.com/-- is a global power
company.  The company operates in South America, Europe, Africa,
Asia and the Caribbean countries.  Generating 44,000 megawatts
of electricity through 124 power facilities, the company
delivers electricity through 15 distribution companies.

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 - Latin America on
Oct. 20, 2006, Moody's Investors Service's downgraded its B1
Corporate Family Rating for AES Corporation 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.


AMERICAN TOWER: Fitch Lifts Senior Notes' Rating to BB+ from BB-
----------------------------------------------------------------
Fitch Ratings has upgraded the ratings on American Tower Corp.
and its subsidiaries as:

American Tower Corp.

   -- Issuer Default rating to 'BB+' from 'BB-';
   -- Senior Unsecured notes to 'BB+' from 'BB-'.

American Towers Inc.

   -- IDR to 'BB' from 'BB-'.

SpectraSite Communications Inc.

   -- IDR to 'BB' from 'BB-'.

ATI's senior subordinated debt and senior secured credit
facility are affirmed at 'BB+' and 'BBB-' respectively.
SpectraSite's senior secured credit facility is affirmed at
'BBB-'.

The Rating Outlook is Stable.

American Tower's ratings upgrade reflect the strong operating
performance which exceeded Fitch's financial projections as well
as the increased scale that has resulted in improved free cash
flow.  AMT's operating characteristics remain favorable,
resulting in some of the highest profitability measures for all
of corporate credits and reflective of the lower business risk,
which results in a predictable and growing cash flow stream
generated primarily from investment grade national wireless
operators.

Fitch believes these characteristics more than offset AMT's
moderate financial policy with its sizable share repurchase
program and relatively high financial leverage for its rating
category.  AMT should continue to meaningfully improve its
operating metrics due to scale benefits and the expectations for
continued wireless industry demand driven by footprint
expansion, improved coverage, minute growth and increasing
demand for wireless data services as operators focus
infrastructure upgrades on high-speed wireless data.

During the fourth quarter of 2006, AMT completed financial
restatements related to its past stock option practices and
announced a remediation plan to address the material weaknesses
in its internal control over financial reporting.

Fitch believes AMT has made progress at resolving the internal
control issues and has reasonable plans to address these
weaknesses that should be resolved over the coming quarters.

American Tower's liquidity position is solid when considering
its free cash flow, cash on hand, undrawn revolver capacity and
share repurchase program.  American Tower's cash balance at the
end of the third quarter 2006 was US$207 million.

The ATI credit facility consists of a US$300 million revolving
credit facility, a US$750 million term loan A and a US$250
million delay draw term loan.  ATI has fully drawn the term loan
A and the delay draw term loan and has the majority of its
revolving facility available.

The SCI credit facility consists of a US$250 million revolving
credit facility, a US$700 million Term Loan A and a US$200
million delay draw term loan.  SCI has fully drawn the US$700
million term loan A and drawn US$25 million of the delayed draw
term loan.  The remaining US$175 million undrawn portion of the
delayed draw term loan component was canceled during the fourth
quarter of 2007.

As of Sept. 30, 2006, the majority of SpectraSite's US$250
million revolving credit facility was undrawn.  Each of the
credit facilities has a term of five years, maturing in full on
Oct. 27, 2010.  ATI and SCI have a total borrowers leverage
ratio and interest coverage covenant that each subsidiary
currently has considerable cushion.

AMT reported a cash tender offer for its 5% convertible notes
due 2010 that note holders could have put to the company in
February.  As of Jan. 16, 2007, approximately US$252 million of
the notes were outstanding.  AMT will use cash and borrowings
under its ATI credit facility to finance the repurchases of
these notes.  AMT has indicated the company will also likely
raise additional capital in 2007, which may include a
securitization of a portion of its tower assets as well as new
or incremental credit facilities to maintain financial
flexibility.  The credit facilities at ATI and SCI have
incremental capacity of US$500 million and US$250 million
respectively.

Fitch views a potential securitization as likely having a modest
positive impact overall on the ratings depending on the
transaction's final structure.  Over the rating horizon, Fitch
also expects AMT to refinance the majority of its debt and
simplify its capital structure to remove the current
restrictions under its debt indentures.

With the continued sustainability of low capital investment and
strong operating performance, Fitch expects American Tower to
meaningfully increase free cash flow over the next several
years.  For 2006, expectations are for consolidated free cash
flow to exceed US$475 million.  Since American Tower is well
within its net consolidated leverage target range of 4x-6x,
Fitch expects the majority of excess cash flow and cash on hand
will be used to repurchase shares.  Prior to the suspension of
the program in 2006, the Company had repurchased a total of 11.8
million shares of its Class A common stock for approximately
US$358 million.  The company expects to complete the remaining
US$392 million under the program by the end of February 2007, at
which time, Fitch expects AMT to initiate a new program of at
least comparable size.  Over the rating horizon, Fitch has
expectations for high single digit to low double digit EBITDA
growth and stable leverage for AMT, with adjusted debt to
EBITDAR in the upper 4x range.  However, it is likely that debt
will likely increase moderately over the next couple of years.

                    About American Tower

Headquartered in Boston, Massachusetts, American Tower Corp.
(NYSE: AMT) -- http://www.americantower.com/-- is an
independent owner, operator and developer of broadcast and
wireless communications sites in the United States, Mexico and
Brazil.  American Tower owns and operates over 22,000 sites in
the United States, Mexico, and Brazil.  Additionally, American
Tower manages approximately 2,000 revenue producing rooftop and
tower sites.

                        *    *    *

As reported in Troubled Company Reporter Dec. 13, 2006, Moody's
Investors Service placed American Tower Corp.'s Ba2 corporate
family rating under review for possible upgrade.


ANIXTER: Fitch Rates US$300 Million Sr. Unsecured Notes at BB-
--------------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating to Anixter
International offering of up to US$300 million in senior
unsecured convertible notes maturing in 2013.  Fitch rates
Anixter and its wholly owned operating subsidiary, Anixter Inc.,
as:

Anixter

   -- Issuer Default Rating 'BB+'; and
   -- Senior unsecured debt 'BB-'.

AI

   -- Issuer Default Rating 'BB+';
   -- Senior unsecured notes 'BB+'; and
   -- Senior unsecured bank credit facility 'BB+'.

The Rating Outlook is Stable, although similar future debt-
financed shareholder friendly actions that result in
deteriorating credit protection measures would result in
negative rating actions.

Fitch expects Anixter to use the proceeds from this offering to
reduce debt by approximately US$150 million and to repurchase
common stock with the remaining portion.  Combined with a
repurchase program at the beginning of Jan., Anixter will have
repurchased close to 3 million shares this year, roughly 8% of
total shares outstanding.

Based on financial results as of Dec. 29, 2006 and reflecting
the aforementioned convertible note issuance, share repurchase
and debt redemption plan, Fitch estimates liquidity on a pro
forma basis to be approximately US$200 million consisting of:

   -- Approximately US$50 million of cash and cash equivalents;

   -- A US$275 million, five-year revolving credit agreement
      maturing June 2009 of which approximately US$125 million
      is undrawn and available;

   -- A US$40 million Canadian revolving credit facility
      expiring June 2009 with a minimal amount remaining undrawn
      and available; and

   -- Revolving credit facilities at other foreign subsidiaries
      totaling approximately US$35 million with nominal amounts
      undrawn and available.

In addition, Anixter has a US$225 million on-balance-sheet
accounts receivable securitization program expiring Sept. 2007
of which approximately US$125 million is available.

Fitch estimates pro forma total debt is approximately US$950
million consisting of:

Anixter

   -- Approximately US$160 million accreted value of 3.25% zero
      coupon convertible senior notes due 2033 and

   -- Current offering of up to US$300 million in senior
      unsecured convertible notes due 2013.

AI

   -- US$200 million 6% senior unsecured notes due 2015;

   -- Approximately US$190 million in borrowings under various
      credit facilities; and

   -- Approximately US$100 million outstanding under the
      company's accounts receivable securitization program.

Anixter's senior unsecured convertible notes are not guaranteed
by AI and, therefore, are structurally subordinated to AI's
debt.

The ratings and Outlook reflect Anixter's improved operating
performance driven by the combination of a stable end-market
demand environment, market share gains in the company's small
but growing sales of fasteners and C-class components to
original equipment manufacturers, and higher EBIT margins due in
part to cost savings from integrating recent acquisitions as
well as rising copper prices during 2006.  Also considered are
Anixter's well-diversified product, customer and supplier
portfolios, and the information technology distribution
industry's ability to generate cash from working capital during
a downturn.  Fitch also expects that Anixter will continue to be
able to generate cash from operations even at growth rates in
the low double-digits.

Rating concerns mainly center on the company's history of using
debt financing for shareholder friendly actions as well as
Fitch's expectation that Anixter will continue using free cash
flow for a combination of special dividends and acquisitions.
Given Anixter's current focus of integrating prior acquisitions,
Fitch expects acquisition activity to slow in 2007.  Fitch also
considers the thin operating EBIT margins associated with the IT
distributors and Anixter's unhedged exposure to commodity
prices, which would affect operating income negatively if copper
prices were to decline significantly.

Headquartered in Glenview, Illinois, Anixter International
(NYSE: AXE) distributes communication products and electrical
and electronic wire and cable, and distributes fasteners and
other small parts to original equipment manufacturers.  Anixter
has physical presence in 45 countries and has over 5,000,000
square feet of warehouse space.  For its Latin American
operations, it has offices in Mexico, the Dominican Republic,
Costa Rica, Puerto Rico, Venezuela, Colombia, Peru, Brazil,
Argentina and Chile.


DIRECTV GROUP: Board Approves Base Salaries & Cash Bonus Plan
-------------------------------------------------------------
On Feb. 6, 2007, The DIRECTV Group Inc.'s Compensation Committee
of the Board of Directors approved 2007 base salaries for the
company's named executive officers, cash bonuses for 2006
pursuant to the company's Executive Officer Cash Bonus Plan,
vesting and issuance of shares of the company's common stock
pursuant to prior restricted stock units awarded in 2004 to
named executive officers and grants of restricted stock units
for 2007 pursuant to the company's 2004 Stock Plan.

In establishing the cash bonus payment to each executive
officer, the Compensation Committee first determined and
certified, pursuant to the terms of the Bonus Plan, that the
performance target for 2006 was satisfied, so that the company
could have paid the maximum bonus under the Bonus Plan of US$5
million per executive officer.  The Compensation Committee
exercised its discretion in establishing the amounts of
individual bonus awards for each executive officer with each
final bonus for 2006 being less than the maximum.  The
Compensation Committee took into consideration, among other
things, the financial and operating performance of the company,
and stock price appreciation in 2006.

In addition, Mr. Carey's base salary for 2007 and cash bonus for
2006 were separately reviewed and approved by the Board of
Directors, based on the recommendation of the Compensation
Committee.  The Compensation Committee and the Board of
Directors determined that Mr. Carey should be paid in excess of
his target bonus under his employment agreement, in recognition
of his individual and the company's performance.

With respect to the performance goals for restricted stock units
granted to all the executive officers in 2004, the Compensation
Committee determined that, for the final year of the three-year
performance period for all executive officers other than Mr.
Carey, the company achieved slightly in excess of the
performance targets established by the Compensation Committee in
2004 (1.031, where 1.000 means attaining target level
performance).  With respect to the performance goals for
restricted stock units granted in 2005 to executive officers,
other than Mr. Carey, the Compensation Committee determined
that, for the second year of the three-year performance period,
the company exceeded some performance targets and did not meet
certain of the performance targets established in 2005 and that
the overall performance factor for 2006 was .838.  This amount
will be averaged with the previously established performance
factor for 2005 (1.02) and performance in 2007, in a similar
manner to the adjustment factor for restricted stock units
granted in 2004, in order to determine the number of shares to
be issued to those executive officers in 2008 pursuant to the
2004 Stock Plan.  Also, with respect to the performance goals
for restricted stock units granted in 2006 to executive
officers, other than Mr. Carey, the Compensation Committee
determined that, for the first year of the three-year
performance period, the company has calculated the results of
four of the five performance factors, net annual subscriber
growth, average annual churn, average annual ARPU growth and
average annual SAC.  ARPU means average monthly revenue per
subscriber and SAC means subscriber acquisition cost.  SAC and
ARPU exceeded target while net annual subscriber growth and
average annual churn fell short of target.  The fifth
performance factor, average annual margin improvement, will be
measured based on performance over the period from Dec. 31, 2005
to Dec. 31, 2008.  In each case, to determine the final
adjustment factor, the Compensation Committee has reserved
discretion to reduce payments or otherwise adjust downward
restricted stock unit awards in accordance with the 2004 Stock
Plan, and in no event may the final adjustment factor for the
entire performance period exceed 1.000.  In the case of Mr.
Carey, the Compensation Committee deferred the decision on the
calculation of the adjustment factor for his respective
restricted stock unit awards for the four-year performance
period ending Dec. 31, 2007 in accordance with his employment
agreement and the related restricted stock unit award agreement.

The Compensation Committee established performance goals under
the 2004 Stock Plan for the restricted stock units awarded for
2007, which are based on achievement of certain targets over the
three-year period from Jan. 1, 2007 through Dec. 31, 2009.
These goals relate to the following items: growth in revenue,
cash flow and operating profit before depreciation and
amortization.  The Compensation Committee also established the
performance target for determination of the maximum tax
deductible amount payable to any executive officer in calendar
year 2006 under the Bonus Plan, which is to be based on cash
flow.

The description of each document in this report is qualified in
its entirety by reference to the applicable document, which is
included herein by reference.  Reference is also made to the
Bonus Plan and to the 2004 Stock Plan, previously filed with the
SEC on April 16, 2004, as exhibits to the company's Definitive
Proxy Statement on Schedule 14A.

                   Employment Agreements

The company has entered into new employment agreements with each
of Messrs. Churchill, Hunter and Pontual as authorized by the
Compensation Committee on Feb. 6, 2007. The material terms of
these agreements are summarized below:

The term of each of the agreements with Messrs. Churchill,
Hunter and Pontual is from Jan. 1, 2007, through Dec. 31, 2009.

                        Base Salary

The base salaries for the executives for 2007 are as follows:
Mr. Churchill US$1,100,000; Mr. Hunter US$750,000; and Mr.
Pontual US$800,000.  Base salaries are subject to annual
increase generally commensurate with other senior executives of
the company with the actual salary increase for any year to be
subject to the approval of the Compensation Committee if
required under applicable company policies.

                     Annual Cash Bonus

Each of these executive officers is eligible to receive an
annual performance bonus, payable in cash, with a target bonus
of a specified percentage of such officer's base salary.  The
actual amount of this bonus will be determined annually based
upon the recommendation of the Chief Executive Officer of the
company and subject to approval by the Compensation Committee if
required under applicable company policies.  The percentages
established for target bonus for 2007 are: 110% for Mr.
Churchill; 75% for Mr. Hunter; and 50% for Mr. Pontual.

                  Restricted Stock Units

Each of these executives shall receive, subject to the approval
of the Compensation Committee if required under applicable
company policies, equity compensation, (e.g., options or
restricted stock units) appropriate to the executive's position
in the company and generally commensurate with grants to other
senior executives of the company.  It expects the annual equity
grant to have a fair market value at least equal to the
executive's base salary.

                         Termination

If the executive's employment terminates due to his death or
disability, such executive (or his estate or beneficiaries) is
entitled to base salary and pro-rated annual cash bonus, based
on the bonus paid for the fiscal year prior to termination,
through the date of termination.  If an executive's employment
is terminated for cause (as defined in his agreement), he is
only entitled to base salary through the date of termination and
the executive will forfeit all pending equity awards (stock
options and restricted stock units).

If the executive's employment is terminated for any other reason
prior to the expiration of the term of his agreement, he is
entitled to base salary and pro-rated target bonus through the
date of termination, payment and vesting of equity awards as if
he had remained employed through the end of the calendar year in
which his employment is terminated or, if terminated in December
of a year, for one additional calendar year, subject to the
other terms and conditions of the applicable equity awards.  In
addition, Mr. Churchill is entitled to receive one and a half
times his then current base salary and target bonus; and Mr.
Hunter and Mr. Pontual are each entitled to receive one (1) time
his then current base salary and target bonus.  Also, each of
the executives is entitled to continued participation in
company-sponsored medical plans in which he was participating on
the date of termination of employment, through either (a) the
longer of the end of his employment term or 12 months from date
of termination of employment, or (b) until he receives coverage
through another employer, whichever occurs first.  The executive
shall be entitled to these benefits also in the case of any
adverse change in the scope of job responsibilities or reporting
relationship and, in the case of Messrs. Churchill and Pontual,
a change in the principal place of employment from New York, New
York, in each case without the consent of the executive.

If the company adopts a severance plan applicable to comparable
executives which provides for payment or benefits which are more
favorable to executives than the provisions of the employment
agreements, then the executive will be entitled to the more
favorable payments or benefits, subject to the terms and
conditions of such plan.

            Noncompetition and Confidentiality

Each executive has agreed not to compete with the company during
the term of his employment agreement and for 12 months
thereafter.  Each executive has also agreed, during the term of
his employment and for one year thereafter, not to induce or
solicit any executive, professional or administrative employee
of the company or its affiliates to leave such employment.
Further, each executive is required to maintain the
confidentiality of certain information of the company, and not
to use such information except for the benefit of the company.
In consideration for Mr. Hunter's commitment during the 12
months after termination of employment, if his employment
terminates for reasons other than good cause, death or
disability, he will be entitled to an amount equal to the sum of
his base salary and target bonus at the date of termination of
employment, less applicable tax withholdings, such payment to be
made on the first anniversary of employment termination.

         Registrant's Code of Ethics Amendments

Effective Feb. 6, 2007, the Board approved amendments to the
company's Code of Ethics and Business Conduct and the company's
Procedure for Handling Ethics Complaints.  The amended versions
of these documents are available on the company's Web site.  The
amendments include a number of non-substantive changes to
clarify or augment existing provisions and include a new Ethics
Helpline number for the company and a separate Ethics Helpline
for DIRECTV Latin America.  The amendments include a specific
prohibition against the use of any inappropriate means to
investigate or obtain data concerning suppliers, contractors,
customers, competitors, employees or directors, including,
without limitation, pretexting.  The amendments also place
responsibility on the General Counsel and a designated
government affairs officer to manage, review and approve
federal, state and local lobbying activities, political action
programs, onsite political events, activities and visits from
federal, state and local officials, and request for consultant
services involving state and local legislative lobbying.  The
Board made no changes to the portion of the Code of Ethics
specifically for the Chief Executive Officer and Senior
Financial Officers.

Headquartered in El Segundo, California, The DirecTV Group, Inc.
(NYSE: DTV) -- http://www.directv.com/-- provides direct
broadcast satellite service to more than 15 million customers in
the US and more than 1.5 million customers through its DirecTV
Latin America segment.

                        *    *    *

The DIRECTV Group Inc.'s long-term local and foreign issuer
credits carry Standard & Poor's BB ratings.  The ratings were
placed on Aug. 9, 2004 with a stable outlook.


ARAMARK CORP: Completes Merger with Private Investment Group
------------------------------------------------------------
ARAMARK Corp. disclosed the completion of the acquisition of
ARAMARK by an investor group led by Joseph Neubauer, chairman
and chief executive officer of ARAMARK, and investment funds
managed by GS Capital Partners, CCMP Capital Advisors and J.P.
Morgan Partners, Thomas H. Lee Partners and Warburg Pincus LLC.

"We are pleased to complete this transaction," said Neubauer,
who will remain Chairman and Chief Executive Officer of ARAMARK.
"I am particularly grateful for the support we have received
from our people who have worked hard to deliver outstanding
performance over many years, and our senior managers who will
further dedicate themselves by making a significant investment
in the company.

"This merger opens a new and exciting chapter in ARAMARK's
history.  The new structure will enable us to fully unleash the
company's potential.  Today, we are positioned to drive greater
innovation, pursue strategic opportunities, and build
sophisticated, long-term solutions that deliver the most value
for our clients and customers around the world.

"As we invest in new strategies that will define the future of
our industry, we will continue to build on our heritage of
delivering value to our employees, our partners, our clients and
our customers.  We remain dedicated to providing outstanding
experiences, environments and outcomes each and every day for
our clients around the world."

On Aug. 8, 2006, ARAMARK said it had signed a definitive merger
agreement under which the private investor group would acquire
ARAMARK in a transaction valued at approximately US$8.3 billion,
including the assumption or repayment of approximately US$2
billion of debt.

On Dec. 20, 2006, ARAMARK held a special meeting of its
stockholders, at which 86% of the outstanding votes and 97% of
the votes actually cast voted in favor of the adoption of the
merger agreement.

Under the terms of the agreement, ARAMARK shareholders are
entitled to receive US$33.80 in cash for each share of ARAMARK
common stock held.

                 About GS Capital Partners

Founded in 1869, Goldman Sachs is one of the oldest and largest
investment banking firms.  Goldman Sachs is also a global leader
in private corporate equity and mezzanine investing.
Established in 1992, the GS Capital Partners Funds are part of
the firm's Principal Investment Area in the Merchant Banking
Division.  With US$8.5 billion in committed capital, GS Capital
Partners V is the current primary investment vehicle for Goldman
Sachs to make privately negotiated equity investments.

                     About CCMP Capital

CCMP Capital Advisors LLC is a leading private equity firm
formed in August 2006 by the former buyout/growth equity
investment team of JPMorgan Partners, a private equity division
of JPMorgan Chase.  CCMP Capital is a registered investment
adviser with the Securities and Exchange Commission.

                 About J.P. Morgan Partners

J.P. Morgan Partners LLC is a private equity division of
JPMorgan Chase & Co., one of the largest financial institutions
in the United States.  JPMP has invested over US$15 billion
worldwide in consumer, media, energy, industrial, financial
services, healthcare and technology companies since its
inception in 1984.

                About Thomas H. Lee Partners

Thomas H. Lee Partners, L.P. is one of the oldest and most
successful private equity investment firms in the United States.
Since its founding in 1974, THL Partners has invested
approximately US$12 billion of equity capital in more than 100
businesses with an aggregate purchase price of more than US$90
billion, completed over 200 add-on acquisitions for portfolio
companies, and generated superior returns for its investors and
partners.

                    About Warburg Pincus

Warburg Pincus has been a leading private equity investor since
1971.  The firm currently has approximately US$16 billion of
assets under management with an additional US$4 billion
available for investment in a range of sectors including
consumer and retail, industrial, business services, healthcare,
financial services, energy, real estate and technology, media
and telecommunications.

                     About Aramark Corp.

Headquartered in Philadelphia, Pennsylvania, Aramark Corp.
(NYSE: RMK) -- http://www.aramark.com/-- is a professional
services organization, providing food services, facilities
management, hospitality services, and uniforms and career
apparel to health care institutions, universities and school
districts, stadiums and arenas, businesses, prisons, senior
living facilities, parks and resorts, correctional institutions,
conference centers, convention centers, and public safety
professionals around the world.

For the twelve-month period ended Sept. 30, 2006, revenues were
approximately US$11.6 billion.  It has approximately 240,000
employees serving clients in 20 countries, including Belgium,
Czech Republic, Germany, Ireland, UK, Mexico, Brazil, Chile,
among others.

                        *    *    *

As reported in the Troubled Company Reporter-Latin America on
Feb. 13, 2007, Fitch has downgraded the Issuer Default Rating
for both Aramark Corp. (NYSE: RMK) and its wholly owned
subsidiary, Aramark Services, Inc., to 'B' from 'BB-' and has
rated the new financing of Aramark Corp. as:

   -- US$600 million revolving senior secured credit facility
      due 2013 'BB-/RR2';

   -- US$4.15 billion senior secured term loans due 2014
      'BB-/RR2';

   -- US$250 million senior secured synthetic letter of credit
      facility due 2013 'BB-/RR2'; and

   -- US$1.78 billion senior unsecured notes due 2015 'B-/RR5'


AVAYA INC: Earns US$71 Million in Fiscal Quarter Ended Dec. 31
--------------------------------------------------------------
Avaya Inc. reported net income of US$71 million for the first
quarter of ended Dec. 31, 2006, compared with net income of
US$71 million for the same period in fiscal 2006.

Avaya's first fiscal quarter 2007 revenues increased 2.5% to
US$1.28 billion compared to US$1.25 billion in the same period
last year.  Avaya shipped more than one million IP lines for the
third consecutive quarter.  Avaya noted that during the first
quarter of fiscal 2006 it experienced delays and disruption in
the delivery of its products to customers due to changes made in
its warehousing and distribution operations and estimates the
impact on revenue in the quarter was approximately US$20
million.

"During the first quarter, we invested in our business to extend
our technology leadership, effectively managed costs and
expenses, attracted new talent to our senior management team and
delivered solid bottom line results," said Lou D'Ambrosio,
Avaya's president and chief executive officer.  "We will
continue to be relentlessly focused on our three priorities:
strategy, execution and culture."

The company reported operating income for the first fiscal
quarter of 2007 of US$90 million.  Operating income for the
first fiscal quarter of 2006 was US$107 million.

Avaya ended the quarter with cash of US$895 million, relatively
flat with the fourth quarter of fiscal 2006.  The provision for
income taxes in the quarter benefited from discrete tax
benefits, including a retroactive extension of the U.S. federal
research and development tax credit.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2006, are available
for free at http://researcharchives.com/t/s?19ba

Headquartered in Basking Ridge, New Jersey, Avaya, Inc.
(NYSE:AV) -- http://www.avaya.com/-- designs, builds and
manages communications networks for more than one million
businesses worldwide, including more than 90% of the FORTUNE
500(R).  The company's Latin American operations are located in
Mexico, Brazil and Argentina.   Avaya is a world leader in
secure and reliable Internet Protocol telephony systems and
communications software applications and services.

                        *     *     *

As reported in the Troubled Company Reporter on Jan. 21, 2005,
Moody's Investors Service upgraded the senior implied rating of
Avaya, Inc., to Ba3 from B1.  Moody's said the ratings outlook
is positive.


DIRECTV GROUP: Latin American Unit Posts US$79MM 2006 Net Profit
----------------------------------------------------------------
DirecTV Latin America, DirecTV Group's Latina Americana unit,
said in a statement that it had net profit of US$79 million in
2006, compared with a US$19-million net loss in 2005.

DirecTV Latin America told Business News Americas that the
profit is mainly due to many non-cash gains.

According to BNamericas, the unit had US$1.01 billion revenues
in 2006, compared with US$742 million in 2005.

The report says that the total number of DirecTV clients in
Latin America rose 70% to 2.7 million at the end of 2006,
compared with 1.6 million at the end of 2005.

DirecTV Latin America told BNamericas that it added 869,000
customers from the merger with Sky Brazil.

As reported in the Troubled Company Reporter-Latin America on
Feb. 12, 2007, DirecTV Group agreed to pay US$325 million to
acquire the 14.1% stake in unit DirecTV Latin America from
investment firm Darlene Investments LLC.  The acquisition of the
14.1% stake will give DirecTV Group full equity ownership of
DirecTV Latin America.

Headquartered in El Segundo, California, The DirecTV Group, Inc.
(NYSE: DTV) -- http://www.directv.com/-- provides direct
broadcast satellite service to more than 15 million customers in
the US and more than 1.5 million customers through its DirecTV
Latin America segment.

                        *    *    *

The DIRECTV Group Inc.'s long-term local and foreign issuer
credits carry Standard & Poor's BB ratings.  The ratings were
placed on Aug. 9, 2004 with a stable outlook.


FOAMEX INT'L: Emerges from Chapter 11 Bankruptcy Protection
-----------------------------------------------------------
The Plan of Reorganization of Foamex International Inc. has
become effective and the company has successfully emerged from
chapter 11 bankruptcy protection.

In accordance with the Plan, holders of allowed claims will be
satisfied in full in cash.  Additionally, the company's equity
holders will retain their interests in Foamex, subject to
dilution as a result of the issuance of additional common stock
in connection with the rights offering, the call option and any
common stock to be issued under the proposed Management
Incentive Plan and the existing Key Employee Retention Program
or upon exercise of any stock options.  Foamex has begun to make
the initial distributions required under the Plan, and expects
to finish making all distributions required to be made on or
about the effective date by Feb. 15, 2007.

                 New Executive Management

The company also disclosed that Mr. Gregory J. Christian, who
had been Executive Vice President, Chief Restructuring Officer,
Chief Administrative Officer, and General Counsel of Foamex, has
been named President of the company, effective immediately.  Mr.
Christian, who joined the company in 1996, will also continue to
serve on the company's Board of Directors.

"This is an extraordinary day for Foamex," Raymond E. Mabus,
Chairman and Chief Executive Officer of Foamex, said.  "It marks
the close of one of the most challenging times in the history of
the company, and more importantly, it is the beginning of a new
era.  Foamex is emerging as a stronger, leaner company, with a
reinvigorated business and the financial flexibility needed to
compete and be the industry leader.  We have worked diligently
with our employees, advisors and stakeholders to reach this
point.

"Central to our turnaround has been our efforts to transform the
business from a traditional foam manufacturer to a market-
focused provider of polyurethane foam-based solutions and
specialty comfort products.  Innovation is the cornerstone of
our future.  We are partnering with our customers to develop
specialty solutions for diverse markets, while still continuing
to be a full service provider of high quality products to the
traditional markets we serve.  We believe that executing this
strategy, coupled with discipline, hard work and operational
excellence will ensure our future success.

"Emerging from chapter 11 is extremely gratifying. I am pleased
to say that the results of our restructuring process exceeded
everyone's expectations -- a true testament to the hard work of
our employees, our restructuring team, and all of our
stakeholders.  Our situation is highly unusual in that all of
Foamex's creditors will be paid in full in cash, and our equity
holders will have the opportunity to retain their interests in
Foamex.  Today's news, combined with our operational
performance, provides strong evidence that we have good momentum
and a promising future.

"Additionally, I would like to congratulate Greg on his well-
deserved promotion to President of Foamex.  This is truly a
testament to the invaluable contributions he has made to the
Company and the central role he played in the reorganization
process.  We look forward to his many contributions in the years
ahead in this new capacity.

"I would also like to express thanks to Andy Thompson, Executive
Vice President of Foam and Technical Products, and Don Phillips,
Executive Vice President of Automotive Products.  With Greg,
they have been instrumental in effectuating Foamex's turnaround
and the Company's strategic shift.  As I've said, Foamex has a
bright future and I look forward to working with these three
leaders and the rest of our talented employees as we take Foamex
to the next level."

With the company's emergence from bankruptcy, Foamex has a new
seven-member board of directors.  The members are Messrs.  Mabus
and Christian; Mr. Thomas M. Hudgins, retired Partner, Ernst &
Young LLP; Mr. Robert B. Burke, Founder and Chief Executive
Officer of Par IV Capital Management, LLC; Mr. Seth Charnow of
the D. E. Shaw Group; Mr. Eugene I. Davis, Chairman and Chief
Executive Officer of PIRINATE Consulting Group, LLC; and Gregory
E. Poling, President of Grace Davison Chemicals, an operating
segment of W.R. Grace & Co., and Vice President of W.R. Grace &
Co.

Headquartered in Linwood, Pennsylvania, Foamex International
Inc. is engaged primarily in the manufacturing and distribution
of flexible polyurethane and advanced polymer foam products.  As
of Jan. 1, 2006, the company's operations were conducted through
its wholly owned subsidiary, Foamex L.P., and through Foamex
Canada Inc., Foamex Latin America, Inc. and Foamex Asia, Inc.,
which are wholly owned subsidiaries of Foamex L.P.  The company
has five business segments: Foam Products, Carpet Cushion
Products, Automotive Products, Technical Products and Other
Products.  On Sept. 19, 2005, (the Petition Date), the company
and certain of its domestic subsidiaries, including Foamex L.P.,
the company's primary operating subsidiary (collectively
referred to as the Debtors), filed voluntary petitions for
relief under Chapter 11 of the United States Bankruptcy Code
(Bankruptcy Code) in the United States Bankruptcy Court for the
District of Delaware (the Bankruptcy Court).  The Latin American
subsidiary is in Mexico.

                        *    *    *

As reported in the Troubled Company Reporter on Dec. 8, 2006,
Moody's Investors Service has assigned a B2 corporate family and
probability of default ratings on Foamex L.P.  Concurrently,
Moody's has assigned a B1 rating to the company's US$425 million
first lien senior secured Term Loan B and a Caa1 rating to its
US$190 million second lien senior secured term loan (expected to
be downsized to US$175 million).  Moody's said the ratings
outlook is stable.


GLOBAL POWER: Has Until April 26 to File Chapter 11 Plan
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Global Power Equipment Group Inc. and its debtor-affiliates
until April 16, 2007, to file their plan of reorganization and
until June 25, 2007, to solicit acceptances of that plan.

The Debtors' exclusive period to file a chapter 11 plan expired
on Jan. 26, 2007.

Although much has been achieved in terms of transitioning their
business into Chapter 11 administration, the Debtors note that a
substantial amount of work remains to be done before they will
be able to propose a plan consistent with their fiduciary duties
to maximize value, including the development and testing of a
business plan and an analysis of the Debtors' intercompany
claims.

Until a reliable business plan can be developed, vetted and
validated, coupled with an analysis of intercompany issues,
efforts to propose and file a plan of reorganization will be
futile, the Debtors said.

Headquartered in Tulsa, Oklahoma, Global Power Equipment Group
Inc. aka GEEG Inc. -- http://www.globalpower.com/-- provides
power generation equipment and maintenance services for its
customers in the domestic and international energy, power and
infrastructure and service industries.  The Company designs,
engineers and manufactures a range of heat recovery and
auxiliary equipment primarily used to enhance the efficiency and
facilitate the operation of gas turbine power plants as well as
for other industrial and power-related applications.  The
Company has facilities in Plymouth, Minnesota; Tulsa, Oklahoma;
Auburn, Massachusetts; Atlanta, Georgia; Monterrey, Mexico;
Shanghai, China; Nanjing, China; and Heerleen, The Netherlands.

The Company and 10 of its affiliates filed for chapter 11
protection on Sept. 28, 2006 (Bankr. D. Del. Case No 06-11045).
Attorneys at White & Case LLP and The Bayard Firm, P.A.,
represent the Debtors.  The Official Committee of Unsecured
Creditors appointed in the Debtors' cases has selected Landis
Rath & Cobb LLP as its counsel.  As of Sept. 30, 2005, the
Debtors reported total assets of US$381,131,000 and total debts
of US$123,221,000.  The Debtors' exclusive period to filed a
chapter 11 plan expires on Jan. 26, 2007.


HOME PRODUCTS: U.S. Trustee Appoints Three-Member Official Panel
----------------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
appointed three creditors to serve on an Official Committee of
Unsecured Creditors in Home Products International Inc.'s
chapter 11 case:

   1. HSBC Bank USA, as Trustee
      Attn: Sandra E. Horwitz
      452 Fifth Avenue
      New York, NY 10018
      Tel: (212) 525-1358
      Fax: (212) 525-1300

   2. Third Avenue Management LLC
      Attn: Michael Fineman
      622 Third Avenue, 32nd Floor
      New York, NY 10017
      Tel: (212) 906-1142
      Fax: (212) 735-0003

   3. Entec Distribution LLC
      Attn: Peter J. Alibrandi
      Riverside Center
      275 Grove Street, Suite 2-310
      Auburndale, MA 02466
      Tel: (617) 332-8474
      Fax: (617) 332-8479

Official creditors' committees have the right to employ legal
and accounting professionals and financial advisors, at the
Debtors' expense.  They may investigate the Debtors' business
and financial affairs.  Importantly, official committees serve
as fiduciaries to the general population of creditors they
represent.  Those committees will also attempt to negotiate the
terms of a consensual chapter 11 plan -- almost always subject
to the terms of strict confidentiality agreements with the
Debtors and other core parties-in-interest.  If negotiations
break down, the Committee may ask the Bankruptcy Court to
replace management with an independent trustee.  If the
Committee concludes reorganization of the Debtors is impossible,
the Committee will urge the Bankruptcy Court to convert the
chapter 11 cases to a liquidation proceeding.

                    About Home Products

Headquartered in Chicago, Illinois, Home Products International,
Inc. -- http://www.hpii.com/-- designs, manufactures, and
markets ironing boards, covers, and other high-quality, non-
electric consumer houseware products.  The Debtor's product
lines include laundry management products, bath and shower
organizers, hooks, hangers, home and closet organizers, and food
storage containers.  Their products are sold under the HOMZ
brand name, and are distributed to hotels, discounters, and
other retailers such as Wal-Mart, Kmart, Sears, Home Depot, and
Lowe's.  It has operations in Mexico.

The company and its affiliate, Home Products International-North
America, Inc., filed for chapter 11 protection on Dec. 20, 2006
(Bankr. D. Del. Case Nos. 06-11457 and 06-11458).  Ronald
Barliant, Esq., and Kathryn A. Pamenter, Esq., at Goldberg Kohn,
Bell, Black, Rosenbloom & Moritz, Ltd., and Mark D. Collins,
Esq., and Michael J. Merchant, Esq., at Richards, Layton &
Finger P.A. represent the Debtors.  When the Debtors filed for
protection from their creditors, they listed estimated assets
between US$1 million and US$100 million and debts of more than
US$100 million.  The Debtors' exclusive period to file a chapter
11 plan of reorganization expires on April 18, 2007.


HOME PRODUCTS: Richards Layton Okayed as Local & Conflicts Atty.
----------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware authorized Home Products International
Inc. and Home Products International-North America Inc. to
employ Richards, Layton & Finger P.A. as their local bankruptcy
and conflicts counsel, nunc pro tunc to Jan. 5, 2006.

Judge Sontchi also authorized the Debtors to employ the Law Firm
of Goldberg Kohn, Bell, Black, Rosenbloom & Moritz, Ltd., as
their bankruptcy counsel.

Richards Layton and Goldberg Kohn discussed a division of
responsibilities to minimize duplication of services.

Initially, the Debtors have selected Morris, Nichols, Arsht &
Tunnell as their local bankruptcy and conflicts counsel.  The
Debtors, however, withdrew their application on Jan. 8, 2007,
and substituted Richards Layton.  Papers filed with the Court
did not state the reason of the substitution.

Richards Layton will:

   a. advise the Debtors of their rights, powers, and duties as
      Debtors and debtors-in-possession;

   b. take all necessary action to protect and preserve the
      Debtors' estates, including the prosecution of actions on
      the Debtors' behalf, the defense of any actions commenced
      against them, the negotiation of disputes in which the
      Debtors are involved, and the preparation of objections to
      claims filed against the Debtors' estates;

   c. prepare, on behalf of the Debtors, all necessary motions,
      applications, answers, orders, reports, and papers in
      connection with the administration of the Debtors'
      estates; and

   d. perform all other necessary legal services in connection
      with the Debtors' chapter 11 cases.

Michael J. Merchant, Esq., a director at Richards, Layton &
Finger, disclosed the professionals and paraprofessional who
will work on the engagement and their normal hourly rates:

      Professional                     Hourly Rate
      ------------                     -----------
      Mark D. Collins, Esq.                US$520
      Michael J. Merchant, Esq.            US$390
      Mark A. Kurtz, Esq.                  US$225
      Lee E. Kaufman, Esq.                 US$210
      Ann J. Jerominski                    US$165
      Heidi L. Parker                      US$165

Mr. Merchant assured the Court that the Firm does not hold or
represent any interest adverse to the Debtors or their estates
and is disinterested pursuant to Section 101(14) of the
Bankruptcy Code.

                    About Home Products

Headquartered in Chicago, Illinois, Home Products International,
Inc. -- http://www.hpii.com/-- designs, manufactures, and
markets ironing boards, covers, and other high-quality, non-
electric consumer houseware products.  The Debtor's product
lines include laundry management products, bath and shower
organizers, hooks, hangers, home and closet organizers, and food
storage containers.  Their products are sold under the HOMZ
brand name, and are distributed to hotels, discounters, and
other retailers such as Wal-Mart, Kmart, Sears, Home Depot, and
Lowe's.  It has operations in Mexico.

The company and its affiliate, Home Products International-North
America, Inc., filed for chapter 11 protection on Dec. 20, 2006
(Bankr. D. Del. Case Nos. 06-11457 and 06-11458).  Ronald
Barliant, Esq., and Kathryn A. Pamenter, Esq., at Goldberg Kohn,
Bell, Black, Rosenbloom & Moritz, Ltd., and Mark D. Collins,
Esq., and Michael J. Merchant, Esq., at Richards, Layton &
Finger P.A. represent the Debtors.  When the Debtors filed for
protection from their creditors, they listed estimated assets
between US$1 million and US$100 million and debts of more than
US$100 million.  The Debtors' exclusive period to file a chapter
11 plan of reorganization expires on April 18, 2007.


LEAR CORP: Carl Icahn Deal Prompts S&P's Negative CreditWatch
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Southfield, Michigan-based Lear Corp. to 'B' from 'B+'
and placed its ratings on CreditWatch with negative implications
following Lear's that it had agreed to be acquired by Carl
Icahn-controlled American Real Estate Partners, L.P.  AREP has
offered to purchase Lear for US$36 per share in cash, or more
than US$2 billion.  AREP currently owns about 20% of Lear.

"The downgrade reflects our expectation that the transaction
will result in an increase in debt at Lear," said Standard &
Poor's credit analyst Robert Schulz.

The CreditWatch resolution will focus on the post-transaction
capital structure and any shifts in the company's business
strategies, whether from the Icahn transaction or as a result of
any other bids that may arise.  The 'B+' rating on Lear's senior
secured bank debt is affirmed and is not on CreditWatch, since
we expect that change in control language in the bank agreement
means that the bank facility will be replaced at closing.  While
some of the senior unsecured debt issues also contain change in
control language, the offer by AREP does not trigger change in
control provisions in those bonds.

Lear, an automotive supplier, has total debt of about
US$3.7 billion, including the present value of operating leases
and underfunded employee benefit liabilities.

Although Lear has strong market positions, good growth prospects
outside of North America, and fair financial flexibility, its
operating performance has been challenged by severe industry
pressures that caused credit protection measures to weaken in
recent years.  Lear reported improved results during 2006,
following very poor performance during 2005 when full-year
EBITDA fell by 35%.  Core operating earnings, as defined by Lear
to exclude restructuring costs and special charges, increased by
22% in 2006, but still remain relatively low.  Cash from
operating activities, before the net change in accounts
receivable sold but after capital spending, was US$116 million
in 2006, compared to a negative US$419 million in 2005.  Lear
has agreed to sell its U.S. interior components operations to a
joint venture controlled by Wilbur Ross, following a similar
transaction for its European business.

Southfield, Mich.-based Lear Corp. (NYSE: LEA) --
http://www.lear.com/-- supplies automotive interior systems and
components.  Lear provides complete seat systems, electronic
products, electrical distribution systems, and other interior
products.

Lear also operates in Argentina, Austria, Belgium, Brazil,
Canada, China, Czech Republic, United Kingdom, France, Germany,
Honduras, Hungary, India, Italy, Japan, Mexico, Morocco,
The Netherlands, Philippines, Poland, Portugal, Romania, Russia,
Singapore, Slovakia, South Africa, South Korea, Spain, Sweden,
Thailand, Tunisia, Turkey and Venezuela.


VALASSIS: Moody's Pares Rating to B1 from Ba1 on ADVO Buy Talks
---------------------------------------------------------------
Moody's Investors Service downgraded Valassis Communications,
Inc.'s Corporate Family rating to B1 from Ba1 and the company's
existing senior notes to Ba2 from Ba1, concluding the review for
downgrade initiated in connection with the proposed US$1.2
billion acquisition of ADVO, Inc.  The downgrade reflects the
significant increase in debt-to-EBITDA leverage to approximately
6.2x (pro forma 2006 incorporating Moody's standard adjustments,
the add back of litigation and merger-related expenses, but
before the company's estimate of cost synergies) from 2.6x that
will result from funding the acquisition with debt.

Moody's also assigned a Ba2 rating to the proposed US$820
million senior secured credit facility, composed of a US$120
million revolver, US$540 million term loan and a US$160 delayed
draw term loan.  The ratings on the credit facilities reflect
anticipated support of US$590 million of junior debt.  The
rating outlook is stable.

Downgrades:

Issuer: Valassis Communications, Inc.

   -- Corporate Family Rating, Downgraded to B1 from Ba1

   -- Senior Unsecured Conv./Exch. Bond/Debenture,
      Downgraded to Ba2 (LGD2-26) from Ba1 (LGD4-56)

   -- Senior Unsecured Regular Bond/Debenture,
      Downgraded to Ba2 (LGD2-26) from Ba1 (LGD4-56)

Ratings Assigned:

Issuer: Valassis Communications, Inc.

   -- Guaranteed Senior Secured Credit Facility,
      Assigned Ba2 (LGD2-26)

Outlook Actions:

Issuer: Valassis Communications, Inc.

   -- Outlook, Changed To Stable From Rating Under Review

The B1 Corporate Family rating reflects the company's high
leverage, moderate growth prospects, and the challenges
associated with:

   1) stabilizing free-standing insert or FSI and shared mail
      businesses that are experiencing significant margin
      pressure,

   2) continuing ADVO's transition to a new enterprise resource
      planning system, and

   3) integrating two companies involved in contentious
      litigation related to the enforceability of the merger
      agreement. The rating also reflects that the ADVO
      acquisition will improve Valassis' product and customer
      diversity, and enhance the company's scale and reach
      in media services.

The stable rating outlook reflects Moody's expectation that
Valassis will capitalize on its strong market positions in
shared mail, targeted marketing, and FSI, and realize cost
savings from integrating the two companies to generate a
moderate level of free cash flow that the company will use to
reduce debt.  Moody's anticipates that this will result in debt-
to-EBITDA leverage declining to approximately 5.0x within 18-24
months of the acquisition closing.

Headquartered in Livonia, Michigan, Valassis Communications Inc.
(NYSE: VCI) -- http://www.valassis.com/-- provides marketing
services to consumer-packaged goods manufacturers, retailers,
technology companies and other customers with operations in the
United States, Europe, Mexico and Canada.  Valassis' products
and services portfolio includes: newspaper-delivered promotions
and advertisements such as inserts, sampling, polybags and
on-page advertisements; direct-to-door advertising and sampling;
direct mail; Internet-delivered marketing; loyalty marketing
software; coupon and promotion clearing; and promotion planning
and analytic services.  Valassis subsidiaries include Valassis
Canada, Promotion Watch, Valassis Relationship Marketing
Systems, LLC and NCH Marketing Services Inc.




=================
N I C A R A G U A
=================


* NICARAGUA: Will Call for Larreynaga Hydro Project Bids
--------------------------------------------------------
Nicaraguan state power firm Enel told Business News Americas
that an international call for bids to construct the 17-megawatt
Larreynaga hydro project is expected in March.

BNamericas relates that Larreynaga would be constructed in
Jinotega on the Cacao river downstream from Enel's 50-megawatt
CentroAmerica plant.  The plant will be 161 kilometers from
capital Managua.

According to BNamericas, the bidding process will take six
months.  The winning bidder will then be given two years to
complete the project.

The report says that the Central American Bank for Economic
Integration aka Cabei ratified US$37 million in financing for
the project last year.

The government will still decide whether Enel or Cabei will
manage the tender process, BNamericas states.

                        *    *    *

Moody's Investor Service assigned these ratings to Nicaragua:

                     Rating     Rating Date
                     ------     -----------
   Long Term          Caa1     June 30, 2003
   Senior Unsecured
   Debt                B3      June 30, 2003




===========
P A N A M A
===========


ALSTOM SA: Gets EUR270 Million Order from French Railway Company
----------------------------------------------------------------
French Railway Company SNCF has placed an order with Alstom for
the supply of 51 new double-deck Coradia Duplex distributed-
power regional trains, consisting of 39 triple-car trainsets and
12 four-car trainsets, making a total of 165 coaches.

Under an industrial work-share agreement with Alstom, Bombardier
will participate in the manufacture of 63 of the cars.  The
order forms part of the multi-year investment program launched
in September 2000 and financed by French regions, to renew the
TER (Regional Express Trains) fleet.

The 51 trainsets will be shared between the regions of Nord Pas-
de-Calais, Rhone-Alpes, Provence-Cote d'Azur, and Picardy.  The
Alstom sites of Valenciennes, Tarbes, Villeurbanne, Le Creusot,
and Ornans in France, and also the Charleroi site in Belgium,
will take part in fulfilling the contract.

In terms of freight, private operator Veolia Cargo exercised an
option to acquire 10 Prima electric locomotives, with associated
maintenance for a period of 8 years.

These options, which form part of the contract signed on Oct. 3,
2005, bring to 17 the number of locomotives acquired by Veolia
Cargo.  In January 2007, Veolia Cargo received 4 locomotives.

Three others are currently in production and will be delivered
between now and July 2007.  The 10 new locomotives will be
delivered between February and October 2008.

The new locomotives will be able to operate throughout France
and Germany, thanks to their tri-current power supply system.
Links between the two countries have been operated using similar
trains since the autumn of 2006.

They will be constructed on the Belfort site, which will
assemble equipment supplied by the sites of Omans, Tarbes,
Villeurbanne, and Le Creusot in France, and the site at
Charleroi in Belgium.

                         About Alstom

Headquartered in Paris, France, Alstom S.A. --
http://www.alstom.com/-- is a leading maker of power-generation
systems and constructs power plants, rail equipment, luxury
passenger ships, naval vessels, and natural gas tankers.  It
also produces electrical drives, motors, and generators.  The
group generates EUR13 billion in annual revenues and employs
more than 70,000 people worldwide.  It has operations in
Argentina, Brazil, Chile, Colombia, Ecuador, Mexico, Panama and
Venezuela in Latin America.

For the fiscal year ended March 31, 2006, Alstom posted EUR178
million in net profit on EUR13.4 billion in net sales, compared
to EUR628 million in net loss on EUR12.9 billion in net sales a
year ago.

As of March 31, 2006, Alstom had EUR18.408 billion in total
assets, EUR16.568 billion in total liabilities and EUR1.84
billion in total equity.  As of March 31, 2006, Alstom had
EUR8.785 billion in current assets and EUR11.802 billion in
current liabilities.




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


ANIXTER INT'L: Prices US$300 Million Convertible Senior Notes
-------------------------------------------------------------
Anixter International Inc. reported the pricing of US$300
million principal amount of Convertible Senior Notes due 2013.
The notes are being sold in a private placement to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act of 1933, as amended.  The US$300 million principal amount
includes notes to be issued pursuant to an over allotment
option, which option has already been exercised.

The notes will pay interest semiannually at a rate of 1% per
annum.  The notes will be convertible, at the holders option, at
an initial conversion rate of 15.753 shares per US$1,000
principal amount of notes, which represents a 15% conversion
premium based on the last reported sale price of US$55.20 per
share of Anixter's common stock on Feb. 12, 2007.  The notes
will be convertible under certain circumstances.  Upon
conversion, holders will receive cash up to the principal
amount, and any excess conversion value will be delivered, at
Anixter's election, in cash, common stock or a combination of
cash and common stock.

Anixter estimates the net proceeds from this offering will be
approximately US$292.5 million after deducting estimated
discounts, commissions and expenses.

Anixter expects to use the net proceeds from the offering and
proceeds of approximately US$52.0 million from the warrant
transaction referred to below to purchase US$110.4 million worth
of its common stock contemporaneously with the closing of the
sale of the notes.  In addition, approximately US$88.8 million
will be used to fund a convertible note hedge transaction that
Anixter expects to enter into with an affiliate of the initial
purchasers of the notes.  This convertible note hedge
transaction is intended to offset the dilution to Anixter's
common stock upon conversion of the notes. The remaining
proceeds from the transactions will be used for general
corporate purposes, including to reduce borrowings under the
Company's revolving credit facilities and funding under its
accounts receivable securitization facility.

In addition, Anixter expects to enter into a separate warrant
transaction with an affiliate of one of the initial purchasers.
The warrant transaction and the convertible note hedge
transaction will generally have the effect of increasing the
conversion price of the notes.  The warrants associated with the
notes have an exercise price that is 50% higher than the closing
price of Anixter's common stock on Feb. 12, 2007.

Headquartered in Glenview, Illinois, Anixter International
(NYSE: AXE) distributes communication products and electrical
and electronic wire and cable, and distributes fasteners and
other small parts to original equipment manufacturers.  Anixter
has physical presence in 45 countries and has over 5,000,000
square feet of warehouse space.  For its Latin American
operations, it has offices in Mexico, the Dominican Republic,
Costa Rica, Puerto Rico, Venezuela, Colombia, Peru, Brazil,
Argentina and Chile.

                        *    *    *

Fitch Ratings affirmed on Sept. 9, 2006, these ratings for
Anixter International Inc. and its wholly owned operating
subsidiary, Anixter Inc. aka AI:

   Anixter

      -- Issuer Default Rating: 'BB+';
      -- Senior unsecured debt 'BB-'.

   AI

      -- Issuer Default Rating: 'BB+';
      -- Senior unsecured notes 'BB+'; and
      -- Senior unsecured bank credit facility at 'BB+'.




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


ADVANCE AUTO: To Operate New Distribution Facility in Indiana
-------------------------------------------------------------
Advance Auto Parts Inc. plans to operate a new distribution
facility in Remington, Indiana.

The new distribution center will serve Advance's growing store
base in the Midwest, and play an integral role by providing
capacity for future growth.  The Company expects that the
facility will open in summer 2008, making it the ninth
distribution center in the company's logistics network.

Advance anticipates creating over 600 new jobs to support the
facility's operations at full capacity.  These new positions
will include drivers, dispatchers, material handlers,
supervisors, and managers, who Advance will actively recruit
from the town of Remington and surrounding areas.

"We are so elated you're coming to Remington," said Arnold
Shepherd, council president for the town of Remington.  "We've
never seen anything like this.  The benefits will be limitless
for our community."

The completed facility will be approximately 550,000 square
feet.  Once the building is complete, it will be outfitted with
state-of-the-art material handling systems and equipment.

The new distribution facility is adjacent to Interstate 65,
providing convenient access to Indianapolis and Chicago and
points beyond.  The facility is also situated near Interstates
74 and 80, providing for eastbound and westbound travel.

"This new, strategically located facility provides us with
opportunities to enhance our service to our stores in the
Midwest," said Roy Martin, Advance's Senior Vice President of
Logistics and Replenishment.  "Our investment in this
distribution center and the creation of over 600 new jobs
demonstrates our commitment to being an efficient operation. The
new distribution center will help us serve our stores better,
shortening our supply lines and saving us valuable time and
fuel.  In the auto parts business, speed of delivery is a
significant competitive advantage." "There are a number of
strategic reasons we chose Remington as the site for this new
facility," Mr. Martin said. "It is an ideal location due to its
proximity to Chicago, Indianapolis and other markets where
Advance operates a significant number of stores. Studies also
show a core of skilled job candidates from Remington and the
surrounding area.  Indiana Governor Mitch Daniels has been a
very cooperative and proactive partner in helping us.  In
addition, we had strong local support from Jasper County and the
Remington Town Council Members.  Overall, Indiana has a
business-friendly environment, and we are delighted to be
locating our new Midwest Distribution Center there."

The distribution facility will be developed by the Norwood
Company based in Allentown, Pennsylvania.  Norwood also
developed Advance's last major Distribution Center project in
the Lehigh Valley area of Pennsylvania.

"We are very excited about welcoming Advance Auto Parts to the
Hoosier state," Indiana Governor Mitch Daniels said.  "We have
worked hard to create a competitive environment for businesses
like Advance to succeed in, and I believe Advance will be
pleased with the work ethic and productivity of our Indiana
culture.  We will do all we can to make this investment pay off
beyond your expectations."

                     About Advance Auto

Headquartered in Roanoke, Va., Advance Auto Parts (NYSE: AAP)
-- http://www.advanceautoparts.com/-- is the second-largest
retailer of automotive aftermarket parts, accessories,
batteries, and maintenance items in the United States, based on
store count and sales.  As of April 22, 2006, the Company
operated 2,927 stores in 40 states, Puerto Rico, and the Virgin
Islands.  The Company serves both the do-it-yourself and
professional installer markets.

                        *    *    *

As reported in the Troubled Company Reporter on Jan. 3, 2007,
Moody's Investors Service downgraded the speculative grade
liquidity rating of Advance Auto Parts, Inc. to SGL-2 from
SGL-1, affirmed its Ba1 corporate family rating, and upgraded
its probability of default rating to Ba1 from Ba2.  The outlook
on its long-term ratings remains positive.


NEWCOMM WIRELESS: Gov'tal Units Can File Claims Until May 28
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico set
May 28, 2007, as the deadline for governmental units to file
their proofs of claim against NewComm Wireless Services Inc.

The Court previously set Feb. 7, 2007, as the last day for
persons holding claims that arose prior to Nov. 28, 2006, to
file their proofs of claim against the Debtor.

Proofs of claim must be mailed or delivered on or before the
May 28 Bar Date to:

          NewComm Wireless Services Inc.
          Claims Docketing Center
          c/o Logan & Company Inc.
          546 Valley Road
          Upper Montclair, NJ 07043

Based in Guaynabo, Puerto Rico, NewComm Wireless Services Inc.
is a PCS company that provides wireless service to the Puerto
Rico market.  The company is a joint venture between ClearComm,
L.P. and Telefonica Larga Distancia.  The company filed for
chapter 11 protection on Nov. 28, 2006 (Bankr. D. P.R. Case No.
06-04755).  Carmen D. Conde Torres, Esq., at C. Conde & Assoc.
and Peter D. Wolfston, Esq., at Sonnenschein Nath & Rosenthal
LLP represent the Debtor in its restructuring efforts.  Mark J.
Wolfson, Esq. at Foley & Lardner LLP and Sergio A. Ramirez de
Arellano, Esq., at Sergio Ramirez de Arrelano Law Office
represent the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it reported
assets and liabilities of more than US$100 million.


PIER 1 IMPORTS: Files Lawsuit Against TJX Companies in Texas
------------------------------------------------------------
Pier 1 Imports Inc. has filed suit in state District Court in
Fort Worth, Texas against The TJX Companies Inc. of Framingham,
Massachusetts seeking among other things a temporary restraining
order to prevent further interference by TJX with the employment
of Pier 1's new President and Chief Executive Officer, Alex
Smith. Mr. Smith was formerly a senior executive officer of TJX.

"We had no choice but to take legal action to protect Pier 1
against further interference by TJX with our employment
arrangement with our new President and CEO, Alex Smith," said
Tom Thomas, a member of Pier 1's Executive Committee.  "TJX has
been threatening Alex with legal action in an effort to prevent
his reporting for work at Pier 1 next Monday.  Since Pier 1 is
not a competitor with any of the TJX companies, those threats
are improper. The lawsuit we filed was necessary to assure that
Alex will be at his post next Monday to oversee the beginning of
Pier 1's return to profitability."

Based in Fort Worth, Texas, Pier 1 Imports Inc. (NYSE:PIR)
-- http://www.pier1.com/-- is a specialty retailer of imported
decorative home furnishings and gifts with Pier 1 Imports(R)
stores in 49 states, Puerto Rico, Canada, and Mexico, and Pier 1
kids(R) stores in the United States.

                        *    *    *

As reported in the Troubled Company Reporter on Jan. 19, 2007,
Moody's Investors Service downgraded Pier 1 Imports Inc.'s
corporate family rating to Caa1 from B3 following its continuing
operating struggles and modest performance over the 2006 holiday
season.  Moody's said the rating outlook was revised to
negative.


UNO: Moody's Cuts Rating on US$142-Mil. Notes to Caa2 from Caa1
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Uno
Restaurants Holdings, Corp.'s US$142 million, 10% senior secured
notes to Caa2 from Caa1 and corporate family rating to Caa1 from
B3.  The outlook is negative.

Ratings downgraded are:

   -- Corporate family rating to Caa1 from B3;

   -- Probability of Default rating to Caa1 from B3;

   -- US$142 million second-lien senior secured notes rated
      to Caa2 / 61% / LGD-4 from Caa1 /60% / LGD-4

Rating affirmed is:

   -- Speculative Grade Liquidity Rating of SGL-4

The rating outlook is negative.

The Caa1 corporate family rating reflects the company's
persistently high leverage, modest coverage, and negative free
cash flow generation, as well as a history of weak same store
sales, negative traffic patterns, cost pressures, and geographic
concentration.  Also constraining the ratings is the
considerable competitive pressures in casual dining segment
overall.  The ratings due take into consideration the company's
progress at extending the Uno brand beyond its historical image
as a pizza restaurant, the predictability of the royalty stream
from franchisees, and a relatively updated store base.

Based in Boston, Massachusetts, Uno Restaurant Holdings
Corporation -- http://www.unos.com/-- franchises and operates
over 200 restaurants.  Uno Chicago Grill restaurants are located
in 32 states, the District of Columbia, Puerto Rico, South Korea
and the United Arab Emirates.  The company also operates a
consumer foods division, which supplies airlines, movie
theaters, hotel restaurants and supermarkets with both frozen
and refrigerated private label foods and branded Uno products.




=============
U R U G U A Y
=============


NAVIOS MARITIME: Buys Kleimar's Share Capital for US$165.6 Mil.
---------------------------------------------------------------
Navios Maritime Holdings Inc. has acquired all of the
outstanding share capital of Kleimar N.V. for US$165.6 million.
It was anticipated that the net cash paid for the shares would
be US$140.3 million, taking into account the cash retained on
Kleimar's balance sheet and certain proceeds from an asset sale.

"Navios has achieved a number of benefits resulting from this
acquisition," Angeliki Frangou, Chairman and CEO of Navios,
stated.

These are:

   * A strong foothold in the capesize sector, which was in
     great demand for transporting iron ore and coal to Asia and
     elsewhere.

   * Expanded blue chip client list, considering Kleimar's
     reputation with steel companies, utilities and other
     industrial houses. Kleimar conducted business with Total,
     Arcelor, Constellation Energy and BAO Steel.

   * Increased ability to capture information relating to
     the transport of commodities essential for building
     infrastructure.

"The business model of Kleimar was similar to that of Navios;
Kleimar has owned vessels, long term chartered-in vessels at
rates below current market rates, purchase options and an
established COA business," Ms. Frangou continued.  Kleimar's
application of this business model complemented Navios'
panamax/handymax platform.  Kleimar's extensive COA business was
an additional diversification in Navios's business."

The purchase of Kleimar was financed with existing cash on
Navios's balance sheet and Navios's US$120 million revolver
credit facility with HSH Nordbank and Commerzbank AG.  Navios
expected that the resulting use of debt would be in line with
Navios's current leverage.  Navios expected this transaction to
be accretive to shareholders, both from a cash flow and earnings
standpoint.

S. Goldman Advisors LLC, HSH Corporate Finance GmbH, and
Investments and Finance Ltd. represented Navios in this
transaction.  Clarkson PLC assisted Kleimar in this transaction.

                        About Kliemer

Kleimar is a Belgian maritime transportation company established
in 1993.  Kleimar has 11 employees and is an owner and operator
of capesize and panamax vessels used in transporting cargoes.
It also has an extensive Contract of Affreightment business, a
large percentage of which involves transporting cargo to Chinaut
Navios Maritime.

                    About Navios Maritime

Navios Maritime Holdings Inc. (Nasdaq: BULK, BULKU, BULKW) --
http://www.navios.com/-- is a vertically integrated global
seaborne shipping company, specializing in the worldwide
carriage, trading, storing, and other related logistics of
international dry bulk cargo transportation.  The company also
owns and operates a port/storage facility in Uruguay and has in-
house technical ship management expertise.  It maintains offices
in Piraeus, Greece, South Norwalk, Connecticut and Montevideo,
Uruguay.

                        *    *    *

In November 2006, Standard & Poor's Ratings Services assigned
its 'BB-' long-term corporate credit rating to Greece-based
dry-bulk shipping company Navios Maritime Holdings Inc.  At the
same time, Standard & Poor's assigned its preliminary 'B' debt
rating to Navios' proposed US$300-million senior unsecured
bonds.  S&P said the outlook is stable.


ULTRAPAR PARTICIPACOES: Earns BRL48 Mil. in 2006 Fourth Quarter
---------------------------------------------------------------
Charles River Laboratories International Inc. reported fourth-
quarter and full-year 2006 financial results.  For the fourth
quarter, net sales from continuing operations increased 5.2% to
US$271.7 million from US$258.2 million in the fourth quarter of
2005.  The increase was due primarily to growth in the
Preclinical Services segment, which benefited from continuing
demand for outsourced preclinical services and the October 2006
acquisition of Northwest Kinetics, as well as increased sales of
Research Model Services and In Vitro products.  Foreign exchange
contributed 2.4% to the net sales growth.

Charles River's results are reported on a fiscal-year basis
which is the twelve-month period ending on the last Saturday in
December.  As a result, the Company periodically reports a 53-
week year, with the additional week reported in the fourth
quarter.  This was the case in 2005, when the fourth quarter of
the year included 14 weeks.  The fourth quarter of 2006 was a
standard 13-week period, so in comparison to the same period in
the prior year, the sales growth rate in the fourth quarter of
2006 was reduced by approximately 3-5%.

On a GAAP basis, net income from continuing operations for the
fourth quarter of 2006 was US$31.8 million compared to US$56.5
million for the fourth quarter of 2005.  Results for the fourth
quarter of 2006 include US$2.5 million of stock option expense
as a result of the Company's adoption on Jan. 1, 2006, of
Statement of Financial Accounting Standards No. 123R (SFAS
123R), "Share-Based Payment."

On a non-GAAP basis, net income from continuing operations was
US$39.0 million for the fourth quarter of 2006, compared to
US$40.5 million for the same period in 2005.  Fourth-quarter
diluted earnings per share on a non-GAAP basis were US$0.58,
compared to US$0.55 per share in the fourth quarter of 2005,
with the increase in earnings per share due primarily to the
lower number of shares outstanding.

For 2006, net sales from continuing operations increased by 6.5%
to US$1.06 billion, compared to US$993.3 million in 2005. On a
GAAP basis, net income from continuing operations for 2006 was
US$125.2 million compared to US$145.8 million for the prior
year.  In accordance with SFAS 123R, results for 2006 included
US$11.7 million of stock option expense.  On a non-GAAP basis,
net income from continuing operations for 2006 was US$154.2
million compared to US$157.6 million for 2005, with the increase
in earnings per share due primarily to the lower number of
shares outstanding.

James C. Foster, Chairman, President and Chief Executive
Officer, said, "The fourth quarter closed an eventful year for
Charles River, a year in which we refocused and rededicated
ourselves to our core competencies of laboratory animal medicine
and science and regulatory compliant preclinical services.  We
sold or closed non-core businesses, invested heavily in
expanding our Preclinical Services and RMS footprints, acquired
a first-class Phase I business in Northwest Kinetics, and
repurchased 6.0 million shares of our common stock.  Our goal
was to position ourselves to better support our clients and to
take advantage of opportunities in both the research models and
services and preclinical markets. We believe we have achieved
that goal, and are enthusiastic about our growth prospects in
2007 and beyond."

The Company reports results from continuing operations, which
exclude results of the Clinical Phase II - IV business (sold on
Aug. 16, 2006) and closure of the Interventional and Surgical
Services (ISS) business (announced on May 9, 2006). Those
businesses are now reported as discontinued operations, and the
Company has reclassified historical comparisons accordingly.
The income from discontinued operations was US$3.4 million in
the fourth quarter of 2006.  Including discontinued operations,
net income for the fourth quarter of 2006 was US$35.2 million,
or US$0.52 per diluted share, compared to consolidated net
income of US$50.4 million in the fourth quarter of 2005.  For
the full year, the loss from discontinued operations was
US$181.0 million, due primarily to a goodwill impairment and
income tax expense related to the sale of the Clinical Services
Phase II - IV business, and asset impairments and operating
losses incurred by the Interventional and Surgical Services
business.  Including discontinued operations, the net loss for
2006 was US$55.8 million compared to consolidated net income of
US$142.0 million in 2005.

               Research Models and Services

Sales for the RMS segment were US$127.7 million in the fourth
quarter of 2006, an increase of 1.6% from US$125.6 million in
the fourth quarter of 2005.  The quarter-over-quarter growth
rate was negatively impacted by approximately 3-5% due to the
extra week included in the results for the fourth quarter of
2005.  Research Model Services sales increased, as did In Vitro
sales, which benefited from sales of core products and the PTS.
As expected, fourth-quarter sales of large research models were
below the fourth quarter of the prior year due to an extended
quarantine, which was completed in mid-December.

In the fourth quarter of 2006, the RMS segment's operating
margin was lower than in the fourth quarter of 2005, primarily
reflecting lower operating income in Japan compared to the prior
year which included a one-time insurance settlement, lower sales
of large research models, and US$1.1 million of stock
compensation expense associated with the adoption of SFAS 123R.
The GAAP operating margin was 25.6%, compared to 30.0% for the
same period in 2005.  On a non-GAAP basis, which excluded
charges of US$0.8 million for cost savings initiatives and
US$0.2 million for acquisition-related amortization, the
operating margin was 26.3%, compared to 30.4% for the same
period in the prior year.  Costs of SFAS 123R reduced the
fourth-quarter 2006 GAAP and non-GAAP operating margins by 0.9%.

For 2006, RMS net sales were US$515.0 million, a 2.4% increase
over US$503.2 million for 2005.  Growth was driven primarily by
sales of North America Research Models and by In Vitro products.
The GAAP operating margin was 28.7% compared to 31.8% in 2005.
On a non-GAAP basis, which excluded US$3.1 million for cost-
saving initiatives and US$0.5 million for acquisition-related
amortization, the operating margin was 29.4%, compared to 31.9%
in 2005.  Costs of US$4.7 million related to SFAS 123R reduced
the GAAP and non-GAAP operating margins for 2006 by
approximately 0.9%.

                   Preclinical Services

Results for the Preclinical Services segment now include the
Phase I Clinical business, and historical results have been
restated accordingly.

Fourth-quarter net sales for the Preclinical Services segment
were US$144.1 million, an increase of 8.7% from the US$132.6
million in the fourth quarter of 2005.  The quarter-over-quarter
growth rate was negatively impacted by approximately 3-5% due to
the extra week included in the results for the fourth quarter of
2005.  Sales were driven by continuing strong demand for general
and specialty toxicology services by pharmaceutical and
biotechnology customers, and the addition of the Northwest
Kinetics Phase I clinical services business.

The GAAP operating margin improved to 16.0% from 12.2%, as
higher sales and improved operating efficiencies and lower
amortization offset the US$1.9 million, or a 1.3% operating
margin reduction, of stock compensation costs associated with
the adoption of SFAS 123R.  On a non-GAAP basis, which excludes
US$9.6 million of acquisition-related amortization and US$0.1
million for cost saving initiatives, the fourth-quarter
operating margin improved to 22.7% compared to 21.4% for the
fourth quarter of 2005.  On a non-GAAP basis, stock compensation
costs in the fourth quarter were US$1.8 million, or an operating
margin reduction of 1.2%.  The difference between GAAP and non-
GAAP stock compensation expense was related to the Inveresk
acquisition.

Preclinical Services net sales in 2006 were US$543.4 million, an
increase of 10.9% from US$490.2 million for the prior year, due
to continuing strong demand for drug discovery and development
services by pharmaceutical and biotechnology customers and to
moderate capacity expansion at certain of the Company's
Preclinical Services sites.  The GAAP operating margin was 15.2%
compared to 13.9%, with stock compensation costs accounting for
US$7.4 million, or a 1.4% reduction in the operating margin.  On
a non-GAAP basis, the operating margin was 22.6% in 2006,
compared to 23.3% in the year-ago period. For 2006, the cost of
SFAS 123R was US$7.2 million on a non-GAAP basis, which reduced
the non-GAAP operating margin by 1.3%.

                Stock Repurchase Program

Charles River presently has a stock repurchase authorization in
place from its Board of Directors, which provides for the
purchase of up to US$300.0 million of its common stock.  In the
fourth quarter of 2006, under a Rule 10b5-1 purchase plan, the
Company repurchased approximately 77,000 shares of common stock
for US$3.3 million.  In 2006, the Company repurchased a total of
6.0 million shares for US$247.2 million.  Combined with previous
purchases made in 2005, the Company has repurchased a total of
approximately 6.4 million shares at a cost of US$264.7 million.
There is currently a balance of approximately US$35.3 million
available for repurchases under the current authorization.

As of Dec. 30, 2006, Charles River had approximately 66.9
million shares of common stock outstanding.

Wilmington, Mass.-based Charles River Laboratories International
Inc. (NYSE: CRL) -- http://www.criver.com/-- sells pathogen-
free, fertilized chicken eggs to poultry vaccine makers.  It
also offers contract staffing, preclinical drug candidate
testing, and other drug development services.  It also markets
research models -- rats and mice bred for preclinical
experiments, including transgenic "knock out" mice -- to the
pharmaceutical and biotech industries.  It sells its products in
more than 50 countries including Argentina, Brazil, Peru, Puerto
Rico and Uruguay to drug and biotech companies, hospitals, and
government entities.  The Company employs 7,500 people.

As reported in the Troubled Company Reporter-Latin America on
Nov. 10, 2006, Moody's Investors Service, in connection with its
implementation of its new Probability-of-Default and Loss-Given-
Default rating methodology for the Healthcare Service and
Distribution sector, the rating agency confirmed its Ba1
Corporate Family Rating for Charles River Laboratories
International Inc.




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


AES: EDC Stake Sale to Gov't Won't Affect Ratings, Fitch Says
-------------------------------------------------------------
The AES Corp. announced a preliminary agreement to sell its
82.14% interest in La Electricidad de Caracas aka EDC to the
government of Venezuela for US$739.2 million.  The announcement
follows on the heels of the Chavez government's pronouncement to
nationalize key industries including electricity and
telecommunications.

EDC has been a key source of cash flow for AES, representing one
of the ten largest sources of distributions to the parent
company.  At the same time, Venezuela has been a challenging
environment in which to operate for some time.  As such, EDC's
contribution to AES's credit profile has been less than simply
its pro rata share of cash flows to the parent company.  Given
the diversity of cash flow sources for AES, Fitch does not
believe the loss of even the 6% or 7% that EDC represented of
total cash flows would, by itself, be sufficient to cause a
material change in AES' credit profile.  Finally, from a
portfolio perspective, the sale of EDC will help to realign the
company's portfolio to a more balanced mix of businesses.

To date, AES has made no announcements as to anticipated use of
proceeds.  Fitch would expect that management will use the
proceeds to retire parent company debt and redeploys new
investments.

                         About AES

AES Corp. -- http://www.aes.com/-- is one of the world's
largest global power companies, with 2005 revenues of US$11
billion.  With operations in 26 countries on five continents,
the company's 14 regulated utilities amassed 2005 annual sales
of over 82,000 GWh and its 121 generation facilities have the
capacity to generate approximately 44,000 megawatts.

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.

                         About EDC

EDC is the largest private-sector electric utility in Venezuela
and generates, transmits, distributes, and markets electricity
primarily to metropolitan Caracas and its surrounding areas.
TheAES Corporation owns 86% of EDC and acquired its stake in
June2000 through a public-tender offer.


ARVINMERITOR INC: DBRS Rates US$175-Mln Senior Notes at BB (low)
----------------------------------------------------------------
Dominion Bond Rating Service assigned a rating of BB (low) to
the US$175 million Convertible Senior Unsecured Notes of
ArvinMeritor Inc.  The trend is Stable.

The company is expected to use proceeds from the issuance to
repay outstanding indebtedness under its Term Loan B, with no
impact on net leverage.  In conjunction with the new issue, DBRS
is confirming the ratings of the company's existing Convertible
Senior Unsecured Notes and Senior Unsecured Notes at BB (low),
with Stable trends, respectively.

The company's financial and business risk profile has modestly
increased over the past year, but remains within the range of
acceptability for the current rating.  The company continues to
face challenging light vehicle market conditions, notably from
declining OEM production in North America, pricing pressure, and
higher-than-expected raw material costs.  These factors have
largely contributed to weak margins in its light vehicle systems
segment, and are not expected to ease over the near-term.  In
addition, the company's commercial vehicle systems segment
margins have also weakened despite strong industry demand,
largely related to increased costs.

The company's exposure to the significant expected decline in
commercial vehicle demand in 2007 has increased following the
sale of its Emissions Technology business for US$310 million.
The CVS segment will account for roughly 67% of total sales upon
closing of the transaction, which is expected in fiscal third
quarter 2007.

DBRS views the sale of its ET business as generally neutral to
the credit profile of ARM; the increase in liquidity and removal
of a lower-margin business is largely offset by the loss of ET
earnings and cash flow, and the Company's heightened earnings
sensitivity to the looming industry slowdown.

Over the near-term, sharper-than-expected declines in commercial
vehicle volumes, particularly in the event of slowing economic
conditions, further production cuts by light vehicle OEMs, and
rising raw material costs are key risks to ARM's profitability.

The company is highly dependent on efficiency gains, largely
related to its restructuring initiatives, to moderate the impact
of the above noted challenges on earnings.  In absence of
sufficient cost savings, the lower-than-expected earnings and
cash flow will weaken leverage and coverage ratios and likely
have negative implications for the rating.

The confirmation of the company's rating reflects the company's
well diversified customer mix, including modest relative
exposure to the North American Big 3, the expectation for near-
term free cash flow generation, good liquidity position, and
favorable debt repayment schedule.


ELECTRICIDAD DE CARACAS: Workers to Hold Demonstrations
-------------------------------------------------------
Labor leaders of La Electricidad de Caracas workers have called
for personnel in commercial offices to strike against the firm
to minimize the millions of dollars that go to the US firm AES
Corp., El Universal reports.

According to El Universal, most of Electricidad de Caracas' 1.1
million customers pay their bills at the firm's commercial
offices.

Business News Americas relates that under Venezuelan labor law,
industrial action can be taken if a company's management fails
to heed to union complaints in 120 hours.

Electricidad de Caracas' unwillingness to give workers a pay
hike and health benefits caused the conflict, union
representative Reinaldo Diaz told El Universal.

Electricidad de Caracas employees support the Venezuelan
government's decision to nationalize the firm, El Universal
states.

Electricidad de Caracas is the largest privately owned electric
utility company in Venezuela.  Electricidad de Caracas
transmits, distributes and markets electricity to the
metropolitan Caracas area.  In June 2000, Arlington, Virginia-
based AES Corporation acquired an 87% interest in Electricidad
de Caracas for US$1.6 billion in a public-tender offer.

                        *    *    *

As reported in the Troubled Company Reporter-Latin American on
Jan. 12, 2007, Fitch Ratings downgraded the senior unsecured
foreign and local currency debt ratings and Issuer Default
Ratings of C.A. La Electricidad de Caracas to 'B+'.  Fitch said
the rating outlook is negative.  The rating action followed
Venezuelan President Hugo Chavez's announcement of nationalizing
the country's power sector.


* NASDAQ STOCK: Fails in US$5.3B Bid for London Stock Exchange
--------------------------------------------------------------
Nasdaq Stock Market Inc. failed in its bid to takeover the
London Stock Exchange PLC.  LSE shareholders rejected Nasdaq's
US$5.3 billion bid on Feb. 10, 2007, reports say.

Nasdaq said that only 0.41% of LSE's ordinary shares were
tendered and accepted.  Its existing 28.75% share of LSE's stock
plus the newly accepted shares fell short of the 50% it needed
to begin taking control of the London exchange.

Nasdaq Chief Executive Officer Bob Greifeld, in a statement to
the media, said, "Nasdaq will continue to pursue other
opportunities to build on its existing position as the world's
largest electronic equities exchange and we look forward to
maintaining our strong track record of creating shareholder
value through our industry-leading business model and strategy."

According to various news articles, the LSE is in talks with the
Tokyo Stock Exchange to explore a strategic alliance.

LSE previously indicated that Nasdaq's US$24.42 offer is too
low.  Nasdaq, on the other hand, refused to up the ante because
it believes that LSE's stock is overvalued.

The Nasdaq Stock Market Inc. -- http://www.nasdaq.com/-- is the
largest electronic equity securities market in the United States
with approximately 3,200 companies.

                        *     *     *

In December 2006, Standard & Poor's Rating Services lowered its
long-term counterparty credit rating on The Nasdaq Stock Market
Inc. to 'BB' from 'BB+'.  The 'BB+' rating on Nasdaq's existing
bank loan facility, which financed the initial 29% stake in the
London Stock Exchange, is affirmed, while the Recovery Rating is
revised to '1' from '2'.  The ratings were removed from
CreditWatch Negative where they were placed on Nov. 20, 2006.
S&P said the outlook is stable.

At the same time, Standard & Poor's has assigned its 'BB+' bank
loan rating to US$750 million senior secured Term Loan B, US$2
billion senior secured Term Loan C, and US$75 million revolver
issued by Nasdaq, as well as the US$500 million senior secured
Term Loan C issued by Nightingale Acquisition Ltd., a U.K.-based
subsidiary of Nasdaq.

The rating agency has assigned a Recovery Rating of '1', which
indicates full recovery of principal in the event of default.

In addition, Standard & Poor's has assigned its 'B+' rating to
US$1.75 billion senior unsecured bridge loan issued by Nasdaq
and NAL.

Moody's Investors Service assigned in April 2006 ratings to
three bank facilities of The Nasdaq Stock Market Inc.: a
US$750 million Senior Secured Term Loan B, a US$1.1 billion
Secured Term Loan C, and a US$75 million Senior Secured
Revolving Credit Facility.  Moody's said each facility is rated
Ba3 with a negative outlook.


* NASDAQ: Moody's Ends November 2006 Review with Ba3 Ratings
------------------------------------------------------------
Moody's Investors Service confirmed the Ba3 ratings of The
NASDAQ Stock Market, Inc., following NASDAQ's Feb. 10
announcement that its final Offer to acquire all of the common
shares of the London Stock Exchange Group PLC or LSE has lapsed.
NASDAQ's rating outlook is stable.  This concludes Moody's
review that commenced on Nov. 20, 2006.

The stable outlook on the Ba3 ratings reflects the operational
improvements achieved by NASDAQ in the last several years,
including the strong performance in 2006.  Though event risk
associated with the LSE stake continues to be present, over the
past three years NASDAQ has reengineered its businesses and
reclaimed market share in trading of NASDAQ-listed securities.
As a result, the firm is generating improved cash flow, which
the firm can apply to debt reduction if it chooses.  However,
there remains uncertainty about how the firm will deploy its
improving free cash flow, as the global exchange industry
consolidates.

"The major unknown regarding future debt levels at NASDAQ is its
role in the ongoing domestic and global consolidation of trading
platforms," said Moody's Senior Vice President Peter Nerby. "The
company is an aggressive consolidator and we expect this to
continue."

The potential for upward movement in NASDAQ's ratings is
limited, reflecting the possibility that NASDAQ may initiate
another debt-financed offer to acquire the LSE in the future.
This event risk limits the upward potential in NASDAQ's ratings,
even if operating performance and leverage measures improve
during 2007.

Moody's regards NASDAQ's 28.75% stake in the LSE as a long-term
strategic investment, which Moody's believes the company intends
to hold.  However, in the event that the position was sold,
proceeds would likely be used to reduce indebtedness, which
would sharply improve NASDAQ's credit metrics, including
leverage and coverage measures.  However, NASDAQ's current
Debt/EBITDA ratio of 4.9x (based on 3Q06 annualized EBITDA) is
high for a Ba3-rated company.

These ratings of NASDAQ were confirmed at Ba3, with a stable
outlook:

   -- Corporate Family Rating at Ba3,

   -- US$750 million, six-year Senior Term Loan B Facility
      at Ba3,

   -- US$75 million, five-year Revolving Credit Facility
      at Ba3, and

   --US$434.8 million six-year Term Loan C Facility at Ba3.

NASDAQ operates a leading US stock exchange and reported
earnings of US$30.2 million for 3006.

The Nasdaq Stock Market Inc. -- http://www.nasdaq.com/-- is the
largest electronic equity securities market in the United States
with approximately 3,200 companies.


* 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     (743.79)     459.53
CIMOB Partic SA          GAFP3     (44.38)     121.74
CIMOB Part-Pref          GAFP4     (44.38)     121.74
DOC Imbituba             IMBI3     (19.84)     192.80
DOC Imbitub-Pref         IMBI4     (19.84)     192.80
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    (59.79)     228.35
Telebras-PF RCPT         RCTB40    (59.79)     228.35
Telebras-PF RCPT         RCTB40    (59.79)     228.35
Teka                     TEKA3    (236.45)     540.81
Teka-PREF                TEKA4    (236.45)     540.81
Telebras SA              TELB3     (59.79)     228.35
Telebras SA-PREF         TELB4     (59.79)     228.35
Telebras-CM RCPT         TELE31    (59.79)     228.35
Telebras-PF RCPT         TELE41    (59.79)     228.35
Telebras SA              TLBRON    (59.79)     228.35
Telebras SA-PREF         TLBRPN    (59.79)     228.35
Varig SA                 VAGV3  (8,194.58)   2,169.10
Varig SA-PREF            VAGV4  (8,194.58)   2,169.10


                        ***********


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
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Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick,
Maryland USA.  Marjorie C. Sabijon, Sheryl Joy P. Olano, Rizande
de los Santos, Junald Ango and Christian Toledo, Editors.

Copyright 2076.  All rights reserved.  ISSN 1529-2746.

This material is copyrighted and any commercial use, resale or
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