TCRLA_Public/070514.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

             Monday, May 14, 2007, Vol. 8, Issue 94

                          Headlines

A R G E N T I N A

BANCO ITAU: Mulling Further Acquisitions in Argentina
BANCO MACRO: Reports ARS123.2 Mil. Net Income in 2007 First Qtr.
EXPOCON SA: Court Appoints Analia Casalino as Bankruptcy Trustee
FABRILU SRL: Proofs of Claim Verification Ends on June 20
METROGAS SA: Loses ARS6.3 Million in First Quarter 2007

MOLINOS RIO: Fitch Affirms & Withdraws BB- Issuer Default Rating
PITA S: Reorganization Proceeding Concluded
ROCFE SRL: Proofs of Claim Verification Deadline Is July 4
SOUTH AMERICAN: Trustee Verifies Proofs of Claim Until June 25
TELECOM ARGENTINA: Earns ARS135 Million in Qtr. Ended March 31

B A H A M A S

PINNACLE ENTERTAINMENT: Deutsche Bank Keeps Buy Rating on Firm

B E R M U D A

GLOBAL CROSSING: Completes Acquisition of IMPSAT for US$347 Mil.
GLOBAL CROSSING: Incurs US$120 Million Net Loss in First Quarter
GLOBAL CROSSING: Names Jose Antonio Rios as LatAm Biz Chair
IMPSAT FIBER: Global Crossing Completes Acquisition of Firm
SEA CONTAINERS: Can Enter Into US$176 Mil. DIP Lending Agreement

SEA CONTAINERS: U.K. Regulator Reissues FSD Warning

B O L I V I A

INT'L PAPER: To Shut Down Milk Carton Plant in Montreal on July
PETROLEO BRASILEIRO: Reaches Accord on Refinery Sale to Bolivia

* BOLIVIA: Reaches Accord with Petroleo Brasileiro on Plant Sale

B R A Z I L

BANCO DO BRASIL: Merger with Besc Uncertain, Says Guido Mantega
BANCO MERCANTIL: Moody's Rates US$1 Mil. Sr. Unsec. Notes at Ba2
BRASIL TELECOM: BearingPoint Concludes Management Project
BRASIL TELECOM: Unit Eyes Two Million Pre-Paid Users by Year-End
EMBRATEL: Will Launch Internet Package for Small Enterprises

NOVELIS INC: Shareholders Approve Hindalco Acquisition
PETROLEO BRASILEIRO: Launching Semi-Submersible Platform Tenders
TELEMAR NORTE: Fitch Lifts Foreign Currency IDR to BBB- from BB+
TRW AUTO: Completes US$2.5-BB Credit Refinancing Thru Affiliate
UNIAO DE BANCOS: Repositioning Fininvest to Curb Default Rates

USINAS SIDERURGICAS: Net Profit Up to BRL642 Mil. in First Qtr.

* BRAZIL: Fitch Upgrades Issuer Default Ratings to BB+ from BB

C A Y M A N   I S L A N D S

GOLDMAN SACHS GLOBAL: Sets Final Shareholders Meeting for June 1
ICGE SAILS: Proofs of Claim Must be Filed by May 31
KINGSNORTH HOLDINGS: Sets Final Shareholders Meeting for June 1
KS CAPITAL: Will Hold Final Shareholders Meeting on May 31

C H I L E

BUCYRUS INT'L: Prices 4.6-Mil. Share Offering at US$66.35 Each
THERMADYNE HOLDINGS: Moody's Confirms Junk Ratings

C O L O M B I A

BANCOLOMBIA: Unit Completes Acquisition of Banagricola's Shares

C O S T A   R I C A

SAMSONITE: Taps Merrill Lynch, Goldman Sachs for London Offering

* COSTA RICA: Alterra Partners To Continue Suit Against Gov't

D O M I N I C A N   R E P U B L I C

AES CORP: Conducting Studies for Windmill Project
AES CORP: Units Demand US$60-Million Compensation from Gov't

G U A T E M A L A

GOODYEAR TIRE: Moody's Upgrades Corporate Family Rating to Ba3
GOODYEAR TIRE: Planned Debt Reduction Cues S&P's Positive Watch
MILLICOM INTERNATIONAL: Reports US$563MM First Quarter Revenue

J A M A I C A

DYOLL INSURANCE: Farmers To Wait Few More Weeks to Get Paid
DYOLL INSURANCE: Government Overpays Some Coffee Farmers

M E X I C O

ADVANCED MKTG: Court Moves Exclusive Plan Filing Date to Aug. 10
ADVANCED MARKETING: Court Sets July 2 as General Claims Bar Date
BALLY TOTAL: Will Pay Consent Fee to Senior Noteholders
CARDTRONICS INC: Completes Existing Credit Pact Modification
EPICOR SOFTWARE: Closes US$200 Million of Senior Notes Offering

GENERAL MOTORS: Ends 2-Year Ban on Equities Trading by Execs.
GRUPO IMSA: Merger with Ternium Beneficial for Both Companies

N I C A R A G U A

XEROX CORP: Completed Offer Cues S&P to Lift Rating from BB+

P E R U

INTERPUBLIC GROUP: Posts US$125.9 Mil. Net Loss in First Quarter

V E N E Z U E L A

DAIMLERCHRYSLER AG: Ohio Workers Hire Morpheus to Advise on Bid
ELECTRICIDAD DE CARACAS: Petroleos de Venezuela Buys 93% Stake
PETROLEOS DE VENEZUELA: Buys Shares in Electricidad de Caracas
PETROLEOS DE VENEZUELA: Launches Drilling Operations in Corocoro
PETROLEOS DE VENEZUELA: Luis Tascon Discloses Alleged Corruption

REVLON INC: March 31 Balance Sheet Upside-Down by US$1.13 Bil.

* VENEZUELA: Acquires Controlling Stake in Cantv for US$1.3 Bil.

* BOOK REVIEW: Baltimore: The Building of an American Cities


                         - - - - -


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


BANCO ITAU: Mulling Further Acquisitions in Argentina
-----------------------------------------------------
Banco Itau Holding Financeira's senior vice president Henri
Penchas said in a conference call that it is analyzing making
additional acquisitions in Argentina.

Mr. Penchas commented to Business News Americas, "We're
seriously analyzing the possibility of acquisitions in
Argentina, where the bank hopes to grow organically or through
purchases."

BNamericas relates that Banco Itau already controls Itau Buen
Ayre in Argentina.  Banco Itau first operated in Argentina in
1979 and then acquired Buen Ayre in 1998.

The Argentine banking system is going through an "exceptional"
period, BNamericas states, citing Mr. Penchas.

Banco Itau currently has 51 thousand employees serving more than
16 million clients, through its network of 2,391 branches and 22
thousand ATMs.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 12, 2007, Fitch changed the outlook of these ratings of
Banco Itau Holding Financiera S.A.:

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

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

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


BANCO MACRO: Reports ARS123.2 Mil. Net Income in 2007 First Qtr.
----------------------------------------------------------------
Banco Macro S.A. disclosed its financial results for the first
quarter period ended March 31, 2007.

The Bank recorded net income of ARS123.2 million.  This result
was 69% or ARS50 million higher than first quarter 2006's ARS73
million.  The annualized ROAE and ROAA reached 21.2% and 3.1%,
respectively.

Banco Macro's net interest income was Ps.259.6 million,
increasing 9% quarter-on-quarter and 93% year-over-year (48% YoY
growth without considering Nuevo Banco Bisel).  In addition, net
interest margin of 7.4% expanded 110 bp from first quarter
2006's level of 6.3%.

The Bank's financing to the private sector also showed an
attractive growth rate of 13% or ARS716.4 million QoQ and 88% or
ARS2.93 billion YoY.  Personal loans, which represent a
strategic product for the Bank, once again led private loan
portfolio growth.  This product grew 23% QoQ and 200% YoY.

Total deposits grew 9% or ARS912.6 million QoQ, totaling
ARS11 billion and representing 77% of the Bank's liabilities.  
Banco Macro's average annual cost of funding of 4.7% is one of
the lowest in Argentina's banking sector.

Banco Macro continued showing a strong solvency ratio, with an
excess capital of ARS2.0 billion and a capitalization ratio of
30.8%.  In addition, the Bank's liquid assets remained at a high
level, reaching 65.4% of total deposits.

The Bank's asset quality improved to more attractive levels.  In
first quarter 2007, Banco Macro's PDLs to total loans ratio was
1.64% compared to fourth quarter 2006's 1.98% and the coverage
ratio reached 169.7%.

                      About Banco Macro

Headquartered in Buenos Aires, Argentina, Banco Macro SA fka
Banco Macro Bansud SA offers traditional commercial banking
products and services to small and medium-sized companies,
companies operating in regional economies, and to low and
middle-income individuals.  It offers savings and checking
accounts, credit and debit cards, consumer finance loans, other
credit-related products and transactional services to its
individual customers, and small and medium-sized businesses
through its branch network.  The bank also offers Plan Sueldo
payroll services, lending, corporate credit cards, mortgage
finance, transaction processing and foreign exchange.  The
bank's subsidiaries are Nuevo Banco Suquia SA, Banco del Tucuman
SA, Nuevo Banco Bisel SA, Sud Bank & Trust Company Limited,
Macro Securities SA Sociedad de Bolsa, Sud Inversiones &
Analisis SA and Macro Fondos SA, Macro Valores SA and Red Innova
Administradora de Fondos de Inversion SA.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 30, 2007, Fitch Ratings is expected to assign a 'B+/RR4'
local currency long-term rating and 'AA(arg)' National long-term
rating to Banco Macro S.A.'s forthcoming US$100 million
unsubordinated bonds due 2012.  Fitch currently rates Macro as:

   -- Foreign and local currency Issuer Default Rating 'B+';
   -- Short-term 'B';
   -- Individual 'D';
   -- Support '5';
   -- National long-term 'AA(arg)'; and
   -- National short-term 'A1+(arg)'.

Fitch said the rating outlook is stable.


EXPOCON SA: Court Appoints Analia Casalino as Bankruptcy Trustee
----------------------------------------------------------------
The National Commercial Court of First Instance in Santa Fe,
Argentina, has appointed Analia Edith Casalino as the trustee
for Expocon S.A.'s bankruptcy proceeding.  

Ms. Casalino will verify creditors' proofs of claim, and then
present the validated claims in court as individual reports.  
The court will determine if the verified claims are admissible,
taking into account the trustee's opinion, and the objections
and challenges that will be raised by Expocon 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 Expocon's accounting
and banking records will be submitted in court.

Infobae didn't state the reports submission deadlines.

Ms. Casalino is also in charge of administering Expocon's assets
under court supervision and will take part in their disposal to
the extent established by law.

The trustee can be reached at:

          Analia Edith Casalino
          Pasco 1349
          Santa Fe, Argentina


FABRILU SRL: Proofs of Claim Verification Ends on June 20
---------------------------------------------------------
Miguel Adolfo Kupchik, the court-appointed trustee for Fabrilu
S.R.L.'s bankruptcy proceeding, verifies creditors' proofs of
claim until June 20, 2007.

Mr. Kupchik will present the validated claims in court as
individual reports on Aug. 24, 2007.  The National Commercial
Court of First Instance in Buenos Aires will determine if the
verified claims are admissible, taking into account the
trustee's opinion, and the objections and challenges that will
be raised by Fabrilu 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 Fabrilu's accounting
and banking records will be submitted in court on Oct. 5, 2007.

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

The trustee can be reached at:

          Miguel Adolfo Kupchik
          San Luis 3067
          Buenos Aires, Argentina


METROGAS SA: Loses ARS6.3 Million in First Quarter 2007
-------------------------------------------------------
Metrogas said in a filing with the Buenos Aires stock exchange
that it lost ARS6.3 million in the first quarter 2007, compared
to ARS24.7 million year-on-year.

Business News Americas relates that Metrogas' operating profit
in 2007 dropped 28% to ARS21.3 million, compared to last year,
due in part to higher operating costs, which increased 4% to
ARS145 million.

According to BNamericas, Metrogas' consolidated sales decreased
0.3% to ARS199 million in the first quarter 2007, compared to
the first quarter 2006, due to 37% lower gas sales, partially
counterbalanced by 17.7% higher sales from transport and
distribution services.  Lower gas sales were due to the
"unbundling" of gas that formed a new category of customers that
includes direct clients of over 150,000 cubic meters per meter
and CNG stations.

Metrogas increased the total volume of gas supplied to clients
by 12.6% to 2.22 billion cubic meters in the first quarter 2007,
from the first quarter 2006.  Meanwhile, the company's net
equity decreased to ARS967 million in this year's first quarter,
compared to ARS974 million at the end of 2006.

Headquartered in Buenos Aires, Argentina, Metrogas SA
-- http://www.metrogas.com.ar/-- distributes gas to Buenos   
Aires and southern and eastern greater metropolitan Buenos
Aires.  The Company has a 35-year concession that began in 1992
to provide natural gas in this area.  The concession is
renewable for an additional 10 years.  Metrogas supplies some 2
million customers in Buenos Aires through 15,840 km of
pipelines, representing about 26% of all gas retailed in
Argentina.   Metrogas is 45% owned by a subsidiary of UK gas
production company BG Group and 26% owned by a unit of Spanish
oil company Repsol YPF.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 2, 2007, Moody's Investors Service upgraded Metrogas S.A.
debt ratings to Caa1 from Caa2 and the national scale rating to
Ba1.ar from B1.ar.  Moody's said the outlook is stable.


MOLINOS RIO: Fitch Affirms & Withdraws BB- Issuer Default Rating
----------------------------------------------------------------
Fitch Ratings has affirmed and simultaneously withdrawn the BB-
with a stable outlook local currency Issuer Default Rating of
Molinos Rio de la Plata, S.A.  Fitch will continue to maintain
its national rating of Molinos' equity shares (Acciones '1') and
analytical coverage from Fitch Argentina, Buenos Aires.


PITA S: Reorganization Proceeding Concluded
-------------------------------------------
Buenos Aires-based company Pita S S.R.L.'s reorganization
process has been concluded, according to data released by
Infobae on its Web site.  The conclusion came after the National
Commercial Court of First Instance in Buenos Aires homologated
the debt plan signed between the company and its creditors.


ROCFE SRL: Proofs of Claim Verification Deadline Is July 4
----------------------------------------------------------
Liliana Beatriz Rodriguez, the court-appointed trustee for Rocfe
S.R.L.'s bankruptcy proceeding, verifies creditors' proofs of
claim until July 4, 2007.

Ms. Rodriguez will present the validated claims in court as
individual reports on Aug. 31, 2007.  The National Commercial
Court of First Instance in Buenos Aires will determine if the
verified claims are admissible, taking into account the
trustee's opinion, and the objections and challenges that will
be raised by Rocfe 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 Rocfe's accounting
and banking records will be submitted in court on Oct. 15, 2007.

Ms. Rodriguez is also in charge of administering Rocfe's assets
under court supervision and will take part in their disposal to
the extent established by law.

The debtor can be reached at:

          Rocfe S.R.L.
          Moreno 1353
          Buenos Aires, Argentina

The trustee can be reached at:

          Liliana Beatriz Rodriguez
          San Martin 66
          Buenos Aires, Argentina


SOUTH AMERICAN: Trustee Verifies Proofs of Claim Until June 25
--------------------------------------------------------------
Salvador Lamarchina, the court-appointed trustee for South
American Cargo S.A.'s reorganization proceeding, verifies
creditors' proofs of claim until June 25, 2007.

The National Commercial Court of First Instance in Buenos Aires
approved a petition for reorganization filed by South American,
according to a report from Argentine daily Infobae.

Mr. Lamarchina will present the validated claims in court as
individual reports on Aug. 21, 2007.  The court will determine
if the verified claims are admissible, taking into account the
trustee's opinion, and the objections and challenges that will
be raised by South American 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 South American's
accounting and banking records will be submitted in court on
Oct. 23, 2007.

The informative assembly will be held on April 9, 2008.
Creditors will vote to ratify the completed settlement plan
during the assembly.

The debtor can be reached at:

         South American Cargo S.A.
         Avenida Pte. Roque Saenz Pena 868
         Buenos Aires, Argentina

The trustee can be reached at:

          Salvador Lamarchina
          Esmeralda 847
          Buenos Aires, Argentina


TELECOM ARGENTINA: Earns ARS135 Million in Qtr. Ended March 31
--------------------------------------------------------------
Telecom Argentina reported net income of ARS135 million for the
three months period ended March 31, 2007.

Highlights:

   -- Continuing with the positive trend observed in recent
      years, the Telecom Group confirms the strong expansion of
      its business.  First quarter 2007 showed a 28% growth in
      net revenues when compared to the same period of the
      previous year, totaling ARS2.055 million.  The most
      dynamic segments continued to be cellular, Internet and
      data, which expanded 45%, 32% and 11%, respectively.

   -- Cellular subscribers increased by 51% while broadband
      subscribers grew 111%.  In addition, fixed lines in
      service increased 4%, when compared to March 2006.

   -- As a consequence of the general improvement of the
      business, Operating Profit before Depreciation and
      Amortization reached ARS688 million, equivalent to 33.5%
      of net revenues.  Operating Profit totaled ARS358 million.

   -- Finally, net income totaled ARS135 million.  Shareholder's
      equity as of March 31, 2007, amounted to ARS2,261 million.

   -- Net financial Debt (before NPV effect) declined to
      ARS3,222 million, primarily as a result of the cash flow
      generated by operations.  The ratio of Net Financial Debt
      to OPBDA declined from 2.3x as of March 2006, to 1.2x.

During 2007 first quarter, Consolidated Net Revenues increased
28% (+ARS444 million vs. 2006 first quarter) to ARS2,055
million, mainly fueled by the cellular and broadband businesses.

Moreover, OPBDA increased by 26% (+ARS142 million) to ARS688
million, equal to 33.5% of Consolidated Net Revenues.

             Voice, Data Transmission & Internet

Revenues generated by the Fixed-line Business (including voice,
data transmission and Internet services) amounted to ARS783
million, a 7% increase over first quarter 2006.

Total Revenues for this segment reached ARS619 million (+3%).  
Monthly Charges increased by ARS6 million or 3%, reaching ARS182
million, even though no increase has been applied to regulated
tariffs.  Lines in service increased 4% as a consequence of
promotions and campaigns developed by Telecom.

Revenues generated by traffic totaled ARS296 million, as a
consequence of the 11% decrease in Local Measured Service and
increases of 13% and 8% in Domestic Long Distance and
International Telephony, respectively.

Interconnection revenues amounted to ARS84 million (+22%),
mainly driven by a higher level of mobile traffic transported by
and terminated in Telecom's fixed line network.

                Internet & Data Transmission

As a consequence of the extraordinary evolution of broadband
subscribers, Internet continues to be the main driver growth in
the fixed-line business, with revenues of ARS123 million (+32%
vs. first quarter 2006).

As of the end of first quarter 2007, Telecom's ADSL subscribers
reached 526,000 (+277,000 or +111% vs. first quarter 2006).  
Lines with ADSL connection accounted for approximately 13% of
Telecom's lines in service.  Regarding ISP services, Arnet
subscribers totaled 533,000 (+79% or +236,000 subscribers), due
to the increase of 262,000 broadband subscribers (+141%) and the
decrease of 26,000 dial-up subscribers (-23%).

This positive evolution is a consequence of Telecom's offering
of high quality products at accessible prices (for example, the
product Arnet 640Kb Flat, which showed an excellent
performance), leveraging on broadband-specific content,
improving ADSL coverage, as well as investing in promotional and
branding activities for the portfolio of Arnet products.

Revenues generated by Data transmission amounted to ARS41
million (+11% or ARS4 million, vs. first quarter 2006).

The Cellular Telephony business generated revenues of ARS 1,272
million in first quarter 2007.

                Telecom Personal In Argentina

As of March 31, 2007, the total subscriber base totaled 9.3
million, 3 million customers more than those registered in first
quarter 2006 (+47%).  Approximately 68% of the overall
subscriber base was prepaid and 32% was postpaid.  Subscribers
with GSM technology represented 91% of the total subscriber base
at the end of first quarter 2007.

Total voice traffic, in minutes, increased by 34% vs. first
quarter 2006, while outgoing SMS traffic increased from an
average of 440 million messages per month to an average of 762
million (+73%).  Moreover, the proportion of value-added
services in the average monthly Revenue per User reached 27% in
first quarter 2007.

In this context, revenues totaled ARS1,180 million, increasing
ARS369 million (+45%).  Service revenues increased by 48%, while
handset sales increased by 25%.  ARPU amounted to ARS37 in first
quarter 2007.

During the quarter, Personal continued with its strategy of
strengthening technological innovation by launching the latest
generation of value-added services, such as "Personal Cam" (life
images through the web portal); and "SMS to fixed" (text
messages that can be sent to a fixed line telephone).  Personal
has also been the first operator offering Blackberry Pearl, with
more features and a latest generation design.

In addition, Personal continued its customer loyalty program
Club Personal with specific activities designed for the summer
season.  Meanwhile, the development of the network and
commercial channels continued, mainly in the Southern Region, in
order to improve service quality and customer attention to
Personal's subscribers.

                           Nucleo

Personal's controlled subsidiary that operates in Paraguay,
generated revenues equivalent to ARS92 million (+35% when
compared to first quarter 2006).

The subscriber base as of March 31, 2007 reached approximately
1.3 million, +93% vs. first quarter 2006.  Prepaid and Postpaid
customers represented 88% and 12%, respectively while GSM
subscribers represented 80% of the overall subscriber base.

                Consolidated Operating Costs

The Cost of Services Provided, Administrative Expenses and
Selling Expenses totaled ARS1,697 million in first quarter 2007,
which represents an increase of ARS283 million or +20% vs first
quarter 2006 with the following breakdown:

   -- Salaries and Social Security Contributions: totaled
      ARS214 million (+13%), affected by wage adjustments and
      headcount increases generated by the growth in the
      business.

   -- Taxes: amounted to ARS161 million (+40%), mainly due to
      direct taxes on sales.

   -- Agents and Prepaid Card Commissions totaled US$177
      million, (+61%), as a consequence of the growth in the
      subscriber base in the cellular business and increased
      prepaid traffic sales.

   -- Advertising: expenditures reached ARS62 million (+72%),
      related to brand positioning campaigns and the acquisition
      of new cellular and Internet customers.

   -- Cost of cellular handsets: increased to ARS197 million
      (+10%) due to the increase in handset sales related to the
      subscriber growth and handset upgrades.

   -- TLRD (termination charges in third party cellular
      networks) and Roaming: increased to ARS177 million (+42%)
      due to increased traffic among cellular operators, in line
      with the significant expansion of the market.

   -- Allowance for Doubtful Accounts: amounted to ARS19 million
      (+6%), remaining below 1% of net revenues.

   -- Depreciation of Fixed and Intangible Assets decreased to
      ARS330 million (+ARS13 million in the cellular business, -
      ARS32 million in Voice, data & Internet business).

            Consolidated Financial And Holding Results

Financial and Holding Results resulted in a loss of ARS132
million, as compared to the ARS183 million loss registered in
first quarter 2006.  The difference is mainly due to lower
financial interest expenses related to the reduction of the
financial indebtedness.

                     Net Financial Debt

As of March 31, 2007, Net Debt (Loans before the effect of NPV
valuation, minus Cash, Banks, Current Investments and Other
credits derived from derivative Investments) amounted to
ARS3,222 million, a reduction of ARS804 million as compared to
March 31, 2006.  Interest accrued on financial debt totaled
ARS80 million.

It is worth mentioning that on April 16, Telecom Argentina
cancelled the remaining 25% of the principal amortization
originally scheduled for Oct. 15, 2009, and 31.8% of the
principal amortization originally scheduled for April 15, 2010,
of its Series A and B Notes, in an amount approximately
equivalent to US$81 million.

             Consolidated Capital Expenditures

A total amount of ARS198 million invested in fixed and
intangibles assets was allocated to the cellular business (ARS94
million) and the Voice, data and Internet business (ARS104
million).

In the Fixed-line business, the Company focused its efforts on
the deployment of a new generation network based on IP
technology.  Additionally, investments were allocated to the
development of important IT projects, such as the new ERP
system.

In the Cellular business, expenditures continued to be focused
in the GSM/GPRS/EDGE network deployment in the South Region and
the extension of its capacity in AMBA and North Regions.  In
addition, the Group continues with the development of value-
added services.

                     Recent Developments

Sale of Publicom

As of April 12, 2007, Telecom sold Publicom, the company
specialized in Directories, for approximately US$60 million.

The operation of Publicom has been consolidated in the Financial
Statements in a special item as discontinued operations.

New Organizational Structure

The Telecom Group has implemented a new organization model in
order to facilitate the synergy among fixed communications,
mobile, broadband and contents.

In this new scheme, the business management gets a unified
vision, under the responsibility of a Director of Operations,
with four units: Mobile Telephony, Network, Fixed Telephony --
Residential and SMEs - and Fixed Telephony -- Large Accounts and
Wholesale.  The corporative functions were grouped under the
responsibility of the Director of Corporate Affairs.

New Chairman

As of April 27, 2007, the Board of Directors of Telecom
Argentina appointed Lic. Carlos A. Felices as Chairman of the
Group.

                        About Telecom

Telecom is the parent company of a leading telecommunications
group in Argentina, where it offers directly or through its
controlled subsidiaries local and long distance fixed-line
telephony, cellular, data transmission and Internet services,
among other services.  Additionally, through a controlled
subsidiary, the Telecom Group offers cellular services in
Paraguay.  The Company commenced operations on Nov. 8, 1990,
upon the Argentine Government's transfer of the
telecommunications system in the northern region of Argentina.

                    About Nortel Inversora

Nortel Inversora S.A., which acquired the majority of the
Company from the Argentine government, holds 54.74% of Telecom's
common stock.  Nortel is a holding company where the common
stock (approximately 68% of capital stock) is owned by Sofora
Telecomunicaciones S.A.  Additionally, Nortel capital stock is
comprised of preferred shares that are held by minority
shareholders.

As of March 31, 2007, Telecom had 984,380,978 shares
outstanding.

                   About Telecom Argentina

Headquartered in Buenos Aires, Telecom Argentina S.A. --
http://www.telecom.com.ar/index-flash.html-- is the fixed-line  
operator for local and long-distance services in northern and
southern Argentina.  It also provides cellular and PCS phone
services in Argentina, as well as in Paraguay through a 68%
stake in Nocleo.  France Telecom formerly controlled the company
through its Nortel Inversora venture with Telecom Italia.
France Telecom sold most of its stake in 2003 to the Werthein
Group, an Argentine agricultural concern owned in part by vice
chairman Gerardo Werthein.  Nortel continues to be Telecom
Argentina's largest shareholder with a 55% stake.  Nortel is
owned by Sofora, a consortium owned by Telecom Italia (50%), the
Werthein Group (48%), and France Telecom (2%).

                        *     *     *

As reported on Oct 11, 2006, Standard & Poor's Ratings Services
raised Telecom Argentina S.A.'s counterparty credit rating to
B+/Stable/ from B/Stable following the upgrade of the Republic
of Argentina to 'B+' from 'B'.




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


PINNACLE ENTERTAINMENT: Deutsche Bank Keeps Buy Rating on Firm
--------------------------------------------------------------
Newratings.com reports that Deutsche Bank Securities analysts
have kept their "buy" rating on Pinnacle Entertainment Inc's
shares.

According to Newratings.com, the target price for Pinnacle
Entertainment's shares was decreased to US$40.0 from US$42.0.

The analysts said in a research note published on May 9 that
Pinnacle Entertainment disclosed robust results for the first
quarter 2007.  

The analysts told Newratings.com that "2007 is likely to be a
transition year for Pinnacle Entertainment."

There is an advantage to Pinnacle Entertainment's share price,
given its development pipeline, Newratings.com states, citing
Deutsche Bank.

Headquartered in Las Vegas, Nevada, Pinnacle Entertainment Inc.
(NYSE: PNK) -- http://www.pnkinc.com/-- owns and operates
casinos in Nevada, Louisiana, Indiana and Argentina, owns a
hotel in Missouri, receives lease income from two card club
casinos in the Los Angeles metropolitan area, has been licensed
to operate a small casino in the Bahamas, and owns a casino site
and has significant insurance claims related to a hurricane-
damaged casino previously operated in Biloxi, Mississippi.
Pinnacle opened a major casino resort in Lake Charles, Louisiana
in May 2005 and a new replacement casino in Neuquen, Argentina
in July 2005.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2006,
Moody's Investors Service's confirmed Pinnacle Entertainment
Inc.'s B2 Corporate Family Rating.

At the same time, Standard & Poor's Ratings Services affirmed
its 'BB-' rating and '1' recovery rating following Pinnacle
Entertainment Inc.'s US$250 million senior secured bank facility
add-on.




=============
B E R M U D A
=============


GLOBAL CROSSING: Completes Acquisition of IMPSAT for US$347 Mil.
----------------------------------------------------------------
Global Crossing Limited has completed its acquisition of IMPSAT
Fiber Networks, Inc.  Global Crossing has secured all regulatory
approvals, satisfied closing conditions and anticipates a
seamless integration of Impsat into its business.

Global Crossing acquired the Latin American telecommunications
company for a total transaction value of approximately US$347
million, comprised of approximately US$95 million in equity,
US$26 million of assumed indebtedness and repayment of $226
million of indebtedness.  A portion of the funds used to
consummate the merger was financed from the proceeds of an
offering of 9.875% senior notes due 2017 by GC Impsat Holdings I
Plc, a subsidiary of Global Crossing.  Global Crossing used
approximately US$160 million in cash to fund the remainder of
the transaction and associated costs, and no capital stock was
issued in conjunction with the acquisition.

"The acquisition of Impsat further strengthens our position as
both a regional and global leader in delivering next-generation
IP communication solutions to enterprises and carriers," said
John Legere, Global Crossing's chief executive officer.  "With
our newly expanded operations and the combined companies' deep
bench of knowledgeable salespeople and dedicated support staff,
Global Crossing is well positioned to be the communications
provider of choice for enterprises and carriers doing business
in, or with, Latin America."

The acquisition of Impsat underscores Global Crossing's position
as a leading independent provider of global telecommunications
services.  While adding depth and breadth to Global Crossing's
network and service offering in Latin America, the acquisition
globalizes Impsat's regional network and provides customers with
enhanced converged IP products and services.  Global Crossing
customers will benefit from an expanded, robust end-to-end
service portfolio in the region, as Global Crossing will
incorporate many of Impsat's products and services into its own
offerings, available to customers around the world.

Global Crossing also announced the appointment of Jose Antonio
Rios, the company's international president, as chairman of the
board of directors of Global Crossing's Latin American business.  
Hector Alonso, who will also serve on the board, was named
managing director for the region.  Mr. Alonso, who has an
extensive telecom background, served as the chief financial
officer of Impsat for the past seven years.  In addition to
Mr. Rios and Mr. Alonso, the board of Global Crossing Latin
America will be comprised of several members of Global
Crossing's leadership team, including David Carey, Jean
Mandeville, John McShane and Dan Wagner.

"The global reach and world-class services now available to
customers through Global Crossing's network will enhance the
competitive positioning of businesses across Latin America,"
commented Jose Antonio Rios.  "With Hector's strong leadership,
our Latin American business is well positioned to leverage the
benefits of our expanded service offerings and more extensive
reach for both longstanding and new customers."

Global Crossing and Impsat have had a commercial relationship
since 2000, when Global Crossing selected Impsat as one of its
providers of Point of Presence facilities for Global Crossing's
Latin American network, known as South American Crossing.  
Impsat has also been a customer of Global Crossing in Latin
America since 2000.

"Thanks to the long-standing working relationship between Impsat
and Global Crossing, we're confident that the integration of our
business operations and networks will be seamless for
customers," said Hector Alonso.  "Our expanded regional presence
offers an unbeatable combination of local support and expertise,
backed by an IP network with global scope and leading- edge
capabilities."

As Global Crossing's second significant acquisition in the past
six months, Impsat, like Fibernet in the UK, will accelerate the
company's strategy to provide converged IP services to
enterprises and carriers globally.  As a leading Latin American
provider of IP, hosting and value-added data solutions, Impsat
adds more than 4,000 customers to Global Crossing's ranks.  
Impsat is known for its world-class sales and customer care team
with a local presence in seven Latin American countries.  
Impsat's extensive IP-based intercity network, 15 metropolitan
networks and 15 advanced hosting centers will provide greater
breadth of services and coverage to Global Crossing's Latin
American operations.  Full integration is expected to be
completed within twelve to eighteen months.

In addition, on May 9, 2007, Impsat completed its previously
announced tender offer for its Series A 6-percent senior
guaranteed convertible notes due 2011 and its Series B 6-percent
senior guaranteed convertible notes due 2011, pursuant to its
Offer to Purchase and Consent Solicitation Statement, dated
Jan. 29, 2007.  The tender offer expired at 5:00 p.m. EDT, on
May 9, 2007.

Impsat is accepting for payment all validly tendered Notes,
consisting of US$92 million in aggregate principal amount at
maturity of Notes, representing approximately 99 percent of the
outstanding Notes.  The supplemental indentures executed in
connection with the merger become operative May 10, 2007.

                      About Impsat Fiber

IMPSAT Fiber Networks Inc. (OTC: IMFN.OB) --
http://www.impsat.com/-- provides private telecommunications        
networks and Internet services in Latin America.  The company
owns and operates 15 metropolitan area networks in some of the
largest cities in Latin America and has 15 facilities to provide
hosting services, providing services to more than 4,500 national
and multinational client.  IMPSAT has operations in Argentina,
Colombia, Brazil, Venezuela, Ecuador, Chile, Peru and the United
States.

                     About Global Crossing

Headquartered in Florham Park, New Jersey, Global Crossing Ltd.
(NASDAQ: GLBC) -- http://www.globalcrossing.com/-- provides  
telecommunication  services over the world's first integrated
global IP-based network, which reaches 27 countries and more
than 200 major cities around the globe including Bermuda,
Argentina, Brazil, and the United Kingdom.  Global Crossing
serves many of the world's largest corporations, providing a
full range of managed data and voice products and services.  The
company filed for chapter 11 protection on Jan. 28, 2002 (Bankr.
S.D.N.Y. Case No. 02-40188).  When the Debtors filed for
protection from their creditors, they listed US$25,511,000,000
in total assets and US$15,467,000,000 in total debts.  Global
Crossing emerged from chapter 11 on Dec. 9, 2003.

At Dec. 31, 2006, Global Crossing Ltd.'s balance sheet showed a
US$195 million stockholders' deficit, compared to a
US$173 million stockholders' deficit at Dec. 31, 2005.


GLOBAL CROSSING: Incurs US$120 Million Net Loss in First Quarter
----------------------------------------------------------------
Global Crossing Ltd. posted a US$120 million net loss for the
three months ended March 31, 2007, compared to a US$108 million
net loss for the same period in 2006.

During the first quarter of 2007, Global Crossing continued to
grow consolidated revenue on a sequential basis.  In the first
quarter, the company reported US$504 million of consolidated
revenue, an increase of US$16 million or 3 percent from the
fourth quarter, when consolidated revenue was US$488 million.  
On a year-over-year basis, consolidated revenue expanded by 11
percent compared with the first quarter of 2006.

The company's core enterprise, carrier data and indirect
channels segment, also referred to as its "invest and grow"
segment, saw revenue increase by 9 percent sequentially to
US$381 million in the first quarter, compared with US$351
million in the fourth quarter of 2006.  The "invest and grow"
segment improved 33 percent year over year, from US$286 million
in the first quarter of 2006.  In the regions excluding the UK,
the "invest and grow" segment generated US$240 million in the
first quarter, a 10 percent sequential increase and 28 percent
year over year.  The company's GCUK subsidiary generated US$141
million in "invest and grow" revenue in the first quarter,
compared with US$133 million in the fourth quarter of 2006 and
US$98 million in the first quarter of 2006.

Demonstrating the company's continued actions to reduce low-
margin revenue and associated costs, wholesale voice revenue
declined to US$122 million in the first quarter, compared with
US$135 million in the fourth quarter of 2006 and US$168 million
in the first quarter of 2006.

Adjusted gross margin (as defined in the attached schedules) for
the consolidated business was reported at 44 percent of revenue
or US$220 million in the first quarter, a 3 percent sequential
increase and 29 percent year over year.  "Invest and grow"
adjusted gross margin was 54 percent of revenue or US$207
million in the first quarter, compared with US$196 million and
US$150 million in the fourth and first quarters of 2006,
respectively.  Consolidated adjusted gross margin for the first
quarter of 2007 was adversely impacted by approximately US$7
million in certain regulatory charges and other customer-
specific items that increased cost of access expense.

                            Costs

Cost of access expense for the first quarter was US$284 million,
compared with US$274 million in the fourth quarter and US$285
million in the first quarter of 2006.  Cost of revenue -- which
includes cost of access; technical real estate, network and
operations; third party maintenance; and cost of equipment sales
-- was US$421 million in the first quarter, compared with US$403
million and US$401 million in the fourth and first quarters of
2006, respectively.  The sequential increase in cost of revenue
expense was comprised of higher cost of access expense resulting
from revenue growth and the US$7 million associated with
regulatory charges and customer-specific items noted above;
higher real estate, network and operations costs mainly driven
by retention bonuses and performance-based stock compensation
accruals; and the increase in higher cost of equipment sales
associated with large customers outside of the UK purchasing
capacity and equipment.

Sales, general and administrative expenses were US$106 million
in the first quarter, compared with US$79 million in the fourth
quarter and US$100 million in the first quarter of 2006.  The
sequential increase was primarily attributable to stock and
incentive compensation; higher property and non-income taxes;
severance costs, higher employee-related benefits that are
normally greater at the beginning of the year; and higher sales
costs resulting from strong revenue growth.  SG&A was adversely
impacted by approximately US$5 million of unexpected items in
the first quarter.

To improve the company's results, management has identified and
begun implementation of initiatives to generate operational
savings of at least US$20 million per annum, with up to US$15
million of savings anticipated for 2007.  These actions include
organizational realignment and functional consolidation
resulting in headcount reductions; outsourcing of some third
party maintenance; and reduction of discretionary expenses.

                          Earnings

Global Crossing's adjusted EBITDA less non-cash stock
compensation was reported as a loss of US$8 million.  This
compared to adjusted cash EBITDA of US$12 million in the fourth
quarter and an adjusted cash EBITDA loss of US$33 million in the
first quarter of last year.  The sequential variance was
attributable to the higher costs, including the US$7 million
regulatory and customer-specific charges and US$5 million of
unexpected SG&A items, partially offset by increased gross
margin.

Consolidated net loss applicable to common shareholders was
US$121 million for the first quarter, compared with a loss of
US$90 million in the fourth quarter of 2006 and US$109 million
in the first quarter of 2006.  The sequential increase in net
loss was attributed to:

   * US$20 million lower adjusted cash EBITDA;

   * a US$9 million increase in stock-based compensation;

   * a US$4 million increase in net interest expenses due to the
     add-on notes issued by GCUK in December and interest on
     Impsat notes issued in February; and

   * a US$21 million reduction in other income (comprised of a
     US$16 million gain on settlement of contracts due to the
     Fibernet acquisition in the fourth quarter, US$8 million
     expense of deferred financing fees related to the Impsat
     bridge loan in the first quarter, partially offset by
     US$2 million in foreign exchange gains).

These variances were partially offset by US$28 million of lower
income tax provisions.

                     Impsat Acquisition

Global Crossing completed its acquisition of Impsat last week
for a total estimated transaction value of US$347 million,
comprised of approximately US$95 million in equity, US$26
million of assumed indebtedness and repayment of US$226 million
of indebtedness.  A portion of the funds used to consummate the
merger was financed from the proceeds of an offering, arranged
by Credit Suisse, of 9.875-percent senior notes due 2017 by GC
Impsat Holdings I Plc, a subsidiary of Global Crossing.  Global
Crossing used approximately US$160 million in cash to fund the
remainder of the transaction and associated costs.  No capital
stock was issued in conjunction with the acquisition.

"Today we're proud to be closing our acquisition of Impsat -- a
business that fits solidly into Global Crossing's strategy of
selling IP and data services to enterprises and carriers around
the world," said John Legere, Global Crossing's chief executive
officer.  "Like Fibernet in the UK, Impsat will further enhance
the momentum we've already achieved in our 'invest and grow'
segment by adding product capabilities and growth potential, as
well as solid financial results."

While Impsat's first quarter results are not reflected in Global
Crossing's financial results, they are expected to contribute
positively to the second quarter performance commencing on the
May 9, 2007 closing date.  On a standalone basis, Impsat's
unaudited results for the first three months of 2007 included
revenue of US$78 million and EBITDA of US$19 million.
    
              First Quarter Operational Highlights

Global Crossing continued to invest in its VoIP platform during
the first quarter, adding VoIP Local Service in Hong Kong and
Italy, as well as 83 additional communities in the U.S. The
company brought its VoIP Outbound Service to 14 more countries
in Europe, Latin America and the Asia Pacific region, and
enriched its VoIP Professional Services portfolio, partnering
with Avaya to launch Global Crossing Managed IP Telephony
Solutions(TM).  Rounding out its first quarter converged IP
service introductions, Global Crossing incorporated Network
Integrity into its IP VPN solution, adding monitoring and
control features, and it restructured collaboration services to
significantly reduce provisioning time for wholesale customers.

Momentum from these new and existing services propelled Global
Crossing's IP traffic, which grew roughly 20 percent during the
first quarter of 2007 compared to the prior quarter, and 176
percent compared with the same time last year.  VPN traffic
increased 24 percent quarter over quarter and 120 percent year
over year. IP-interconnected VoIP traffic jumped nearly 24
percent during the quarter and 147 percent year over year.

                      Cash and Liquidity

As of March 31, 2007, Global Crossing had US$378 million of cash
and cash equivalents.  The company's US$81 million of cash use
for the quarter included US$18 million of financing and
acquisition fees.  The remainder of cash used was attributable
to adjusted cash EBITDA losses, increased expenditures made to
strategic access vendors and capital expense.  Cash used for
capital expenditures and principal on capital leases and long-
term debt was US$45 million in the first quarter.  These cash
expenditures were offset by US$21 million in proceeds from the
sale of indefeasible rights of use (IRUs).

On May 9, 2007, the company borrowed US$250 million under a
five-year senior secured term loan agreement with Goldman Sachs
and Credit Suisse as joint book runners, which yielded net cash
proceeds of US$241 million after payment of fees and expenses.  
The proceeds will be used to refinance the company's existing
US$55 million working capital facility with Bank of America
(including the provision of cash collateral for letters of
credit), to provide additional liquidity necessitated
principally by cash used to close the Impsat acquisition and to
reduce days payable with key access vendors during the first and
second quarters.  The improved relationship with key vendors has
enabled and will continue to enable more favorable access price
negotiation and operational throughput.  The company expects to
have sufficient liquidity to fund ongoing working capital needs
and other cash requirements until its operations generate
sustainable positive cash flow.

The new term loan is expected to bear interest of Libor plus 6
percent; has significant financial maintenance covenants; and
has repayment premiums of 103 percent in the first year, 102
percent in the second year and 101 percent in the third year.  
Certain terms, including the interest rate, are subject to
adjustment by the joint book runners during the syndication
process.  The loan is secured by substantially all of Global
Crossing's worldwide assets excluding GCUK and Global Crossing's
Latin American assets, including Impsat.

In connection with the establishment of the term loan facility,
the company's majority shareowner, ST Telemedia, has agreed to
immediately subordinate the security of their mandatorily
convertible notes to the term loan, and to convert the notes
within 120 days.  ST Telemedia will receive common stock and
warrants totaling 16.58 million shares, plus US$7.5 million in
cash.

In addition, on May 9, 2007, Impsat completed its previously
announced tender offer for its Series A 6-percent senior
guaranteed convertible notes due 2011 and its Series B 6-percent
senior guaranteed convertible notes due 2011, pursuant to its
Offer to Purchase and Consent Solicitation Statement, dated
Jan. 29, 2007.  The tender offer expired at 5:00 p.m. EDT, on
May 9, 2007.

On May 10, 2007, Impsat announced that it is accepting for
payment all validly tendered Notes, consisting of US$92 million
in aggregate principal amount at maturity of Notes, representing
approximately 99 percent of the outstanding Notes.  The
supplemental indenture executed in connection with the merger
became operative May 10, 2007.

                             Guidance

The company has revised its full-year guidance for adjusted cash
EBITDA to reflect lower adjusted cash EBITDA reported in the
first quarter, primarily as a result of the unusual items
discussed above and the delayed closing of the Impsat
acquisition.  The company has also revised its cash use for 2007
to reflect the reduced adjusted cash EBITDA guidance, higher
working capital and interest on the new debt instrument.  The
company expects that the results generated in the second half of
2007 and exit rates into 2008 will remain substantially the same
as provided in the guidance given on March 15, 2007.

                     About Global Crossing

Headquartered in Florham Park, New Jersey, Global Crossing Ltd.
(NASDAQ: GLBC) -- http://www.globalcrossing.com/-- provides  
telecommunication  services over the world's first integrated
global IP-based network, which reaches 27 countries and more
than 200 major cities around the globe including Bermuda,
Argentina, Brazil, and the United Kingdom.  Global Crossing
serves many of the world's largest corporations, providing a
full range of managed data and voice products and services.  The
company filed for chapter 11 protection on Jan. 28, 2002 (Bankr.
S.D.N.Y. Case No. 02-40188).  When the Debtors filed for
protection from their creditors, they listed USUS$25,511,000,000
in total assets and US$15,467,000,000 in total debts.  Global
Crossing emerged from chapter 11 on Dec. 9, 2003.

At March 31, 2007, Global Crossing Ltd.'s balance sheet showed a
US$290 million stockholders' deficit, compared to a USUS$195
million stockholders' deficit at Dec. 31, 2006.


GLOBAL CROSSING: Names Jose Antonio Rios as LatAm Biz Chair
-----------------------------------------------------------
Global Crossing Ltd. has appointed Jose Antonio Rios as
chairperson of its Latin American operations, Business News
Americas reports.

BNamericas relates that Global Crossing also named Hector Alonso
as its managing director for its operations in the Latin
American region.

Mr. Rios told BNamericas, "Our Latin American business is well
positioned to leverage the benefits of our expanded service
offerings and more extensive reach for both longstanding and new
customers."

With the Impsat Fiber acquisition, Global Crossing will add
about 1,200 workers to the firm's previous 150.  It would also
significantly increase Global Crossing's revenue from enterprise
services, BNamericas notes, citing Mr. Rios.

"This has been a very simple integration process because both
companies have been working together since 2000 and Impsat
really adds onto our enterprise a global services offering that
has grown monumentally over the last four or five years," Mr.
Rios commented to BNamericas.

Headquartered in Florham Park, New Jersey, Global Crossing Ltd.
(NASDAQ: GLBC) -- http://www.globalcrossing.com/-- provides
telecommunication  services over the world's first integrated
global IP-based network, which reaches 27 countries and more
than 200 major cities around the globe including Bermuda,
Argentina, Brazil, and the United Kingdom.  Global Crossing
serves many of the world's largest corporations, providing a
full range of managed data and voice products and services.  The
company filed for chapter 11 protection on Jan. 28, 2002 (Bankr.
S.D.N.Y. Case No. 02-40188).  When the Debtors filed for
protection from their creditors, they listed US$25,511,000,000
in total assets and US$15,467,000,000 in total debts.  Global
Crossing emerged from chapter 11 on Dec. 9, 2003.

At Dec. 31, 2006, Global Crossing Ltd.'s balance sheet showed a
US$195 million stockholders' deficit, compared to a US$173
million stockholders' deficit at Dec. 31, 2005.


IMPSAT FIBER: Global Crossing Completes Acquisition of Firm
-----------------------------------------------------------
Global Crossing Ltd. said in a statement that it has completed
its acquisition of Impsat Fiber Networks.

Global Crossing told Business News Americas that it has received
all regulatory approvals to complete the merger.

As reported in the Troubled Company Reporter-Latin America on
May 8, 2007, Venezuelan telecoms regulator Conatel ratified the
merger between Global Crossing Ltd. and Impsat Fiber.  

BNamericas relates that Global Crossing acquired Impsat Fiber
for a total value of US$347 million, comprising:

          -- almost US$95 million in equity,

          -- US$26 million of debt they are assuming from Impsat
             Fiber, and

          -- US$226 million in bonds Global Crossing will pay
             off on Impsat Fiber's behalf.

According to BNamericas, a part of the funds used to carry out
the merger was funded from the proceeds of an offering of senior
notes due 2017 by Impsat Fiber.

Global Crossing Chief Executive Officer John Legere told
BNamericas, "The acquisition of Impsat further strengthens our
position as both a regional and global leader in delivering
next-generation IP communication solutions to enterprises and
carriers."

Global Crossing said in a statement that the acquisition
globalizes Impsat Fiber's regional network and gives clients
improved converged Internet protocol products and services.

                     About Global Crossing

Headquartered in Florham Park, New Jersey, Global Crossing Ltd.
(NASDAQ: GLBC) -- http://www.globalcrossing.com/-- provides
telecommunication  services over the world's first integrated
global IP-based network, which reaches 27 countries and more
than 200 major cities around the globe including Bermuda,
Argentina, Brazil, and the United Kingdom.  Global Crossing
serves many of the world's largest corporations, providing a
full range of managed data and voice products and services.  The
company filed for chapter 11 protection on Jan. 28, 2002 (Bankr.
S.D.N.Y. Case No. 02-40188).  When the Debtors filed for
protection from their creditors, they listed US$25,511,000,000
in total assets and US$15,467,000,000 in total debts.  Global
Crossing emerged from chapter 11 on Dec. 9, 2003.

                      About Impsat Fiber

IMPSAT Fiber Networks Inc. (OTC: IMFN.OB) --
http://www.impsat.com/-- provides private telecommunications        
networks and Internet services in Latin America.  The company
owns and operates 15 metropolitan area networks in some of the
largest cities in Latin America and has 15 facilities to provide
hosting services, providing services to more than 4,500 national
and multinational client.  IMPSAT has operations in Argentina,
Colombia, Brazil, Venezuela, Ecuador, Chile, Peru and the United
States.

                     Going Concern Doubt

In its audit report on the consolidated financial statements for
year ended Dec. 31, 2006, auditors working for Deloitte & Touche
LLP noted that IMPSAT Fiber Networks, Inc.'s current liquidity
position, high debt obligations, and negative operating results
raise substantial doubt as to its ability to continue as a going
concern.


SEA CONTAINERS: Can Enter Into US$176 Mil. DIP Lending Agreement
----------------------------------------------------------------
Sea Containers, Ltd. and its debtor-affiliates obtained
permission from the Honorable Kevin J. Carey of the U.S.
Bankruptcy Court for the District of Delaware to execute and
enter into a commitment letter with its debtor-in-possession
lenders, Caspian Capital Partners LP, Dune Capital LP and
Trilogy Capital LLC.

The DIP lenders have committed to provide the Debtors with a
senior secured debtor-in-possession credit facility of up to
US$176,500,000.

Judge Carey finds that SCL's decision to enter into the
Commitment Letter with Caspian Capital and certain other lenders
is reasonable and appropriate under the circumstances.

The Court also approves the indemnification obligations
contemplated under the Commitment Letter, provided that in no
event will the DIP Lenders be indemnified for actions taken in
their capacity as members of the SCL Creditors Committee.

The DIP Lenders' right to receive the expenses and the
indemnified amounts will be superiority administrative expenses
in the Debtors' bankruptcy cases and will be payable pursuant to
the terms of the Commitment Letter without any further Court
order, Judge Carey rules.

                      Prior Responses

GE Capital Container SRL and GE Capital Container Two SRL
complained that they do not have sufficient opportunity to fully
analyze the Debtors' proposed DIP Facility due to, among others,
the shortened notice and lack of definitive documents to review.

The Debtors seek to incur more than US$175,000,000 of new
obligations, with priority over all existing claims against Sea
Containers Ltd., including those of GE Capital and other
creditors, Howard A. Cohen, Esq., at Drinker Biddle & Reath LLP,
in Wilmington, Delaware, pointed out.

The Debtors are also seeking approval of a Commitment Letter
with Caspian Capital Partners LP and other lenders for a
postpetition financing facility on a very short notice, leaving
the creditors with only four days over a holiday weekend in the
United Kingdom to review and consider the Commitment Letter
Motion and related documents, Mr. Cohen contended.

The Proposed Facility appears to contain numerous potentially
objectionable elements, Mr. Cohen argued.  For instance, the DIP
Facility would refinance an obligation of Sea Containers SPC
Ltd., a non-debtor affiliate, that is not guaranteed by the
Debtors through the incurrence of debt by SCL.

The Proposed Facility grants superpriority status to claims
against SCL, which will effectively subordinate the legitimate
claims of the Debtors' creditors, Mr. Cohen told the Court.

In addition, the granting of superpriority status of certain
claims results in a breach of covenants in GE SeaCo's
organizational documents that forbids a pledge of SCL's interest
in the Class A Quotas of GE SeaCo SRL, Mr. Cohen emphasized.

Also, a condition precedent to the Proposed Facility is
acknowledgment in a final order authorizing the facility that
the Proposed Lenders' new role as secured, superpriority
creditors of SCL does not create a conflict with their role as
member of SCL's statutory committee of unsecured claimholders or
mandate their removal from the committee, Mr. Cohen pointed out.  
"The Motion does not highlight this condition and contains no
explanation of how a secured, superpriority creditor's interest
would not conflict with those of SCL's unsecured creditors," Mr.
Cohen said.

                    About Sea Containers

Based in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight        
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, 2006, the company's common shares
and senior notes were suspended from trading on the NYSE and
NYSE Arca after the company's failure to file its 2005 annual
report on Form 10-K and its quarterly reports on Form 10-Q
during 2006 with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).  
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP.  Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers Ltd.
disclosed total assets of US$62,400,718 and total liabilities of
US$1,545,384,083.  (Sea Containers Bankruptcy News, Issue
No. 16; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

The Debtors' exclusive period to file a chapter 11 plan of
reorganization expires on June 12, 2007.


SEA CONTAINERS: U.K. Regulator Reissues FSD Warning
---------------------------------------------------
The United Kingdom Government Pensions Regulator reissued a
warning notice on April 26, 2007, to Sea Containers Ltd., that
it may exercise its powers to issue financial support directions
to the company under relevant UK pensions legislation, according
to a U.S. Securities and Exchange Commission filing.

The UK Regulator previously issued its first FSD warning on
Oct. 19, 2006, with respect to Sea Containers 1983 Pension
Scheme and the Sea Containers 1990 Pension Scheme.

The 1983 and 1990 Pension Schemes are multi-employer defined
benefit pension plans of Sea Containers Services Ltd., a U.K.
subsidiary of the company.  If FSDs are issued to SCL, it may be
liable to make a financial contribution to one or both of the
Schemes.

The Trustees of the Schemes or their actuary have advised SCL
that their current estimates of the cost of winding up the
Schemes, including the cost of purchasing annuities to pay
projected benefit obligations to Scheme participants, would be:

   -- approximately GBP107,000,000 or US$201,000,000 for the
      1983 Scheme, after giving effect to the withdrawal of a GE
      SeaCo SRL subsidiary from the 1983 Scheme; and

   -- approximately GBP27,000,000 or US$51,000,000 for the 1990
      Scheme.

Because the Schemes are multi-employer plans, the liabilities
under them are shared among the participating companies.

SCL has responded to the original warning notices, asserting
that it would not be reasonable to issue an FSD, and actively
engaged with the UK Regulator to persuade it of this concern,
Robert MacKenzie, president and chief executive officer of SCL,
notes.

A response on the second FSD warning is due by May 14, 2007.

The UK Regulator says the reissue is not meant to prejudice
attempts to resolve matters by alternative means but sees no
benefit in delaying crystallizing a potential liability.

SCL is preparing a response maintaining that it is not
reasonable under the circumstances for the UK Regulator to issue
an FSD, Mr. MacKenzie relates in the SEC filing.

The UK Regulator has indicated that its Determination Panel will
consider the matter on June 12 and 13, 2007.

                     About Sea Containers

Based in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight        
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).  
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP.  Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers Ltd.
disclosed total assets of US$62,400,718 and total liabilities of
US$1,545,384,083.  (Sea Containers Bankruptcy News, Issue
No. 16; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

The Debtors' exclusive period to file a chapter 11 plan of
reorganization expires on June 12, 2007.




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


INT'L PAPER: To Shut Down Milk Carton Plant in Montreal on July
---------------------------------------------------------------
International Paper will shut down its milk and cream carton
manufacturing plant located in Longueuil on the South Shore of
Montreal, Canada.  The closure was announced by Evergreen
Printing, which acquired International Paper a few weeks ago.

The 36 members of Teamsters Local Union 555M will thus lose
their jobs next July.

In addition to the plant on the South Shore of Montreal,
Evergreen Printing will also be shutting down plants in London,
Ontario, and Boston, Massachusetts.  The Longueuil plant was
considered as one of the most profitable in the industry in
North America.

"We are both disappointed and angered by the company's decision.
We wrongfully believed that a profitable and productive plant
would protect our members from a hostile and unjustified
restructuring effort," stated with indignation the president of
Teamsters Local Union 555M, Larry Myles.

"Since several months now, Evergreen Printing's American plants
have difficulty filling their order books.  It's the main reason
for the shutdown of the Longueuil plant.  Even so, labour
relations were great before International Paper was acquired by
Evergreen and we had confidence in the future," added Myles.

For the first quarter of 2007, International Paper declared
dividends of US$0.25 per share.  That was before it was sold to
Evergreen Printing.

"The question now at hand is whether the big clients of the
Longueuil plant, Natrel, Saputo and Parmalat, will accept to
have their cartons printed south of the border.  I do hope that
they decide to act like good corporate citizens," concluded
Myles.

                  About International Paper

Based in Stamford, Connecticut, International Paper Co.
(NYSE: IP) -- http://www.internationalpaper.com/-- is in the   
forest products industry for more than 100 years.  The company
is currently transforming its operations to focus on its global
uncoated papers and packaging businesses, which operate and
serve customers in the U.S., Europe, South America and Asia.  
Its South American operations include, among others, facilities
in Argentina, Brazil, Bolivia, and Venezuela.  These businesses
are complemented by an extensive North American merchant
distribution system.  International Paper is committed to
environmental, economic and social sustainability, and has a
long-standing policy of using no wood from endangered forests.

                        *     *     *

International Paper Co. carries Moody's Investors Service Ba1
senior subordinate rating and Ba2 Preferred Stock rating.


PETROLEO BRASILEIRO: Reaches Accord on Refinery Sale to Bolivia
---------------------------------------------------------------
The government of Bolivia and YPFB have accepted Petroleo
Brasileiro SA aka Petrobras' proposal for the sale of the
Guillermo Eder Bell and Gualberto Villaroel refineries, both
located in Bolivia.

Bolivia's Hydrocarbons and Energy Minister, Carlos Villegas,
sent Petrobras a letter in which he agrees to the general terms
Petrobras set forth for the full sale of the company's stake in
the refineries for US$112 million.  The procedures for refinery
control transference and the form of payment will be made formal
in the upcoming days.

The value Petrobras proposed was calculated based on future cash
flow, as estimated by an independent international financial
institution in accordance with ordinary business practices.  
While the refineries were under Petrobras' control, they
generated positive cash flow, including dividend remittances.

The refinery value evaluation did not take the implications of
the Supreme Decree, which affects the exports of reconstituted
crude and white gasolines, into account.

Petrobras reasserts no change was made to the proposal it sent
YPFB.  It also reasserts Petrobras led the negotiations.  
Petrobras, in line with its strategy of internationalizing and
integrating its assets, invested in and modernized the
industrial park, adapting to the Bolivian market's profile, and
always focusing on profitability and on social and environmental
responsibility.

While it owned the refineries, Petrobras guided its operations
based on respect for the Bolivian laws and on the commitment to
provide quality fuels, at the amounts required to keep its
customers throughout Bolivia continuously supplied.

The Associated Press relates that the plants were constructed by
the Bolivian government, and then sold to Petroleo Brasileiro
for US$104 million in 1999.

The AP says that Bolivian President Evo Morales downplayed
Bolivia's disagreement with Brazil during the negotiations.  He
said that support from Brazil, which is much larger and richer
compared to Bolivia, is important.

President Morales told the AP that the Bolivia government
initially offered US$60 million for the plants.  However,
Petroleo Brasileiro wanted a price as high as US$200 million.

Petroleo Brasileiro wanted compensation for the original price
and the modernization investments it made since acquiring the
facilities.  Talks over the sale had caused tensions, with
Brazil threatening to reduce its Bolivian investments and seek
international arbitration, and President Morales barring
Petroleo Brasileiro from exporting petroleum products refined at
the two plants, the AP 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, 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.


* BOLIVIA: Reaches Accord with Petroleo Brasileiro on Plant Sale
----------------------------------------------------------------
Bolivian President Evo Morales told the Associated Press that
the government has reached an agreement with Brazilian state-
owned oil firm Petroleo Brasileiro SA regarding the sale of its
two oil refineries in the nation.

President Morales told the AP that Bolivia will buy back the
plants, which were formerly state-owned facilities, for US$112
million.

According to the AP, the plants were constructed by the Bolivian
government, and then sold to Petroleo Brasileiro for US$104
million in 1999.

The AP says that President Morales downplayed Bolivia's
disagreement with Brazil during the negotiations.  He said that
support from Brazil, which is much larger and richer compared to
Bolivia, is important.

President Morales told the AP that the Bolivia government
initially offered US$60 million for the plants.  However,
Petroleo Brasileiro wanted a price as high as US$200 million.

Petroleo Brasileiro wanted compensation for the original price
and the modernization investments it made since acquiring the
facilities.  Talks over the sale had caused tensions, with
Brazil threatening to reduce its Bolivian investments and seek
international arbitration, and President Morales barring
Petroleo Brasileiro from exporting petroleum products refined at
the two plants, the AP states.

                 About Petroleo Brasileiro

Headquartered in Rio de Janeiro, Brazil, Petroleo Brasileiro SA
aka Petrobras -- http://www2.petrobras.com.br/ingles/index.asp
-- was founded in 1953.  The company explores, produces,
refines, transports, markets, distributes oil and natural gas
and power to various wholesale customers and retail distributors
in Brazil.  Petrobras has operations in China, India, Japan, and
Singapore.

                        *     *     *

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




===========
B R A Z I L
===========


BANCO DO BRASIL: Merger with Besc Uncertain, Says Guido Mantega
---------------------------------------------------------------
Brazilian finance minister Guido Mantega told reporters that
Banco do Brasil's incorporation of former Santa Catarina state
bank Besc is not yet certain.

As reported in the Troubled Company Reporter-Latin America on
May 11, 2007, Brazilian President Luiz Inacio Lula da Silva said
that Banco do Brasil will absorb Besc.  Banco do Brasil said
that the country's treasury department is considering the bank's
absorption of former Santa Catarina state bank Banco do Estado
de Santa Catarina or Besc and real estate finance company
Bescri.  According to Banco do Brasil, the treasury decided to
study the bank's merger with Besc after meetings with the
finance ministry.

Business News Americas relates that President Lula da Silva also
said that the government wouldn't privatize Besc.

The report says that Besc was federalized in 1999 in preparation
for privatization by Fernando Henrique Cardoso, the president of
Brazil at that time.

However, Minister Mantega told BNamericas that the possible
incorporation of Besc would cost the government nothing.

Besc's privatization wasn't discussed in a meeting with the
national treasury.  Only its incorporation was talked about,
Brazilian news agency Agencia Estado states, citing Santa
Catarina state finance secretary Sergio Alves.

Banco do Brasil is Brazil's federal bank and is the largest in
Latin America with some 20 million clients and over 7,000 points
of sale (3,200 branches) in Brazil, and 34 offices and
partnerships in 26 other countries.  In addition to its
traditional retail banking services, Banco do Brasil underwrites
and sells bonds, conducts asset trading, offers investors
portfolio management services, conducts financial securities
advising, and provides market analysis and research.

                        *     *     *

As reported on Mar. 3, 2006, Standard & Poor's Ratings Services
raised its foreign currency counter party credit ratings on
Banco do Brasil SA to 'BB' from 'BB-'.  The foreign and local
currency ratings of this bank are now equalized at 'BB'.  S&P
said the outlook is stable.


BANCO MERCANTIL: Moody's Rates US$1 Mil. Sr. Unsec. Notes at Ba2
----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 long-term foreign
currency rating to Banco Mercantil do Brasil S.A.'s
US$100,000,000 senior unsecured notes.  The notes are being
issued under BMB's US$300 million Global Euro Medium-term Note
Program, and are due in 2012, with partial amortizations
scheduled for the third, fourth and fifth year of the notes.  
The outlook on the rating is stable.

Moody's stated that the Ba2 bond rating incorporates Banco
Mercantil do Brasil's fundamental credit quality, which is
reflected by its Ba2 global local-currency deposit rating, and
which includes all relevant country risks.  At this rating
level, BMB's foreign currency bond rating is unconstrained by
Brazil's country ceiling.

On April 27, 2007, Moody's upgraded the bank financial strength
rating of Banco Mercantil do Brasil to D from E+, which
translates into a Ba2 baseline risk assessment.  Although
Moody's assesses a low probability of systemic support to BMB's
local currency deposits, this support is not sufficient to lift
the global local currency deposit rating which remains at Ba2.

The rating agency assigned Banco Mercantil do Brasil S.A.'s
US$100 million senior unsecured notes at Ba2 long-term foreign-
currency debt rating with stable outlook.

Banco Mercantil do Brasil is headquartered in Belo Horizonte,
Brazil and had BRL5.6 billion (US$2.6billion) in total assets
and BRL567 million (US$269 million) in shareholders' equity as
of December 2006.


BRASIL TELECOM: BearingPoint Concludes Management Project
---------------------------------------------------------
U.S. management and technology consulting company BearingPoint
said in a statement that it has completed an application
management consolidation project at Brazilian fixed line
operator Brasil Telecom.

Business News Americas relates that BearingPoint allowed Brasil
Telecom to consolidate and decrease the number of information
technology providers it works with, reducing the overall cost of
these services.

Brasil Telecom President Ricardo Knoepfelmacher told BNamericas,
"We have reduced the number of outside service providers from
490 at the end of 2005 to less than 60 today."

According to BNamericas, the project also helped simplify Brasil
Telecom's information technology management process through
service-level accords.  Brasil Telecom also appointed
BearingPoint as its prime contractor for the operation and
maintenance of its billing and collection systems for the next
three years.

                      About BearingPoint

BearingPoint, Inc., is a management and technology consulting
company.  The company provides consulting applications services,
technology solutions and managed services to government
organizations, Global 2000 companies and medium-sized businesses
in the United States and internationally.  In North America,
BearingPoint provides consulting services through its industry
groups.  The company's operating segments include North American
industry groups and international operations.  The North
American industry groups consist of three industry groups:
Public Services, Commercial Services and Financial Services.  
The international operations include three international regions
consisting of Europe, the Middle East and Africa, Asia Pacific
and Latin America. During the year ended Dec. 31, 2005,
BearingPoint created the BearingPoint Institute for Executive
Insight, a professional knowledge center that provides officers
with packaged information for business decisions.

                     About Brasil Telecom

Headquartered in Brasilia, Brazil, Brasil Telecom Participacoes
SA -- http://www.brasiltelecom.com.br-- is a holding company     
that conducts substantially all of its operations through its
wholly owned subsidiary, Brasil Telecom SA.  The fixed-line
telecommunications services offered to the company's customers
include local services, including all calls that originate and
terminate within a single local area in the region, as well as
installation, monthly subscription, measured services, public
telephones and supplemental local services; intra-regional
long-distance services, which include intrastate and interstate
calls; interregional and international long-distance services;
network services, including interconnection and leasing; data
transmission services; wireless services, and other services.

                        *     *     *

Brasil Telecom Participacoes' local currency long-term debt
carries Fitch's BB+ rating.

Moody's Investors Service placed a Ba1 local currency long-term
issuer rating on Brasil Telecom.


BRASIL TELECOM: Unit Eyes Two Million Pre-Paid Users by Year-End
----------------------------------------------------------------
Andre Molinari, products and services director at Brasil
Telecom's Internet portal IG, told Business News Americas that
the unit expects about two million pre-paid users by year-end,
compared to around one million at the end of 2006.

BNamericas relates that IG is composed of three different
Internet products:

          -- IG for paid broadband,
          -- BrTurbo for dial-up services, and
          -- iBest for value added services like subscription-
             based blogs and antivirus solutions.

According to BNamericas, the drive will be aided by promotions
like online photo development and a one-year subscription for
the three services at a discount price of BRL11 per month, which
is until May 31.

BrTurbo's architecture and information technology security
manager Marcelo Menegatti told BNamericas, "Our goal is to
increase subscribers and do this with content such as games as
well as allowing users to publish their news or videos online on
websites such as YouTube."

BNamericas notes that IG will start implementing its accord with
Google in June to migrate over six million e-mail accounts to
Google's Gmail.

Mr. Molinari commented to BNamericas, "We hope that this is a
compelling offering for customers who want an Internet account
with free email."

IG has already launched a combined search solution with Google,
BNamericas states, citing Mr. Molinari.

Headquartered in Brasilia, Brazil, Brasil Telecom Participacoes
SA -- http://www.brasiltelecom.com.br-- is a holding company     
that conducts substantially all of its operations through its
wholly owned subsidiary, Brasil Telecom SA.  The fixed-line
telecommunications services offered to the company's customers
include local services, including all calls that originate and
terminate within a single local area in the region, as well as
installation, monthly subscription, measured services, public
telephones and supplemental local services; intra-regional
long-distance services, which include intrastate and interstate
calls; interregional and international long-distance services;
network services, including interconnection and leasing; data
transmission services; wireless services, and other services.

                        *     *     *

Brasil Telecom Participacoes' local currency long-term debt
carries Fitch's BB+ rating.

Moody's Investors Service placed a Ba1 local currency long-term
issuer rating on Brasil Telecom.


EMBRATEL: Will Launch Internet Package for Small Enterprises
------------------------------------------------------------
Published reports say that Embratel Participacoes will launch an
integrated telephony and Internet package for small and medium-
sized enterprises at BRL340 per month.

Business News Americas relates that the new package is available
in nine major cities like:

          -- Belo Horizonte,
          -- Rio de Janeiro,
          -- Sao Paulo,
          -- Florianopolis,
          -- Porto Alegre, and
          -- Brasilia.

Embratel Participacoes expects to launch the package in 30 other
cities in the second half, the report says.

Embratel Participacoes Vice President Mauricio Vergani told
commented to BNamericas small companies, which work with between
two and eight telephone lines, should save up to 40% if they use
the service.

Embratel Participacoes believes there are about 550,000 small
and medium-sized enterprises it can target in Brazil, according
to BNamericas.  The firm is already providing some services to
about 300,000 of them.

Mr. Vergani told news service Agencia Estado, "We are prepared
to serve all of these companies."

According to BNamericas, the monthly plan breaks down into
BRL240 for voice services and BRL100 for two million bits per
second of broadband through pay television provider Net
Servicos.

Agencia Estado notes that Embratel Participacoes expects to
offer higher speeds of four million bits per second and eight
million bits per second later this year.

Embratel Participacoes is testing WiMax in the city center of
Sao Paulo, aiming to offer this service as fast as possible, Mr.
Vergani told BNamericas.

Embratel Participacoes SA offers a range of complete
telecommunications solutions to the market all over Brazil,
including local, long distance domestic and international
telephone services, data, video and Internet transmission, and
is present all over the country with its satellite solutions.
Embratel is the market leader in revenues with Long Distance,
Domestic and International calls.

Embratel Participacoes is rated by Moody's:

       * local currency issuer rating -- B1; and
       * senior unsecured debt -- B2.


NOVELIS INC: Shareholders Approve Hindalco Acquisition
------------------------------------------------------
Novelis Inc.'s shareholders voted to approve the company's
acquisition by Hindalco Industries Limited.  Approximately
99.8% of the votes cast by shareholders were in favor of the
transaction.

Under the terms of the transaction, Hindalco, through its
subsidiary AV Metals Inc., will acquire Novelis for US$44.93 per
common share in cash.  Total enterprise value is estimated at
US$6 billion, including debt.  Upon completion of the
arrangement, Novelis will become a subsidiary of Hindalco.

Hindalco and Novelis have received all required regulatory
consents, which are a condition to the completion of the
transaction.  The arrangement remains subject to final court
approval under Canadian law.  Novelis expects the transaction to
be completed on May 15, 2007.

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 approximately 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 also has operations in Germany, Switzerland and Korea.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 16, 2007, Fitch Ratings placed the Issuer Default Ratings
of 'B' for Novelis Inc. and its subsidiary Novelis Corp. on
Rating Watch Negative.  The company's senior secured bank debt
ratings and senior unsecured debt ratings were affirmed as:

Novelis Inc.

   -- Senior secured revolver and term loan at 'BB/Recovery
      Rating 1'; and

   -- Senior unsecured notes at 'B/RR4'.

Novelis, Corp.

   -- Senior secured revolver and term loan B at 'BB/RR1'.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Dec. 15, 2006, Standard & Poor's Ratings Services affirmed all
of its ratings on Novelis Inc., including the 'BB-' long-term
corporate credit rating, and removed the ratings from
CreditWatch with negative implications, where they were placed
April 7, 2006.  S&P said the outlook is negative.


PETROLEO BRASILEIRO: Launching Semi-Submersible Platform Tenders
----------------------------------------------------------------
Jose Antonio Figueiredo, Brazil's state-owned oil firm Petroleo
Brasileiro's exploration and production manager for the south
and southeast regions, told news agency Agencia Estado that the
company will launch tenders this month for the construction of
its P-55 semi-submersible platform.

The P-55 tender was called off in January because offers were
too high, Business News Americas says, citing Petroleo
Brasileiro.

BNamericas relates that Petroleo Brasileiro will open access to
its dry port, which is under construction in Rio Grande do Sul,
for firms keen on in building the P-55.

Mr. Figueiredo told BNamericas that the P-55 will be ready in
2012.  Deadlines to present offers will be in September.

Bids for the P-57 platform construction are also due in
September, in time for 2011 project completion, BNamericas says.

Meanwhile, Petroleo Brasileiro wants to conclude talks with the
Keppel Fels-Technip consortium for the construction of the P-56
platform, which is designed for the Campos basin's Marlim Sul
field.  The contract could be signed by August in time for P-56
to start operations in 2010, Mr. Figueiredo told BNamericas.

The P-56 platform is similar to the P-51 unit, which is being
constructed by the FSTP consortium for Marlim Sul and will be
ready for operations in the second half, BNamericas 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, 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.


TELEMAR NORTE: Fitch Lifts Foreign Currency IDR to BBB- from BB+
----------------------------------------------------------------
Fitch Ratings has upgraded the foreign currency Issuer Default
Rating of Telemar Norte Leste S.A. to 'BBB-' from BB+.  The
rating outlook is stable.

The rating actions reflect the upgrade of the Federative
Republic of Brazil's sovereign foreign currency rating to 'BB+'
and its country ceiling to 'BBB-'.  Fitch's increase in the
country ceiling of Brazil reflects Fitch's judgment regarding
the risk of exchange controls being imposed by the sovereign
authorities that would prevent or materially impede Telemar and
other private sector companies' ability to convert local
currency into foreign currency and transfer to nonresident
creditors -- transfer and convertibility risk.

TMAR's ratings are supported by its solid business position,
strong cash flow generation and financial profile.  TMAR
continues to hold a leading market position in local service and
long distance in region I. In addition, the company is one of
the largest wireless operators in its region.  TMAR's credit
quality is underpinned by the strength of its local fixed line
service.  The company derives a significant portion of revenues
from local service operations, which is expected to remain as
the main cash flow generator for the company, although the
ratings incorporate increased substitution of fixed traffic by
wireless traffic and traffic loss due to substitution of dial up
internet services by broadband services.

Telemar provides telecommunications services in region I, which
comprises 16 states and includes Rio de Janeiro.  Telemar also
provides Internet, data transmission, and long-distance
services.  TNE is majority controlled by Telemar Participacoes
S.A., which is in turn controlled by a group of Brazilian
investors.  TNE had net revenues and EBITDA during 2006 of
BRL16.9 billion and BRL6.1 billion, respectively.

Headquartered in Rio de Janeiro, Brazil, Tele Norte Leste
Participacoes SA -- http://www.telemar.com.br-- is a provider
of fixed-line telecommunications services in South America.  The
company markets its services under its Telemar brand name.  Tele
Norte's subsidiaries include Telemar Norte Leste SA; TNL PCS SA;
Telemar Internet Ltda.; and Companhia AIX Participacoes SA.


TRW AUTO: Completes US$2.5-BB Credit Refinancing Thru Affiliate
---------------------------------------------------------------
TRW Automotive Holdings Corp., through its subsidiary TRW
Automotive Inc., has completed the refinancing of its existing
US$2.5 billion credit facilities with new credit facilities in
approximately the same amount.  

The new credit facilities are comprised of a:

   -- US$1.4 billion revolving credit facility;

   -- US$600 million Term Loan A facility; and

   -- US$500 million Term Loan B facility.  

The company expects to incur charges related to the transaction
of approximately US$8 million during the second quarter of 2007.  

J.P. Morgan Securities Inc. and Banc of America Securities LLC
acted as joint lead arrangers on the transaction.
    
                    About TRW Automotive

Headquartered in Livonia, Michigan, TRW Automotive Holdings
Corp. (NYSE: TRW) -- http://www.trwauto.com/-- is an automotive  
supplier.  Through its subsidiaries, it employs approximately
63,800 people in 26 countries including Brazil, China, Germany,
Italy, among others.  TRW Automotive products include integrated
vehicle control and driver assist systems, braking systems,
steering systems, suspension systems, occupant safety systems
(seat belts and airbags), electronics, engine components,
fastening systems and aftermarket replacement parts and
services.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 10, 2007, Fitch Ratings has assigned a 'BB+' rating to TRW
Automotive Inc.'s new senior secured revolving credit facility,
new senior secured term loan A facility and new senior secured
term loan B facility.

In addition, Fitch is withdrawing its issue ratings on the
9-3/8% senior notes due 2013 ('BB-'), the 10-1/8% senior Euro
notes due 2013 ('BB-'), the 11% senior subordinated notes due
2013 ('B+') and the 11-3/4% senior subordinated Euro notes due
2013 ('B+') following the tender of substantially all of the
notes.


UNIAO DE BANCOS: Repositioning Fininvest to Curb Default Rates
--------------------------------------------------------------
Uniao de Bancos' Investor Relations Director Geraldo Travaglia
told the press that the bank is "repositioning" Fininvest, its
consumer finance unit, to try to keep default rates down.

Mr. Travaglia commented to Business News Americas, "Granting
loans without guarantees and without knowing the customer, with
compensation through higher interest rates, is making way for
private label credit cards."

Fininvest is perhaps the largest private label operator in
Brazil, BNamericas notes, citing Mr. Travaglia.  It puts the
brakes on granting credit in 2006 to control the non-performing
loan ratio and reduce loan approvals to as low as 8% from 40% in
2005.  The loan approval rate has increased to around 20% since
then.

BNamericas relates that the loan book of Uniao de Bancos'
consumer finance units -- including Fininvest and joint ventures
LuizaCred and PontoCred -- decreased 7.50% to BRL2.80 billion in
the first quarter 2007, compared to the first quarter 2006.  It
was also 3.85% lesser compared to the fourth quarter 2006.

Uniao de Bancos controls LuizaCred "in conjunction with
department store chain Magazine Luiza."  Meanwhile, Uniao de
Bancos shares PontoCred with Globex.  The consumer finance units
brought in BRL39.0 million to the bottom line, BNamericas
states.

Headquartered in Sao Paulo, Brazil, Uniao de Bancos Brasileiros
SA -- http://www.unibanco.com/-- is a full-service financial    
institution providing a range of financial products and services
to a diversified individual and corporate customer base
throughout Brazil.  The company's businesses comprise segments:
Retail, Wholesale, Insurance and Pension Plans and Wealth
Management.  Uniao de Bancos and its associated companies
FinInvest, LuizaCred, PontoCred and Tecban (Banco 24 Horas)
offer a network composed of 17,000 points of service.  It also
counts on 7,580 automated teller machines and all 30 Hours'
products and services, including the telephone service and the
Internet banking.  The company's international network consists
of branches in Nassau and the Cayman Islands; representatives
offices in New York; banking subsidiaries in Luxembourg, the
Cayman Islands and Paraguay; and a brokerage firm in New York --
Unibanco Securities Inc.

                        *     *     *

As reported in the Troubled Company Reporter Latin America on
Feb. 12, 2007, Fitch changed the outlook of these ratings of
Unibanco-Uniao de Bancos Brasileiros SA:

   -- 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

Fitch Ratings revised the Outlook on the foreign and local
currency Issuer Default ratings and National ratings of a select
group of Brazilian banks, insurance and leasing companies to
Positive from Stable.  This rating action follows the revision
of Brazil's foreign and local currency IDR Outlooks.  All the
ratings on these banks, insurers and leasing companies are
affirmed.


USINAS SIDERURGICAS: Net Profit Up to BRL642 Mil. in First Qtr.
---------------------------------------------------------------
Usinas Siderurgicas de Minas Gerais SA reported net revenues of
BRL3.3 billion and net profit totaling BRL642 million for first
quarter 2007, which were 13% and 86% higher compared with first
quarter 2006, respectively.  EBITDA grew 30% over first quarter
2006, to BRL1.2 billion.

With expressive results and comfortable financial position, the
company kicks off a bold investment cycle aimed at expanding
production capacity, improving product mix and reducing
operating costs.

These efforts show the company's determination to face the
challenges of the present business environment and make the
Usiminas System even stronger in the Brazilian and global
markets.

The company is dealing with essential conditions for Usiminas to
fulfill its desire to consolidate itself as market leader in
Brazil and become a protagonist in the international slab and
rolled products market.

Headquartered in Minas Gerais, Brazil, Usinas Siderurgicas de
Minas Gerais SA is among the world's 20 largest steel
manufacturing complexes, with a production capacity of
approximately 10 million tons of steel.  Usiminas System
companies produces galvanized and non-coated flat steel products
for the automotive, small and large diameter pipe, civil
construction, hydro-electronic, rerolling, agriculture, and road
machinery industries.  Brazil consumes 80% of its products and
the company's largest export markets are the US and Latin
America.  The company also sells in China and Japan.

                        *     *     *

AS reported on Jan. 3, 2007, that Standard & Poor's Ratings
Services revised its outlook on Brazil-based steelmaker Usinas
Siderurgicas de Minas Gerais S.A., aka Usiminas, to positive
from stable.  Standard & Poor's also said that it affirmed its
'BB+' local and foreign currency corporate credit ratings on
Usiminas.


* BRAZIL: Fitch Upgrades Issuer Default Ratings to BB+ from BB
--------------------------------------------------------------
Fitch Ratings has upgraded Brazil's long-term foreign and local
currency sovereign Issuer Default Ratings to 'BB+' from 'BB' and
the Country Ceiling to 'BBB-' from 'BB+'.  In addition, Fitch
affirmed Brazil's Short-term IDR at 'B'.  The Rating Outlook is
Stable.

The upgrade reflects the significant improvement in Brazil's
external balance sheet underpinned by prudent macroeconomic
policies and a rise in domestic savings.  "The accumulation of
international reserves -- US$36 billion since the beginning of
the year alone -- underscores the continuing strengthening of
Brazil's external balance sheet and resilience to external
shocks," said Shelly Shetty, Senior Director in Fitch's
Sovereign Group.

On the back of a healthy current account surplus, and continued
robust foreign capital inflows, international reserves are
currently at a record high of US$122 billion and projected by
Fitch to exceed USD130 billion by the end of the year,
equivalent to 150% of short-term and liquid foreign debt
liabilities.  While the accumulation of international reserves
in part reflects potentially volatile inflows attracted by
Brazil's high real interest rates, it is also underpinned by
continuing trade and current account surpluses and foreign
direct investment.  It also provides insurance against a less
favorable global economic and financial environment, albeit at a
cost given the large interest rate differential on Real and
U.S.-dollar assets.

The increase in international reserves and the government's
active liability management operations have resulted in a
sustained reduction in Brazil's key external solvency ratios as
well. Brazil's net external debt (percent current external
receipts, or CXR) is expected to reach 34% in 2007, which is
consistent with the 'BB' median and modestly above the 'BBB'
median of 23%.  More impressively, Fitch estimates that net
public sector external debt could reach -20% of CXR by end-2007,
making Brazil one of the few net public external creditors in
the 'BB' category.

Macroeconomic stability remains well anchored, underpinned by
low inflation, a strengthening exchange rate, and fiscal
policies consistent with stable government debt burden.  The
recent upward revision in Brazil's GDP figures lowered the
general government debt to 67% of GDP in 2006, from the previous
75%.  The lower initial government debt burden combined with
potentially higher growth has modestly improved Brazil's debt
dynamics, with Fitch expecting the general government debt to
fall to 64.5% of GDP by 2010, down from 67% in 2006.

The rise in domestic savings since 2002 provides additional
comfort that Brazil's still high public debt burden is
sustainable and can be largely financed domestically.
Nonetheless, Brazil's sovereign ratings remain constrained by
its heavy government debt burden and the substantial market risk
from its relatively short duration. Brazil's debt burden remains
heavy compared with the 'BB' and 'BBB' medians of 40% and 34%,
respectively.  Moreover, the government has made only slow
progress in lengthening the maturity of its domestic debt, which
implies that its financing needs (maturing debt plus the budget
deficit) remain well above 20% of GDP, one of the highest levels
in its peer group.

"Further improvements in Brazil's sovereign creditworthiness
would require greater confidence that public debt was on a
sustained decline over the medium term.  With real interest
still in high single-digits and economic growth averaging just
3% over the last five years, public debt dynamics remain
vulnerable to adverse shocks," according to Shetty.  Impediments
to a low investment rate (estimated at 17% of GDP) need to be
removed in order to boost productivity and potential growth.  A
high tax burden, high real interest rates, infrastructure
constraints, and a relatively low public investment level
explain Brazil's low growth performance.

Sustained macroeconomic stability and greater evidence of the
resilience of the country's policy framework to external shocks,
a faster reduction in the government's debt burden including an
improvement of the domestic debt composition, and further
strengthening of the country's external solvency and liquidity
ratios would enhance Brazil's prospects of reaching investment
grade in the future.  Further structural reforms, such as
central bank autonomy and fiscal reforms, notably addressing the
continuing deficit in the social security system, would enhance
Brazil's capacity to absorb shocks and sustain a higher rate of
economic growth, though the prospect for such reforms appears
modest at best.  "A weakening of the commitment to prudent
fiscal policies and of the central bank's de facto operational
autonomy would bring downward pressure on Brazil's sovereign
ratings," warned Shetty.




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


GOLDMAN SACHS GLOBAL: Sets Final Shareholders Meeting for June 1
----------------------------------------------------------------
Goldman Sachs Global Equity Long/Short Partners Cayman Ltd. will
hold its final shareholders meeting on June 1, 2007, at
10:30 a.m., at the office of the company.

These matters will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted during the preceding year,
      and

   2) authorizing the liquidators to retain the company's
      records for a period of five years from its dissolution,
      after which they may be destroyed.

A member entitled to attend and vote at the meeting will be
allowed to appoint a proxy, who need not be a member, in his
stead.

The liquidators can be reached at:

         John Cullinane
         Derrie Boggess
         c/o Walkers SPV Limited
         Walker House, 87 Mary Street
         P.O. Box 908
         Grand Cayman KY1-9002
         Cayman Islands


ICGE SAILS: Proofs of Claim Must be Filed by May 31
---------------------------------------------------
ICGE Sails Corp. V's creditors are given until May 31, 2007, to
prove their claims to Hugh Thompson and Emile Small, the
company's liquidators, or be excluded from receiving any
distribution or payment.

In their proofs of claim, creditors must indicate their full
names, addresses, the full particulars of their debts or claims,
and the names and addresses of their lawyers, if any.

ICGE Sails shareholders agreed on April 16, 2007, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

       Hugh Thompson
       Emile Small
       Maples Finance Limited
       P.O. Box 1093
       George Town, Grand Cayman
       Cayman Islands


KINGSNORTH HOLDINGS: Sets Final Shareholders Meeting for June 1
---------------------------------------------------------------
Kingsnorth Holdings (Cayman) Ltd. will hold its final
shareholders meeting on June 1, 2007, at 11:00 a.m., at the
office of the company.

These matters will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted during the preceding year,
      and

   2) authorizing the liquidators to retain the company's
      records for a period of five years from its dissolution,
      after which they may be destroyed.
   
A member entitled to attend and vote at the meeting will be
allowed to appoint a proxy, who need not be a member, in his
stead.

The liquidators can be reached at:

         John Cullinane
         Derrie Boggess
         c/o Walkers SPV Limited
         Walker House, 87 Mary Street
         P.O. Box 908
         Grand Cayman KY1-9002
         Cayman Islands


KS CAPITAL: Will Hold Final Shareholders Meeting on May 31
----------------------------------------------------------
KS Capital Ltd. will hold its final shareholders meeting on
May 31, 2007, at 10:00 a.m., at:

          Strathvale House
          90 North Church Street, Grand Cayman,
          Cayman Islands

These matters will be taken during the meeting:

   1) accounting of the liquidation process showing how the
      winding up has been conducted during the preceding year,
      and

   2) authorizing the liquidator to retain the company's
      records for a period of six years from its dissolution,
      after which they may be destroyed.

A member entitled to attend and vote at the meeting will be
allowed to appoint a proxy, who need not be a member, in his
stead.

The liquidator can be reached at:

         Geoffrey Varga
         Attention: Bernadette Bailey-Lewis
         Kinetic Partners Cayman LLP
         P.O. Box 10387
         Grand Cayman KY1-1004
         Cayman Islands
         Telephone: (345) 623 9900
         Fax: (345) 623 0007




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


BUCYRUS INT'L: Prices 4.6-Mil. Share Offering at US$66.35 Each
--------------------------------------------------------------
Bucyrus International Inc. has priced its public offering of
4,614,000 shares of Class A common stock at US$66.35 per share.  
The underwriters have a 30-day option to purchase up to an
additional 692,100 shares of Class A common stock.  The public
offering of the shares is expected to close on May 15, 2007.

The net proceeds from the offering will be approximately
US$292.3 million, without taking into account any exercise of
the underwriters' option to purchase additional shares.  Bucyrus
plans to use the net proceeds of the offering to repay a portion
of its new term loan facility used to finance the acquisition of
DBT GmbH.

The offering was marketed through a group of underwriters,
including Lehman Brothers Inc. as sole-book running manager.  
The offering is being made only by means of a prospectus and the
related prospectus supplement.  The prospectus and the related
prospectus supplement may be obtained from:

         Lehman Brothers Inc.
         C/o Broadridge, Integrated Distribution Services
         1155 Long Island Avenue
         Edgewood, NY 11717

An electronic copy of the prospectus and the related prospectus
supplement also will be available from the U.S. Securities and
Exchange Commission's website at http://www.sec.gov/

                About Bucyrus International

Bucyrus International -- http://www.bucyrus.com/-- is a leading   
manufacturer of electric mining shovels, walking draglines and
rotary blasthole drills and provides aftermarket replacement
parts and services for these machines.  For the 12 months ended
Sept. 30, 2006, Bucyrus had sales of US$705 million.  Bucyrus is
headquartered in South Milwaukee, Wisconsin.  DBT has eight
facilities around the world and approximately 3,200 employees.
The company has operations in Brazil, Chile, China and Europe.

                        *     *     *

As reported in the Troubled Company Reporter on April 25, 2007,
Moody's Investors Service confirmed the corporate family rating
of Bucyrus International, Inc. at Ba3.  Moody's also assigned
Ba3 ratings to Bucyrus: (i) US$400 million revolving credit
facility; (ii) EUR50 million revolving credit facility; and
(iii) US$825 million secured term loan.  Bucyrus' rating outlook
is stable.  The action concludes the ratings review initiated on
Dec. 18, 2006.


THERMADYNE HOLDINGS: Moody's Confirms Junk Ratings
--------------------------------------------------
Moody's Investors Service affirmed the Caa1 corporate family
rating of Thermadyne Holdings Corporation and the Caa2 rating of
the US$175 million senior subordinated notes due in 2014. The
outlook was changed to stable from negative.  The rating action
reflects the company's success in restoring adequate financial
controls, as well as the current trend of operating improvement
since the second quarter of 2006.

Moody's notes that the company managed to file its 10-K for the
year ended 2006 and its 10-Q for the first quarter of 2007 on
time and resolved the material weaknesses of internal control
previously identified.  Moody's deems that the experienced
financial team hired in the second half of 2006 will continue to
consolidate the company's reporting system going forward.  In
addition, the rating agency observed the progress made by
Thermadyne with regards to delivery performance and gross margin
enhancement since the third quarter of 2006, which was primarily
driven by continued pricing discipline, and cost-cutting.

However, Moody's cautions that the margin enhancement has not
yet translated into stronger cash flow from operations due to
significant working capital requirements.  The rating agency
also notes that Thermadyne continues to face an environment of
high raw material costs, particularly with copper, and could
operate in softer market conditions in the US during the rest of
2007.  Moody's highlights that considerations for a rating
upgrade will be contingent upon Thermadyne's ability to convert
its improved margins and working capital efficiencies into
stronger cash flows.

With regards to liquidity, Moody's notes that Thermadyne will
receive approximately US$14 million in cash proceeds from the
disposal of its South African operations in May 2007 and expects
the company to improve its cash flow form operations in the next
three quarters, increasing availability under its US$70 million
revolver.

Ratings affirmed:

   -- Caa1 Corporate Family Rating
   -- Caa1 Probability of Default Rating
   -- Caa2 US$175 million senior subordinated notes
      (LGD 5- revised to 72%)

Headquartered in St. Louis Missouri, Thermadyne Holdings
Corporation -- http://www.thermadyne.com/-- is a multi-national  
manufacturer of welding and cutting products.  The company has
operations in Malaysia, Indonesia, Singapore, Philippines,
Italy, Mexico, Chile and Brazil.




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


BANCOLOMBIA: Unit Completes Acquisition of Banagricola's Shares
---------------------------------------------------------------
Bancolombia (Panama) S.A., a subsidiary of Bancolombia S.A., has
completed the acquisition of Banagricola S.A.'s shares.

Upon expiration of the public tender offer which simultaneously
commenced in El Salvador and Panama by Bancolombia Panama for
the acquisition of not less than 53.089144% and up to of 100% of
the outstanding shares of Banagricola S.A., the acceptances
received represented 89.15% of Banagricola's outstanding shares.

According to the audited report of the Central Latinoamericana
de Valores, as of May 8, 2007, the last day of the tender offer,
Banagricola's shareholders tendered 16,817,633 of a total
18,865,000 Banagricola outstanding shares.  The purchase price
was US$47.044792 per share, amounting to a total
US$791,182,046.41.

On May 16, 2007, the settlement date, the conglomerado
financiero Banagricola will be controlled by Bancolombia S.A.
through its subsidiary Bancolombia Panama.

In addition, in a transaction that would allow Bancolombia
Panama to acquire the control of an additional 9.59% of
Banagricola's capital, Bancolombia Panama entered into an
agreement with the controlling shareholders of Bienes y
Servicios S.A. -- BYSSA -- in order to acquire at least 50.8349%
and up to 100% of the total of the outstanding shares of BYSSA.  
The purchase price is US$10.65 per share, for a total amount of
up to US$75 million in cash.

As soon as the required authorizations are obtained, a public
tender offer will be launched in El Salvador in order to acquire
the total outstanding common shares of BYSSA.  If this
transaction is completed, the total participation of Bancolombia
Panama in Banagricola's capital could increase to 98.74%.

Bancolombia is Colombia's largest full-service financial
institution, formed by a merger of three leading Colombian
financial institutions.  Bancolombia's market capitalization is
over US$5.5 billion, with US$13.8 billion asset base and US$1.4
billion in shareholders' equity as of Sept. 30, 2006.  
Bancolombia is the only Colombian company with an ADR level III
program in the New York Stock Exchange.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 4, 2007, Fitch Ratings has downgraded and removed from
Rating Watch Negative Bancolombia's long-term and short-term
local currency Issuer Default Ratings and Individual rating:

   -- Individual rating to 'C/D' from 'C';
   -- Local currency long-term IDR to 'BB+' from 'BBB-'; and
   -- Local currency short-term rating to 'B' from 'F3';

In addition, Fitch affirms these ratings:

   -- Foreign currency long-term IDR at 'BB+';
   -- Foreign currency short-term rating at 'B'; and
   -- Support rating at '3'.




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


SAMSONITE: Taps Merrill Lynch, Goldman Sachs for London Offering
----------------------------------------------------------------
Samsonite Corporation has appointed Merrill Lynch International
and Goldman Sachs International as joint bookrunners for the
company's upcoming global offering in the London Stock Exchange
later this year, the company disclosed in a regulatory filing
with the U.S. Securities and Exchange Commission.

UBS Investment Bank and Morgan Stanley also serve as the
company's advisers on the transaction.

According to Richard Fletcher of the Daily Telegraph, Samsonite
plans to raise GBP250 million from the flotation.

The company, which is owned by a US consortium that includes
Bain Capital and Ares Management, had planned to float in London
last spring but postponed amid market turbulence, the Telegraph
relates.

Former Exel CEO John Allan is expected to be named non-executive
chairman of Samsonite before the flotation, the Telegraph adds.

                       About Samsonite

Samsonite Corporation (OTC Bulletin Board: SAMC.OB) --
http://www.samsonite.com/-- manufactures, markets and  
distributes luggage and travel-related products.  The company's
owned and licensed brands, including Samsonite, American
Tourister, Trunk & Co, Sammies, Hedgren, Lacoste and Timberland,
are sold globally through external retailers and 284 company-
owned stores.  Executive offices are located in London.  The
company has global locations in Aruba, Australia, Costa Rica,
Indonesia, India, Japan, and the UnitedStates among others.  
Executive offices are located in London, England.

                        *     *     *

As reported in the Troubled Company Reporter on Dec. 14, 2006,
Standard & Poor's Ratings Services assigned a BB- rating on
Samsonite Corporation's senior secured facility.

As reported in the Troubled Company Reporter on Dec. 13, 2006,
Moody's affirmed its B1 corporate family rating for Samsonite
Corp.


* COSTA RICA: Alterra Partners To Continue Suit Against Gov't
-------------------------------------------------------------
Alterra Partners director Monica Nagel told the daily La Prensa
Libre that it will continue with a lawsuit against the Costa
Rican government.

Alterra Partners, the Juan Santamaria international airport
concessionaire, initially filed an arbitration claim in 2004 due
to a change in the government position on previously agreed upon
conditions regarding the recovery of the concessionaire's
investments.  However, the arbitration panel ruled lack of
jurisdiction to resolve the matter, Ms. Nagel explained to
Business News Americas.

Since the filing of the lawsuit, Alterra Partners has negotiated
for over three years with the government, but failed to reach a
solution.  It then filed a new lawsuit "to prevent the statute
of limitations from running out," BNamericas notes, citing Ms.
Nagel.

Transport Minister Karla Gonzalez told La Prensa that the legal
process could interfere with an offer that the International
Finance Corporation and 10 other creditors presented to Alterra
Partners to continue making upgrades at the airport.

La Prensa relates that Viviana Martin, the head of the civil
aviation commission Consejo Tecnico de Aviacion Civil, asked
Alterra Partners to drop the case while talks are in progress.

Ms. Nagel commented to BNamericas, "The fact that this company
is exercising its rights does not mean that negotiations with
the government will be interrupted.  On the contrary, the
government has also exercised its rights and has imposed fines
against us."

According to BNamericas, the transport ministry had ordered
Alterra Partners to resubmit a plan to fund its works after a
2003 decision by creditors led by the IFC to delay financing due
to a dispute over a clause stipulating the amount the company
could charge in tariffs.

Mr. Nagel told BNamericas that the IFC provided US$90 million
for the project, but decided to "freeze funding in 2003" due to
lack of certainty" on the repayment of the debt and the changing
of conditions by the government.

BNamericas relates that previous reports say the group of
creditors has consulted with Alterra Partners on the final draft
of the new proposal to finance the works, which includes a
US$48-million contribution from the Central American Bank for
Economic Integration and US$4 million from independent
investors.

CTAC must evaluate the proposal, which contains changes to the
proposal initially submitted to the board in January, before it
is submitted for authorization to the national comptroller.  If
it gets the approval, Alterra Partners would renew its US$172-
million concession, BNamericas states.

                        *     *     *

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
===================================


AES CORP: Conducting Studies for Windmill Project
-------------------------------------------------
AES Corp. is carrying out studies for a windmill project along
the Randolph-Barbour county in Virginia, the Associated Press
reports.

According to the AP, the windmill could supply electricity to up
to 35,000 homes.  

AES Managing Director Charlie Falter told the AP that once the
studies result to a confirmation to the initial assessment that
the site is ideal for windmills, the company could start
constructing 60 windmills in the Laurel Mountain area as soon as
2009.

The AP notes that two temporary 50-meter meteorological towers
at the site now measure the wind speed and direction at
different heights on the tower.  

AES plans to gather data from the towers for 18 months, Mr.
Falter explained to the AP.

The report says that if the study ends with a favorable result,
AES will file an application to the Public Service Commission
early in 2008 to construct windmills on the property.

Public meetings will be scheduled to get feedback from residents
and tackle their concerns, the AP states, citing Mr. Falter.

AES Corp. -- 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.

                        *     *     *

In 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.


AES CORP: Units Demand US$60-Million Compensation from Gov't
------------------------------------------------------------
EGE-Itabo and the Dominican Power Partners, AES Corp.'s units in
the Dominican Republic, has demanded US$60 million from the
government in compensation, if it agrees to renegotiate the
accords protected in the Madrid Agreement, Dominican Today
reports.

According to Dominican Today, the AES units also demanded
definitive property deeds for the lands they occupy as well as
the cancellation of the lawsuits filed by the state energy firm
group CDEEE.

Local paper Diario Libre relates that CDEEE manager Radhames
Segura showed in a press conference a document stating that they
also demand tax exemptions that the National Congress
authorized.

Dominican Today notes that Union Fenosa's Palamara-La Vega plant
would agree to surrender part of its contractual rights if the
CDEEE grants "the recognition of fees for fuel transport and
handling, as well as the increase in operations and maintenance
fees."

EGE-Itabo agrees to decrease to 91 megawatts the power it sells
to Edenorte and to 1.5 cents the dollar the energy it supplies
to its partner EdeEste, Dominican Today notes.  The Dominican
Power agrees to reduce the fees for capacity, while the Union
Fenosa accepts a reduction in the over-indexing of fuels.  

Dominican Today says that the distributors could save US$40
million per year.

The report says that EGE-Itabo wants:

          -- payment of an economic compensation of US$15
             million;

          -- 100% payment of debts of the distributors;

          -- the government must guarantee the timely payment of
             invoices;

          -- payment of invoices for the re-liquidations of
             2005;

          -- regularization of land property deeds given to
             Itabo by the CDEEE, and

          -- the repeal of lawsuits on the rendering of accounts
             against the company by the CDEEE.

Dominican Today underscores that the Dominican Power demands:

          -- payment of an economic compensation of US$45
             million;

          -- government guarantees of timely payment on
             invoices;

          -- transfer of land property deeds where the company
             operates; and

          -- the ratification by the congress of tax exemptions
             granted to the company.

Meanwhile, EGE-Haina and Puerto Plata's CEPP power firms
rejected any renegotiation of contracts, according to Dominican
Today.

Mr. Segura told Dominican Today that he has instructed the
CDEEE's lawyers to launch legal actions against EGE-Haina and
CEPP, so that they accept the renegotiation, without affecting
their acquired rights.

AES Corp. -- 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.

                        *     *     *

In 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.




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


GOODYEAR TIRE: Moody's Upgrades Corporate Family Rating to Ba3
--------------------------------------------------------------
Moody's Investors Service upgraded Goodyear Tire & Rubber
Company's Corporate Family Rating to Ba3 from B1 and maintained
a positive rating outlook.  Moody's also affirmed Goodyear's
liquidity rating of SGL-2.  The actions follow an announcement
by Goodyear of plans to raise approximately US$750 million of
new equity capital, which marks important further progress in
the company's plans to strengthen its balance sheet.

Goodyear has been pursuing strategies to better position the
company for long-term competitiveness in the global tire
business. Capacity rationalization initiatives and a new labor
contract reached with the United Steel Workers should provide
scope for improved operating results, particularly in the core
North American Tire segment.  The labor agreement provides for
the company to utilize a VEBA structure to permanently reduce
OPEB liabilities.  At the same time, the company has declared a
strategy to further improve its balance sheet through debt
reduction. Proceeds from the proposed equity offering, combined
with anticipated receipts from the announced sale of its
Engineered Products Division and existing balance sheet
liquidity, will provide substantial capacity for the company to
fund the VEBA trust with US$1.0 billion in cash, contribute to
its U.S. pension plans and implement its debt reduction plan.
Full execution of the plan, coupled with continued improvement
in operating performance, would significantly improve the
company's financial metrics, and could lead to a further rating
upgrade.  However, realization of all of the benefits will occur
over time and remains subject to execution on several elements.  
While the upgrade to Ba3 acknowledges the progress made in
achieving a new labor agreement, announcing the sale of EPD, and
initiating an equity offering, any additional upgrades remain
contingent on delivering on remaining elements of the plan.  The
positive rating outlook anticipates that the company's ability
to complete the EPD sale and equity offering, achieve court
approval of and fund the VEBA structure for OPEB liabilities,
further reduce outstanding debt and pension liabilities, and
sustain its improved operating performance could lead to a
further rating upgrade in the near term.

On May 9, 2007 Goodyear filed a registration statement with the
SEC for an equity issuance for US$750 million (A "green shoe"
option could expand the offering by 15%).  The company also
expects to receive funds from the announced sale of EPD for
US$1.475 billion (prior to fees, expenses, adjustments or
taxes).  Combined with residual balance sheet cash from earlier
financing, the aggregate inflows more than cover likely
requirements to fund its VEBA trust with US$1 billion,
contribute US$550-US$575 million to its U.S. pension plans and
initiate substantial debt reduction (including US$315 million of
"clawbacks" on two earlier issues of unsecured notes that are
triggered by the proposed equity offering).  Moody's would
anticipate debt reduction to occur over the coming year through
prioritizing debt with higher carrying costs, and more
restrictive terms.  The presence of variable rate obligations
without repayment premiums, approaching call dates, and ability
to induce conversion of an existing convertible issue into
equity could also assist the company in accomplishing its debt
reduction objectives at minimal relative expense.

Goodyear's ratings continue to consider its global scale,
geographic diversification and market share, and anticipated
improvements to its margins from the combination of
restructuring actions and cost savings achievable from its
recent labor accord with the USW in North America.  It further
considers strengths from its refreshed branded product
offerings, lengthened debt maturities from recent refinancing
and continued solid liquidity profile.  Nevertheless, the
company's recent profitability has been weak due to labor and
commodity cost pressures, and lower aggregate replacement tire
demand in North America.  With a high level of ongoing
indebtedness, coverage ratios have been modest.  While overall
credit metrics have historically been more consistent with a
Corporate Family Rating in the "B" category, they are expected
to demonstrate incremental improvement.  This improvement would
be driven by efficiencies realized from an improved cost
structure (which would be enhanced upon closing its envisioned
VEBA trust), a rationalized manufacturing footprint, recent
pricing actions, and ultimate recovery in unit demand in the
critical North American tire market.  The equity offering,
existing balance sheet cash and pending sale of its EPD unit
would provide substantial capacity for the company's pension
contributions, funding a VEBA trust and debt reduction.

"Goodyear's strategy should meaningfully improve its operating
performance and capital structure.  While these initial actions
have produced a rating upgrade to Ba3, the outlook remains
positive and recognizes the potential which further operational
improvements as well as reduced debt and legacy obligations
could have on ratings" said Ed Wiest, Vice President and Senior
Analyst at Moody's.

Ratings revised:

Goodyear Tire & Rubber Company

    * Corporate Family Rating to Ba3 from B1

    * US$1.5 billion first lien revolving credit facility to
      Baa3 (LGD-1, 3%) from Ba1 (LGD-1, 4%)

    * US$1.2 billion second lien term loan to Ba1 (LGD-2, 17%)
      from Ba2 (LGD-2, 20%)

    * Third lien secured term loan to Ba3 (LGD-4, 58%)
      from B2 (LGD-4, 59%)

    * 11% senior secured notes to Ba3 (LGD-4, 58%)
      from B2 (LGD-4, 59%)

    * Floating rate senior secured notes to Ba3 (LGD-4 58%)
      from B2 (LGD-4, 59%)

    * 9% senior notes to Ba3 (LGD-4, 58%) from B2 (LGD-4, 59%)

    * 8-5/8 % senior unsecured notes due 2011 to Ba3 (LGD-4,58%)
      from B2 (LGD-4, 59%)

    * Floating rate unsecured note due 2009, Ba3 (LGD-4, 58%)
      from B2 (LGD-4, 59%)

    * 6-3/8% senior notes to B2 (LGD-6, 94%) from B3 (LGD-6,
      94%)

    * 7-6/7% senior notes to B2 (LGD-6, 94%) from B3 (LGD-6,
      94%)

    * 7% senior notes to B2 (LGD-6, 94%) from B3 (LGD-6, 94%)

    * Senior unsecured convertible notes to B2 (LGD-6, 94%)
      from B3 (LGD-6, 94%)

Goodyear Dunlop Tyres Europe B.V. and certain subsidiaries

    * EUR505 million of first lien revolving credit facilities
      to Baa3 (LGD-1, 3%) from Ba1 (LGD-1, 4%)

Ratings affirmed:

Goodyear Tire & Rubber Company

    * Speculative Grade Liquidity rating, SGL-2

The last rating action was on March 27, 2007 at which time
ratings were assigned to Goodyear and GDTE's refinancing of
their respective first lien bank debt.

The SGL-2 Speculative Grade Liquidity rating represents good
liquidity over the coming 12 months and flows from the company's
considerable internal resources supplemented by the expected
infusion of funds from the equity issuance and divestiture of
EPD.  It also considers approximately US$1 billion of available
funding from its US$1.5 billion committed revolving credit
facility.  The facility has minimal constraints from financial
covenants until defined liquidity would fall to a certain level.

The change in Corporate Family Rating and associated assumptions
in Moody's Loss Given Default methodology affects assigned issue
ratings of Goodyear and Goodyear Dunlop Tyres Europe  
obligations as well as their respective LGD assessments.  In
tandem with the higher Corporate Family Rating, ratings on
Goodyear's and GDTE's first and second debt were up-notched one
level as were unsecured notes which did not have up-streamed
guarantees from material subsidiaries.  Goodyear's third lien
debt as well as its unsecured obligations with up-streamed
guarantees were all up-notched two levels.

Goodyear Tire & Rubber Company, based in Akron, OH, is one of
the world's largest tire companies with more than 90 facilities
in 28 countries around the world.  Revenues in 2006 were
approximately US$20.3 billion.

Headquartered in Akron, Ohio, The Goodyear Tire & Rubber Company
(NYSE: GT) -- http://www.goodyear.com/-- is the world's largest   
tire company.  The company manufactures tires, engineered rubber
products and chemicals in more than 90 facilities in 28
countries.  Goodyear Tire has marketing operations in almost
every country around the world including Chile, Colombia,
Guatemala, Jamaica and Peru in Latin America.  Goodyear employs
more than 80,000 people worldwide.


GOODYEAR TIRE: Planned Debt Reduction Cues S&P's Positive Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' long-term and
'B-2' short-term corporate credit ratings and certain other
ratings on Goodyear Tire & Rubber Co. on CreditWatch with
positive implications, reflecting the company's announcement
that it intends to issue common equity and use a substantial
amount of proceeds for debt reduction.
     
Proceeds are expected to be at least US$725 million, net of
fees, to be used to repay approximately US$175 million of its
8.625% notes due in 2011 and approximately US$140 million of its
9% notes due in 2015.  S&P expect some of the remaining proceeds
would be used to repay other debt.  If the equity offering is
completed and proceeds deployed as expected, S&P would likely
raise the corporate credit rating one notch to 'BB-'.
      
"The proposed equity offering reflects Goodyear's continuing
trend of addressing its aggressive financial risk profile, which
has been characterized by low earnings in North America, a
leveraged capital structure, and significant underfunded
employee benefit liabilities," said Standard & Poor's credit
analyst Robert Schulz.

Headquartered in Akron, Ohio, The Goodyear Tire & Rubber Company
(NYSE: GT) -- http://www.goodyear.com/-- is the world's largest   
tire company.  The company manufactures tires, engineered rubber
products and chemicals in more than 90 facilities in 28
countries.  Goodyear Tire has marketing operations in almost
every country around the world including Chile, Colombia,
Guatemala, Jamaica and Peru in Latin America.  Goodyear employs
more than 80,000 people worldwide.


MILLICOM INTERNATIONAL: Reports US$563MM First Quarter Revenue
--------------------------------------------------------------
Dow Jones Newswires reports that Millicom International
Cellular's revenue increased to US$563 million in the first
quarter 2007, compared to US$303 million in 2006.

According to Dow Jones, Millicom International's customers,
excluding those in discontinued operations, grew 94% to 16.5
million.

Millicom International Chief Executive Officer Marc Beuls told
Dow Jones, "In the first quarter Millicom continued to deliver
the high levels of growth seen in 2006.  The strong subscriber
intake continued with approximately 1.6 million subscribers
added in the first quarter taking total subscribers to 16.5
million.  Capex for the first quarter was US$183 million and is
in line with our stated target of spending US$800 million for
the year."

The report says that Millicom International's EBITDA rose to
US$248 million in the first quarter 2007, compared to US$143
million in the first quarter 2006.  Profit before taxes from
continuing operations increased to US$129 million from US$77
million.

Millicom International's net profit, including a US$258 million
gain on sale of Paktel Limited, increased to US$345 million in
the first quarter 2007, from US$33 million in last year's first
quarter.  Basic earnings per common share rose to US$3.43, from
US$0.33, Dow Jones notes.

Mr. Beuls commented to Dow Jones, "Central and South America
continue to be the fastest growing regions being the first to
launch "tigo" and being leaders in offering e-pin."

Per second billing was launched in three Central American
nations in January 2007, after the successful launching of per
second billing in Paraguay in 2006.  The first signs are
encouraging, Dow Jones says, citing Millicom International.

Dow Jones notes that Millicom International's Central American
revenues rose 59%, quarter-on-quarter, while its EBITDA grew
73%, with a 55% EBITDA margin.

Mr. Beuls told Dow Jones, "The year started well for us and with
per second billing, e-pin and increasing capex fuelling growth
in most of our markets, we expect 2007 to be another record
year."

Millicom International said that underlying quarterly revenue
growth in South America -- excluding Colombia, which was
acquired in the fourth quarter 2006 -- was 70%, while EBITDA
growth was 98%, according to the report.

Dow Jones underscores that revenue growth in Paraguay was strong
at 83%, continuing the trend that began in early 2006 after the
introduction of per second billing.  Meanwhile, progress in
Colombia has been encouraging with clients beginning to increase
and the EBITDA margin was higher than expected at 21% in the
first quarter 2007, compared to 16% in the fourth quarter 2006.

Millicom International told Dow Jones that it is expected that
revenues will begin increasing in Colombia in the third quarter
when the distribution and the visibility of Tigo will have
improved.

Mr. Beuls commented to Dow Jones, "In Africa, with revenues and
EBITDA up by 55% and 30%, respectively, we are already seeing
the beneficial effect of the launch of Tigo and we believe that
in the future our African businesses can achieve similar if not
higher levels of growth than those in Latin America."

Dow Jones reports that Millicom International said in the fourth
quarter 2006 it removed a number of low revenue subscribers from
the network in Tanzania, which affected net subscriber intake
for the fourth quarter.  However, subscriber growth has
accelerated again in 2007.

Millicom International told Dow Jones that encouragingly the
EBITDA margin in Africa as a whole improved slightly to 37% in
the first quarter 2007, compared to 36% in the fourth quarter
2006, reversing the recent quarterly downwards trend.  

Millicom International introduced per-second billing in Cambodia
in January 2007.  Revenues were strong due to effective tariff
cut from the change to per-second billing, increasing 15%
compared to the fourth quarter 2006.  Sri Lanka is beginning to
show positive results after the launching of Tigo in January
2007.  Revenue grew 42% from the first quarter of 2006, due to
investments made on the network in 2006 and early this year.  
Millicom International's Asian revenues increased 22% growth,
EBITDA rose 11%.  The company completed the sale of Paktel in
the first quarter 2007 for an enterprise value of US$460
million, and recorded a net gain on the sale of the business of
US$258 million, Dow Jones states, citing Millicom International.

Headquartered in Bertrange, Luxembourg, and controlled by
Sweden's AB Kinnevik, Millicom International Cellular S.A. --
http://www.millicom.com/-- is a global telecommunications
investor with cellular operations in Asia, Latin America and
Africa.  It currently has cellular operations and licenses in 16
countries.  The Group's cellular operations have a combined
population under license of around 391 million people.

The Central America Cluster comprises Millicom's operations in
El Salvador, Guatemala and Honduras.  The population under
license in Central America at December 2005 is 26.4 million.
The South America Cluster comprises Millicom's operations in
Bolivia and Paraguay.  The population under license in South
America at December 2005 is 15.2 million.

                        *     *     *

Standard & Poor's Ratings Services placed its 'B+' long-term
corporate credit rating and 'B-' senior unsecured debt ratings
on Luxembourg-headquartered emerging-markets wireless
telecommunications operator Millicom International Cellular S.A.
on CreditWatch with positive implications, following the signing
of an agreement for sale by Millicom of its 88.9% stake in
Paktel Ltd. to China Mobile Communications Corp.

Millicom International's 10% senior notes due 2013 carry Moody's
B3 rating and Standard & Poor's B- rating.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 4, 2007, Moody's Investors Service confirmed its Ba3
Corporate Family Rating for Millicom International Cellular S.A.

Moody's also assigned a Ba3 probability of default rating to the
company.




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


DYOLL INSURANCE: Farmers To Wait Few More Weeks to Get Paid
-----------------------------------------------------------
Radio Jamaica reports that more time is needed to prepare
cheques and make arrangements before compensation from Dyoll
Insurance is disbursed to the coffee farmers who suffered crop
damage during Hurricane Ivan in 2004.

As reported in the Troubled Company Reporter-Latin America on
May 11, 2007, the Coffee Industry Board, Coffee Insurance Fund
trustees and other stakeholders decided during an emergency
meeting that coffee farmers will receive their insurance
payments from Dyoll Insurance by May 31, 2007.   

However, Derrick Simon, the Coffee Growers Association's head,
told Radio Jamaica that the farmers will have to wait a few more
weeks to receive compensation. The delay is not good news for
coffee farmers.

Dyoll Group Ltd. is a Jamaica-based company that is principally
engaged in the insurance business.  Jamaica's Financial Services
Commission has assumed temporary management of the Jamaica-based
Dyoll Insurance Co. Ltd. in March 7, 2005, in order to establish
the true position of the Company, address the matter of
settlement to its claimants and ensure that its policies will
remain in force after a high level of insurance claims were
leveled on the company as a result of the hurricane Ivan.
Kenneth Tomlinson was appointed temporary manager.  Jamaica's
Supreme Court ordered for the distribution of a US$653 million
fund held by the FSC in accordance with the Insurance Act 2001,
section 59, which says that the prescribed deposit, on the
winding up of an insurance company, should be applied first to
settle the claims of local policyholders.


DYOLL INSURANCE: Government Overpays Some Coffee Farmers
--------------------------------------------------------
Jamaican Agriculture Minister Roger Clarke told Radio Jamaica
that it has been discovered that some of the coffee farmers who
suffered crop damage during Hurricane Ivan were overpaid, which
could affect the collection for the Dyoll Insurance pay-out.

As reported in the Troubled Company Reporter-Latin America on
May 8, 2007, the Coffee Insurance Scheme Trustees reportedly
repaid the US$60 million that the Jamaican government disbursed
to coffee farmers in 2006, as compensation from Dyoll Insurance.

Radio Jamaica relates that it has not be determined how many
farmers were overpaid and how much was overpaid.

The money will have to be repaid, Radio Jamaica states, citing
Minister Clarke.

Dyoll Group Ltd. is a Jamaica-based company that is principally
engaged in the insurance business.  Jamaica's Financial Services
Commission has assumed temporary management of the Jamaica-based
Dyoll Insurance Co. Ltd. in Mar. 7, 2005, in order to establish
the true position of the Company, address the matter of
settlement to its claimants and ensure that its policies will
remain in force after a high level of insurance claims were
leveled on the company as a result of the hurricane Ivan.
Kenneth Tomlinson was appointed temporary manager.  Jamaica's
Supreme Court ordered for the distribution of a US$653 million
fund held by the FSC in accordance with the Insurance Act 2001,
section 59, which says that the prescribed deposit, on the
winding up of an insurance company, should be applied first to
settle the claims of local policyholders.




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


ADVANCED MKTG: Court Moves Exclusive Plan Filing Date to Aug. 10
----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has extended Advanced Marketing Services Inc. and its debtor-
affiliates' exclusive periods to file a Chapter 11 plan until
August 10, 2007, and to solicit acceptances of that plan until
October 9, 2007.

The Debtors' exclusive period to file a chapter 11 plan expired
on Apr. 28, 2007.  

As reported in the Troubled Company Reporter on April 23, 2007,
Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, related that the Debtors believe the dates
are consistent with the plan process timeline they have
discussed with the Official Committee of Unsecured Creditors.

Mr. Collins also asserted that the Debtors' Exclusive Periods
should be extended because:

    (a) the Debtors' Chapter 11 cases are large and complex and
        they need more time to craft a plan of reorganization;

    (b) in addition to negotiating debtor-in-possession
        financing and the sales of their assets, the Debtors
        have been making significant progress in their efforts
        on stabilizing, winding down their remaining operations,
        and implementing the transition services related to the
        Sales;

    (c) while the Debtors will shortly file a request for the
        Court to establish bar dates for filing proofs of claim,
        it will only be after the claims bar date has passed
        that the Debtors will be in a position to begin
        evaluating the universe of claims against them and, in
        light of that evaluation and the results of their
        planning process, develop the plan; and

    (d) the Debtors believe that analysis of their remaining
        executory contracts and leases, review of claims,
        development of a draft plan and negotiations with their
        various constituencies regarding the terms of a plan and
        the related process, together with the day-to-day tasks
        of operating as Chapter 11 debtors-in-possession, will
        consume the bulk of their time and efforts in the coming
        months.

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.  
Lowenstein Sandler PC represents the Official Committee of
Unsecured Creditors.  

When the Debtors filed for protection from their creditors, they
listed estimated assets and debts of more than US$100 million.  
(Advanced Marketing Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


ADVANCED MARKETING: Court Sets July 2 as General Claims Bar Date
----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has set July 2, 2007, as the bar date in Advanced Marketing
Services Inc. and debtor-affiliates' bankruptcy cases, by which
all entities, including governmental units, must file proofs of
claim in Debtors' Chapter 11 cases.  

As reported in the Troubled Company Reporter on April 23, 2007,
the Debtors also asked the Court to establish a bar date to
file:

    (a) claims relating to the Debtors' rejection of executory
        contracts or unexpired leases pursuant to Section 365 of
        the Bankruptcy Code;

    (b) claims as a result of amendments to the Debtors'
        schedules of assets and liabilities;

    (c) administrative expense claims asserted under Section
        503(b)(9) of the Bankruptcy Code;

    (d) all other non-Section 503(b)(9) administrative expense
        claims arising or accruing on or before April 30, 2007,
        under Sections 503(b) and 507(a) of the Bankruptcy Code.

                      General Bar Date

The General Bar Date would apply to all entities holding claims
against the Debtors -- whether secured, unsecured, priority or
unsecured non-priority -- that arose before Dec. 29, 2006.  

Subject to the provisions set forth for holders of claims
subject to the Rejection Bar Date, the Schedules Bar Date, the
Section 503(b)(9) Bar Date, and the First Administrative Bar
Date, these entities must file claims on or before the general
bar date:

    -- any entity whose prepetition claim against a Debtor is
       not listed in the applicable Debtor's Schedules or is
       listed as disputed, contingent or unliquidated in the
       Schedules, and that desires to participate or share in
       any distribution in the Debtors' Chapter 11 cases; and

    -- any entity that believes that its prepetition claim is
       improperly classified or is listed in an incorrect amount
       in the Schedules, and that desires to have its claim
       allowed in a classification or amount other than that
       identified in the Schedules.

                      Rejection Bar Date

The bar date for any claim relating to a rejection of an
executory contract or unexpired lease will be the later of (a)
the General Bar Date for all Entities, or (b) 30 days after the
service of a Court ruling approving rejection on the affected
entities.

                      Schedules Bar Date

The Court also fixed the Schedules Bar Date to the later of (a)
the General Bar Date, or (b) 30 days after the date that a
notice of the applicable amendment to the Schedules, if any, is
served on the claimant.

To the extent the Debtors amend their Schedules relating to the
claim of any creditor, the Debtors will serve notice of both the
amendment and the Schedules Bar Date on the affected creditor.
Nothing would preclude the Debtors from amending their Schedules
in accordance with the Local Rules of Bankruptcy Practice and
Procedure for the U.S. Bankruptcy Court in the District of
Delaware.

                 Section 503(b)(9) Bar Date

The Court also established the General Bar Date as the
Section 503(b)(9) Bar Date.  

Under Section 503(b)(9), a claim is accorded administrative
expense priority where the claim is for "the value of any goods
received by the debtor within 20 days before the date of
commencement of a case under [Chapter 11] in which the goods
have been sold to the debtor in the ordinary course of [the]
debtor's business."  

Holders of potential Section 503(b)(9) Claims who fail to file a
request for payment of claims on or before the Section 503(b)(9)
Bar Date will be forever barred and estopped from asserting
their Section 503(b)(9) Claims against the Debtors.

               First Administrative Bar Date

The Court further established the General Bar Date as the First
Administrative Bar Date.  The First Administrative Bar Date is
the deadline for claimants requesting the allowance of
administrative expense claims arising under Sections 503(b),
507(a) or any other section of the Bankruptcy Code, except
Section 503(b)(9) Claims, arising or accruing on or after
Dec. 29, 2006, but prior to or on April 30, 2007, to file a
claim.

Any entity holding an interest in any Debtor who wish to assert
claims against any of the Debtors that arise out of or relate to
the sale, issuance, or distribution of the Interest, must file
claims on or before the General Bar Date, unless another
exception identified in the request applies.

Interest Holders who wish to assert claims against any of the
Debtors that arise out of or relate to the sale, issuance, or
distribution of the Interest, must file claims on or before the
General Bar Date, unless another exception identified in the
request applies.

The Debtors will serve on all known entities holding potential
prepetition claims:

    (i) a notice of the Bar Dates;

   (ii) a proof of claim form based upon Official Form No. 10;

  (iii) the Section 50.3(b)(9) Claim Request form; and

   (iv) the Proof of Administrative Claim Form.

All entities asserting claims against more than one Debtor are
required to file a separate claim with respect to each Debtor.

            About Advanced Marketing Services Inc.

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.  
Lowenstein Sandler PC represents the Official Committee of
Unsecured Creditors.  

When the Debtors filed for protection from their creditors, they
listed estimated assets and debts of more than US$100 million.  
(Advanced Marketing Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


BALLY TOTAL: Will Pay Consent Fee to Senior Noteholders
-------------------------------------------------------
Bally Total Fitness Holding Corp. has agreed to pay a one-time
cash consent fee of US$1.25 per US$1,000 principal amount of
notes to holders of its 10-1/2% Senior Notes due 2011 that
execute a limited waiver and forbearance agreement by 5:00 pm
EDT on May 14, 2007.  The company disclosed that holders of
approximately 80% of its 9-7/8% Senior Subordinated Notes due
2007 have agreed to execute a similar forbearance agreement
without receiving any consent payment, if forbearance agreements
are executed by holders of a majority of the Senior Notes.

As previously announced, the waivers relate to the company's
inability to file its Annual Report on Form 10-K for fiscal 2006
and Quarterly Report on Form 10-Q for the first quarter of 2007
with the Securities and Exchange Commission on a timely basis
and the company's non-payment of interest on its Senior
Subordinated Notes, both of which are defaults under the
indentures governing the notes.  Under terms of the proposed
agreements, noteholders will waive the defaults and forbear from
exercising any related remedies until July 13, 2007, on terms
similar to the recently executed forbearance agreement under the
company's senior secured credit facility.  That agreement
requires that forbearance arrangements be in place with holders
of a majority of the Senior Notes and at least 75% of the Senior
Subordinated Notes by May 14, 2007.

Houlihan Lokey Howard & Zukin Capital was announced as financial
advisor to an Ad Hoc Committee that represents certain holders
of the Senior Notes and the Senior Subordinated Notes.  In order
to execute a forbearance agreement, holders of the notes should
contact:

         Houlihan Lokey Howard & Zukin Capital
         255 South Sixth Street, Suite 4950
         Minneapolis, MN 55402-4304
         Attn: Brad Geer
         Tel: (612) 338-2910

Houlihan Lokey is also available to answer questions concerning
the detailed terms and conditions of the waiver and forbearance
agreements.  Holders of the notes may also obtain the necessary
documentation on the company's Web site or by contacting the
company's financial advisor:

         Jefferies & Company, Inc.
         520 Madison Avenue, 12th Floor
         New York, NY 10022
         Attn: Thomas Carlson
         Tel: (212) 284-2045

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(NYSE: BFT) -- http://www.Ballyfitness.com/-- is a commercial  
operator of fitness centers in the U.S., with nearly 390
facilities and 30 franchises and joint ventures located in 29
states, Mexico, Canada, Korea, China and the Caribbean.  Bally
also sells Bally-branded apparel, nutritional products, fitness-
related merchandise and its licensed portable exercise equipment
is sold in more than 10,000 retail outlets.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 19, 2007, Moody's Investors Service downgraded all the
credit ratings of Bally Total Fitness Holding Corp. after its
failure to make the April 16, 2007 interest payment on US$300
million principal amount of senior subordinated notes.  Bally
Total's failure to make the interest payment on the subordinated
notes constitutes an event of default under the indenture
governing its US$235 million of senior notes and, upon the
expiration of the applicable grace period, will constitute an
event of default under the subordinated notes indenture.
Moody's downgraded the Probability of Default Rating to D and
the Corporate Family Rating to Ca.  The rating outlook was
changed from negative to stable.

These ratings were downgraded:

   -- US$235 million 10.5% senior unsecured notes (guaranteed)
      due 2011, to Ca (LGD 4, 51%) from Caa3 (LGD 4, 51%)

   -- US$300 million 9.875% senior subordinated notes due 2007,
      to C (LGD 5, 88%) from Ca (LGD 5, 88%)

   -- Corporate family rating, to Ca from Caa3

   -- Probability of default rating, to D from Caa3


CARDTRONICS INC: Completes Existing Credit Pact Modification
------------------------------------------------------------
Cardtronics Inc. had completed a recent amendment to its
existing Credit Agreement, which was originally entered into on
May 17, 2005.

The amendment, which represents the sixth amendment to the
Credit Agreement, reduces the current margin paid by the company
on certain types of advances and increases the company's annual
authorized capital expenditure levels from US$50 million to
US$60 million.  

The Amendment also clarifies a number of defined terms,
including how the results of the company's non-wholly owned
subsidiaries are treated under the Credit Agreement, and
outlines certain changes regarding the ongoing reporting
requirements of the company.

The full-text copy of the 6th amendment to the Credit Agreement
is available for free at http://ResearchArchives.com/t/s?1ecf

Headquartered in Houston, Texas, Cardtronics Inc.--
http://www.cardtronics.com/-- is a non-bank owner/operator of  
ATMs with more than 25,000 locations.  The company operates in
every major U.S. market, at approximately 1,500 locations
throughout the U.K. and over 500 locations in Mexico.  

                        *     *     *

Cardtronics Inc.'s 9-1/4% Senior Subordinated Notes due 2013
carry Moody's Investors Service's 'B3' rating and Standard &
Poor's 'B-' rating.


EPICOR SOFTWARE: Closes US$200 Million of Senior Notes Offering
---------------------------------------------------------------
Epicor Software Corporation disclosed that the underwriters of
its previously announced offering of US$200 million in aggregate
principal amount of 2.375% convertible senior notes due in 2027
have exercised in full their overallotment option to purchase
US$30 million of additional notes, bringing the total amount of
the notes issued to US$230 million.  The issuance of the
additional notes closed on May 8, 2007.

The notes will pay interest semiannually at a rate of 2.375% per
annum until May 15, 2027.  The notes will be convertible, under
certain circumstances, into cash or, at the company's option,
cash and shares of the company's common stock, at an initial
conversion rate of 55.2608 shares of common stock per US$1,000
principal amount of notes, which is equivalent to an initial
conversion price of approximately US$18.10 per share.  The
initial conversion price represents a 30% premium over the last
reported sale price of the Company's common stock on May 2,
2007, which was US$13.92 per share.

Epicor estimates that the net proceeds from this offering will
be approximately US$222.3 million after deducting discounts,
commissions and estimated expenses associated with the offering.  
Epicor expects the offering to be accretive to its fiscal 2007
earnings per diluted share.  On May 8, 2007, Epicor used
approximately US$94 million of the net proceeds to repay in full
the Company's term loan outstanding under its credit facility.  
The balance of the net proceeds will be used for working
capital, capital expenditures and other general corporate
purposes, which may include funding acquisitions of businesses,
technologies or product lines, although Epicor currently has no
commitments or agreements for any such specific acquisition.  
Epicor may also use a portion of the remaining net proceeds to
repurchase outstanding shares of its common stock.

Headquartered in Irvine, California, Epicor Software Corp.
-- http://www.epicor.com/www/-- is a provider of enterprise  
resource planning, customer relationship management, and supply
chain management software and solutions to mid-market companies
worldwide.  Epicor Software has worldwide locations in
Australia, Canada, China, Germany, Hong Kong, Indonesia, Italy,
Japan, Korea, Malaysia, Mexico, Singapore, Taiwan, and the
United Kingdom, among others.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
April 23, 2007, Standard & Poor's Rating Services raised its
corporate credit rating on Irvine, California-based Epicor
Software Corp., to 'BB-' from 'B+'.  The outlook is stable.  The
action reflects successful integration of the CRS Retail
acquisition, continued cash flow generation, and substantially
reduced leverage to about 1.8x in 2006, from 2.9x in 2005.


GENERAL MOTORS: Ends 2-Year Ban on Equities Trading by Execs.
-------------------------------------------------------------
General Motors Corp. allowed around 20 of its executives to
trade shares through May 31, Reuter reports.  The two-year ban,
which took effect as the company implemented a restructuring,
was done to prevent insider trading.

According to Reuters, the company's shares increased to more
than 50% in 2006.
  
Reuters relates that among the executives who stand to gain from
the lifting of the ban include Chief Executive Rick Wagoner,
Chief Financial Officer Fritz Henderson, and Vice Chairman of
Global Product Development Robert Lutz.  These three executives
have been credited in the automaker's turnaround.  CEO Wagoner,
who reduced his base salary by 50% in 2005, will receive a $1.65
million base salary in 2007.

The automaker however, still doesn't provide earnings forecast
which it had stopped since April 2005.

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- is the         
world's largest automaker and has been the global industry sales
leader for 76 years.  GM currently employs about 280,000 people
around the world.  GM manufactures its cars and trucks in 33
countries.  In 2006, nearly 9.1 million GM cars and trucks were
sold globally under these brands: Buick, Cadillac, Chevrolet,
GMC, GM Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn and
Vauxhall.

                        *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2006,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and other ratings on General Motors Corp. and
removed them from CreditWatch with negative implications, where
they were placed March 29, 2006.  S&P said the outlook is
negative.

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Moody's Investors Service assigned a Ba3, LGD1, 9% rating to the
US$1.5 billion secured term loan of General Motors Corp.

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Moody's Investors Service assigned a Ba3, LGD1, 9% rating to the
US$1.5 billion secured term loan of General Motors Corp.


GRUPO IMSA: Merger with Ternium Beneficial for Both Companies
-------------------------------------------------------------
Industry analysts told Business News Americas that steel group
Ternium's offer to acquire Mexican steelmaker Grupo Imsa will be
beneficial for both firms.

As reported in the Troubled Company Reporter-Latin America on
May 2, 2007, Ternium SA said it had reached an agreement to
acquire control of Grupo Imsa SAB for a total of US$1.7 billion.  
Grupo Imsa was negotiating with Ternium for possible acquisition
or formation of a strategic alliance.  The negotiations include
the possible acquisition of just parts of Grupo Imsa's
operations.  Grupo Imsa Co-Chairperson Marcelo Canales said the
company might sell as much as a 16% stake to the public by the
end of 2007 to increase the amount of shares traded.  According
to Mr. Canales, Grupo Imsa would likely wait until the second
half of 2007, when Mexico's economy and earnings are expected to
pick up.  The company wanted to boost the percentage of shares
traded publicly to as much as 25% from 9%.

The analysts told BNamericas that the merger is a good move, as
Ternium already has the Hylsamex steel operation in Mexico,
making the new merger "an easy fit."

Carlos Hermosillo, an analyst with financial services company
Vector Casa de Bolsa, commented to BNamericas, "Integrating the
companies' production chains and plants should be relatively
easy and bring about important savings."

BNamericas notes that Jorge Beristain, Latin American research
director for Deutsche Bank, agrees with Mr. Hermossilo.  He
said, "Hylsamex and Imsa are direct competitors in many product
lines and this merger will increase Ternium's market share.  
They are basically doubling their market share from 20% to 40%
and taking over a very similar competitor so there should be
some economies of scale in management, purchasing and market
pricing power."

According to BNamericas, Mr. Hermosillo doesn't foresee
antitrust problems due to the nature of the deal.  Meanwhile,
Mr. Beristain suggested that there may be some antitrust review,
because in "certain products Hylsamex and Imsa are bound to have
very large market shares when combined."  

However, if one views the steel industry from the point of view
of the Americas, North America or global industry, this isn't
really a significant transaction in terms of boosting market
share, BNamericas says, citing Mr. Beristain.  "If the regulator
looks at it from the safety of the Mexican consumer, they could
try to put certain limitations on the merger or ask for certain
divestitures or concessions from Ternium.  Antitrust reviews are
conservative in Mexico," Mr. Beristain continued.

"With this transaction, Ternium is strengthening its position in
Nafta, not just in Latin America.  The move falls in line with
the strategy it has had of having a geographical grip on all of
[the Americas].  In commercial terms they have the whole
continent basically covered," Mr. Hermosillio told BNamericas.

Headquartered in Mexico, Grupo IMSA, S.A. de C.V. --
http://www.grupoimsa.com/-- is a diversified industrial company
that conducts its business in three segments: steel processing
products, steel and plastic construction products and aluminum
and other related products.  The company's products include
galvanized metal, painted metal, aluminum for construction,
glass fiber and painted laminates.  The company operates through
its wholly owned subsidiary holding companies: IMSA ACERO S.A.
de C.V., IMSATEC S.A. de C.V., and IMSALUM S.A. de C.V.  The
company exports its products to the United States, Canada,
Mexico, Europe and Central and South America.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Jan. 11, 2007, Standard & Poor's Ratings Services lowered its
long-term corporate credit rating on Grupo Imsa SAB de CV to
'BB+' from 'BBB' and removed it from CreditWatch, where it was
placed with negative implications on Oct. 2, 2006.  S&P said the
outlook is stable.




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


XEROX CORP: Completed Offer Cues S&P to Lift Rating from BB+
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Stamford, Connecticut-based Xerox Corp. to 'BBB-' from
'BB+' and removed them from CreditWatch, where they were placed
with positive implications on April 2, 2007.
      
"The upgrade reflects the company's recent announcement that it
has completed its tender offer for Global Imaging Systems,
Inc.," said Standard & Poor's credit analyst Martha Toll-Reed.  
The outlook is stable.
     
Xerox is a global company serving the document management
markets with total revenues of $15.9 billion in 2006.  The
company's document management activities encompass developing,
manufacturing, marketing, servicing, and financing a broad range
of document equipment, software, solutions and services,
including black & white and color copiers and multifunction
devices, professional services, document outsourcing and desktop
and production printing.  Global Imaging had total revenues for
the 12 months ended Dec. 31, 2006, of $1.1 billion.  The company
is a provider of office technology solutions to middle-market
businesses in the U.S., with a history of consistent and
profitable growth.  The acquisition is expected to enhance
Xerox's access to the small-to-medium business market, including
the potential expansion of Xerox's product installations in
Global's customer base, and is supportive of Xerox's strategic
growth objectives.
     
Xerox intends to operate Global as a wholly owned, stand-alone
subsidiary, which should limit potential operational disruption
and integration risks.  While the funding of the acquisition is
expected to result in an increase in Xerox's leverage for the
next several quarters, S&P expect cash flow generated from
operations to be used primarily to reduce acquisition-related
debt, with a reduced emphasis on share repurchases.  Over the
near-to-intermediate term, Xerox is expected to maintain
consistent EBITDA levels, and a solid, investment-grade
financial profile, with adjusted total debt (including our
allowance for up to US$1 billion potential cash value litigation
settlement) to nonfinancing EBITDA of 2.5x or less.

Headquartered in Stamford, Connecticut, Xerox Corp. --
http://www.xerox.com/-- develops, manufactures, markets,   
services and finances a range of document equipment, software,
solutions and services.  Xerox operates in over 160 countries
worldwide and distributes products in the Western Hemisphere
through divisions, wholly owned subsidiaries and third-party
distributors.  The company has operations in Japan, Italy and
Nicaragua.




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


INTERPUBLIC GROUP: Posts US$125.9 Mil. Net Loss in First Quarter
----------------------------------------------------------------
The Interpublic Group of Companies Inc. reported a net loss of
US$125.9 million for the first quarter ended March 31, 2007,
compared with a net loss of US$170.2 million a year ago.

First quarter 2007 revenue of US$1.36 billion, compared to
US$1.33 billion the same period a year ago.
          
During the first quarter, operating expenses decreased to
US$1.48 billion in 2007, from US$1.49 billion last year.
          
Operating loss in the first quarter of 2007 was US$124.2
million, compared to a loss of US$159.6 million in 2006.

"Last year, we reversed a multi-year organic revenue decline and
put the company back on a positive organic trajectory.  This
quarter, we began to build on this accomplishment.  We also saw
continued good progress in lowering office and general
expenses," said Michael I. Roth, Interpublic's chairman and
chief executive officer.  

"Our operating units are focused on delivering integrated and
accountable solutions to our clients.  We will continue to
assist them by developing our talent base and investing in
emerging markets and digital capabilities.  Going forward, we
must increase the rate of improvement in organic growth, as well
as aggressively address staff costs.  We remain on target to
achieve our operating plan for 2007, which puts us in position
to meet the turnaround goals that we have communicated to the
market."

During the first quarter, salaries and related expenses were
US$988.8 million, up 4.0% compared to the same period in 2006.  
This increase reflects higher base salaries to support growth in
certain of the company's businesses, stock compensation expense
and accruals for bonus awards.

Compared to the same period in 2006, first quarter 2007 office
and general expenses decreased 7.5% to US$495.1 million, driven
by continued reductions in professional fees, mainly for
finance-related projects.

Net interest expense in the first quarter of 2007 was US$6.3
million higher compared to the same period in 2006, primarily
attributable to non-cash items related to the amortization of
issuance costs and deferred warrant costs incurred as a result
of the ELF financing transaction completed in the second quarter
of 2006.

The income tax benefit in the first quarter of 2007 was
US$25.7 million, compared to a benefit of US$8.8 million in the
same period of 2006.

At March 31, 2007, cash, cash equivalents and marketable
securities totaled US$1.52 billion, compared to US$1.96 billion
at the end of 2006.  Total debt was US$2.3 billion as of
March 31, 2007, virtually unchanged from Dec. 31, 2006.

At March 31, 2007, the company's balance sheet showed
US$11.09 billion in total assets, US$9.26 billion in total
liabilities, and US$1.83 billion in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available
for free at http://researcharchives.com/t/s?1edf

                   About Interpublic Group

New York-based, Interpublic Group of Companies Inc. (NYSE:IPG)
-- http://www.interpublic.com/-- is one of the world's leading   
organizations of advertising agencies and marketing services
companies.  The Interpublic Group has over 43,000 employees
working in offices in more than 130 countries around the world,
including Argentina, Brazil, Barbados, Belize, Chile, Colombia,
Costa Rica, Dominican Republic, Ecuador, El Salvador, Guatemala,
Honduras, Jamaica, Mexico, Nicaragua, Panama, Paraguay, Puerto
Rico, Peru, Uruguay and Venezuela.

                        *     *     *

As reported in the Troubled Company Reporter on Mar 8, 2007,
Moody's Investors Service changed The Interpublic Group of
Companies, Inc.'s outlook to stable from negative and affirmed
its Ba3 corporate family rating, its Ba3 debt ratings, and its
SGL-1 assessment.




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


DAIMLERCHRYSLER AG: Ohio Workers Hire Morpheus to Advise on Bid
---------------------------------------------------------------
Employee Owned Company LLC, a group of United Auto Workers in
Ohio, has hired Morpheus Capital Advisors in New York in its bid
for an employee stock-ownership plan for DaimlerChrysler AG's
Chrysler Group, The Associated Press reports.

According to the report, Morpheus will arrange financing and
consult on the sales process.

"We think there is a way to structure a creative deal that will
be beneficial for all parties," JPMorgan Chase & Co. Morpheus
President Mitchell Gordon was quoted by AP as saying.

The group is also being advised by ITSS Expos President Rich
Caires, who has worked on deals in the auto industry.

The UAW's leadership and legal team have already reviewed the
stock-ownership plan, which the group believes would help offset
health care concessions that may have to be given during
contract negotiations later this year.  However, the union has
not officially declared its support for the proposal as
president Ron Gettelfinger is concentrating his efforts on
trying to keep Chrysler with DaimlerChrysler, AP relates.

DaimlerChrysler is expected to disclose a lead bidder soon.

As previously reported in the TCR-Europe on May 2, Magna
International Inc. leads the race for DaimlerChrysler AG's
Chrysler Group and could grab a much larger stake in the ailing
unit, potentially taking a direct minority ownership stake of
between 25% and 50%.

                   About DaimlerChrysler

Based in Stuttgart, Germany, DaimlerChrysler AG (NYSE:DCX) (FRA:
DCX) -- http://www.daimlerchrysler.com/-- develops,  
manufactures, distributes, and sells various automotive
products, primarily passenger cars, light trucks, and commercial
vehicles worldwide.  It primarily operates in four segments:
Mercedes Car Group, Chrysler Group, Commercial Vehicles, and
Financial Services.

The company's worldwide operations are located in: Canada,
Mexico, United States, Argentina, Brazil, Venezuela, China,
India, Indonesia, Japan, Thailand, Vietnam, and Australia.

The Chrysler Group segment offers cars and minivans, pick-up
trucks, sport utility vehicles, and vans under the Chrysler,
Jeep, and Dodge brand names.  It also sells parts and
accessories under the MOPAR brand.

The Chrysler Group is facing a difficult market environment in
the United States with excess inventory, non-competitive legacy
costs for employees and retirees, continuing high fuel prices
and a stronger shift in demand toward smaller vehicles.  At the
same time, key competitors have further increased margin and
volume pressures -- particularly on light trucks -- by making
significant price concessions.  In addition, increased interest
rates caused higher sales & marketing expenses.

In order to improve the earnings situation of the Chrysler Group
as quickly and comprehensively, measures to increase sales and
cut costs in the short term are being examined at all stages of
the value chain, in addition to structural changes being
reviewed as well.


ELECTRICIDAD DE CARACAS: Petroleos de Venezuela Buys 93% Stake
--------------------------------------------------------------
Electricidad de Caracas has sold a stake of just under 93% to
Venezuelan state-owned oil company Petroleos de Venezuela SA
through a tender offer that started on April 9 and lasted for a
month, according to a statement by the Venezuelan firm.

The Associated Press relates that the Venezuelan government
purchased the shares in Electricidad de Caracas as part of a
nationalization drive by President Hugo Chavez that will cost
US$836.9 million.  The nationalization also includes Venezuela's
main telecommunications firm CA Nacional Telefonos de Venezuela
and lucrative oil projects.

According to the AP, the Electricidad de Caracas shares that the
government acquired includes an 82% stake that Venezuela agreed
to purchase in February from AES Corp. for about US$739 million.

The shares would begin to formally pass to state ownership on
the Caracas Stock Exchange, and payments would be made for both
US and locally traded shares on May 17.  Venezuela is paying
VEB587.81 per share on the Caracas exchange and US$13.67 per New
York-traded share, Petroleos de Venezuela told the AP.

                 About Petroleos de Venezuela

Petroleos de Venezuela SA -- http://www.pdv.com/-- is
Venezuela's state oil company in charge of the development of
the petroleum, petrochemical and coal industry, as well as
planning, coordinating, supervising and controlling the
operational activities of its divisions, both in Venezuela and
abroad.  The company has a commercial office in China.

                 About Electricidad de Caracas

Electricidad de Caracas is the largest private-sector electric
utility in Venezuela and generates, transmits, distributes, and
markets electricity primarily to metropolitan Caracas and its
surrounding areas.  The AES Corp. owns 86% of EDC and acquired
its stake in June 2000, through a public-tender offer.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 16, 2007, Standard & Poor's Ratings Services revised the
CreditWatch implications for its 'B' foreign currency corporate
credit rating on C.A. La Electricidad de Caracas to developing
from negative.  Standard & Poor's also revised the CreditWatch
implications for its 'B' senior unsecured debt rating on
Electricidad de Caracas Finance B.V.'s notes due 2014 to
developing from negative.


PETROLEOS DE VENEZUELA: Buys Shares in Electricidad de Caracas
--------------------------------------------------------------
Venezuelan state-owned oil company Petroleos de Venezuela SA
said in a statement that it had acquired a stake of just under
93% in Electricidad de Caracas through a tender offer that
started on April 9 and lasted for a month.

The Associated Press relates that the Venezuelan government
purchased the shares in Electricidad de Caracas as part of a
nationalization drive by President Hugo Chavez that will cost
US$836.9 million.  The nationalization also includes Venezuela's
main telecommunications firm CA Nacional Telefonos de Venezuela
and lucrative oil projects.

According to the AP, the Electricidad de Caracas shares that the
government acquired includes an 82% stake that Venezuela agreed
to purchase in February from AES Corp. for about US$739 million.

The shares would begin to formally pass to state ownership on
the Caracas Stock Exchange, and payments would be made for both
US and locally traded shares on May 17.  Venezuela is paying
VEB587.81 per share on the Caracas exchange and US$13.67 per New
York-traded share, Petroleos de Venezuela told the AP.

                 About Electricidad de Caracas

Electricidad de Caracas is the largest private-sector electric
utility in Venezuela and generates, transmits, distributes, and
markets electricity primarily to metropolitan Caracas and its
surrounding areas.  The AES Corp. owns 86% of EDC and acquired
its stake in June 2000, through a public-tender offer.

                 About Petroleos de Venezuela

Petroleos de Venezuela SA -- http://www.pdv.com/-- is
Venezuela's state oil company in charge of the development of
the petroleum, petrochemical and coal industry, as well as
planning, coordinating, supervising and controlling the
operational activities of its divisions, both in Venezuela and
abroad.  The company has a commercial office in China.

                        *     *     *

Standard & Poor's said on July 17 that it may lower the
company's B+ foreign-currency debt rating in part because of the
absence of timely financial and operating information.


PETROLEOS DE VENEZUELA: Launches Drilling Operations in Corocoro
----------------------------------------------------------------
Venezuelan state-run oil company Petroleos de Venezuela SA said
in a statement that it has started drilling in Corocoro after
confiscating the project from U.S. oil major ConocoPhillips.

Business News Americas relates that ConocoPhillips has not
accepted government terms for continuing in the joint venture
deals with Petroleos de Venezuela.  ConocoPhillips is the only
private oil firm that hasn't signed the deals for state control
of oil assets.

Petroleos de Venezuela didn't specify whether it was referring
to Corocoro Este or Corocoro Oeste -- two offshore deposits in
Venezuela that aren't in production, BNamericas states.

Petroleos de Venezuela SA -- http://www.pdv.com/-- is
Venezuela's state oil company in charge of the development of
the petroleum, petrochemical and coal industry, as well as
planning, coordinating, supervising and controlling the
operational activities of its divisions, both in Venezuela and
abroad.  The company has a commercial office in China.

                        *     *     *

Standard & Poor's said on July 17 that it may lower the
company's B+ foreign-currency debt rating in part because of the
absence of timely financial and operating information.


PETROLEOS DE VENEZUELA: Luis Tascon Discloses Alleged Corruption
----------------------------------------------------------------
EFE reports that Deputy Luis Tascon said he heard claims of
corruption in Venezuelan state-owned oil firm Petroleos de
Venezuela with regard to selective award of contracts for US$70
million.

Mr. Tascon told the press that he received materials on the
direct contracting of a work for US$70 million, in a move
involving Petroleos de Venezuela Exploration and Production
Vice-President Luis Vierma.

El Universal relates that Mr. Tascon alleged that there was no
bidding for the works and that the contract was awarded to a
firm based in Baranquilla, Colombia, that lacks financial or
technical capabilities.

"There are many peculiar things that Vierma should explain.  We
cannot let Pdvsa [Petroleos de Venezuela] to become again a
black box, where everyone did however they pleased and nobody
could audit," Mr. Tascon told El Universal.

Petroleos de Venezuela SA -- http://www.pdv.com/-- is
Venezuela's state oil company in charge of the development of
the petroleum, petrochemical and coal industry, as well as
planning, coordinating, supervising and controlling the
operational activities of its divisions, both in Venezuela and
abroad.  The company has a commercial office in China.

                        *     *     *

Standard & Poor's said on July 17 that it may lower the
company's B+ foreign-currency debt rating in part because of the
absence of timely financial and operating information.


REVLON INC: March 31 Balance Sheet Upside-Down by US$1.13 Bil.
--------------------------------------------------------------
Revlon Inc.'s balance sheet at March 31, 2007, showed
US$907.9 million in total assets and US$2.04 billion in total
liabilities, resulting in a US$1.13 billion total stockholders'
deficit.

The company's balance sheet at March 31, 2007, also showed
strained liquidity with US$469.8 million in total current assets
available to pay US$565.5 million in total current liabilities.

Revlon Inc. reported a net loss of US$35.2 million on net sales
of US$328.6 million for the first quarter ended March 31, 2007,
compared with a net loss of US$58.2 million on net sales of
US$325.5 million for the first quarter 2006 ended
March 31, 2006.

In the United States, net sales in the first quarter of 2007
declined 2.5% to US$193.3 million, compared with net sales of
US$198.3 million in the first quarter of 2006.  This performance
was driven primarily by lower shipments in color cosmetics,
partially offset by higher shipments in beauty care products.

In International, net sales in the first quarter of 2007
increased 6.4% to US$135.3 million, compared with net sales of
US$127.2 million in the first quarter of 2006.  This growth
reflected higher shipments in all three international regions.

Operating income in the first quarter 2007 was US$3 million,
compared to an operating loss of US$17.2 million in the first
quarter 2006.

Adjusted EBITDA in the first quarter 2007 was approximately
US$32.3 million, compared to US$15.3 million reported in the
same period last year.  Results for the first quarter 2007
included restructuring expenses of US$4.3 million, while the
first quarter 2006 included restructuring expenses of US$9
million.

The improvements in operating income, net loss and Adjusted
EBITDA were due to slightly higher net sales, and significantly
lower general and administrative expenses, which were a direct
result of the initial benefits from the company's restructuring
actions.

Adjusted EBITDA, which is a non-GAAP measure, is defined as net
earnings before interest, taxes, depreciation, amortization,
gains/losses on foreign currency transactions, gains/losses on
the sale of assets, gains/losses on the early extinguishment of
debt and miscellaneous expenses.  The company's management
utilizes Adjusted EBITDA as an operating performance measure in
conjunction with GAAP measures, such as net income and gross
margin calculated in accordance with GAAP.

Commenting on today's announcement, Revlon president and chief
executive officer David Kennedy said, "Our performance this
quarter was driven by a modest increase in sales and a
significant decrease in costs, which was a direct result of the
restructuring actions we announced last year.  We are pleased to
have generated positive operating income and that our Adjusted
EBITDA more than doubled in the first quarter of 2007 compared
to last year.

"Importantly, we remain committed to achieving Adjusted EBITDA
of approximately US$210 million in 2007.  Our focus remains on
building the Revlon brand, the Almay brand and our other key
brands around the world, continuing to improve our execution by
working with our retail customers and intensely controlling our
costs."

Cash flow provided by operating activities in the first quarter
of 2007 was US$24.7 million, compared with cash flow provided by
operating activities of US$8.5 million in the first quarter of
2006.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2007, are available
for free at http://researcharchives.com/t/s?1ebb

                      About Revlon Inc.

Revlon, Inc. (NYSE:REV) -- http://www.revloninc.com/-- is a  
worldwide cosmetics, skin care, fragrance, and personal care
products company.  The company's vision is to deliver the
promise of beauty through creating and developing the most
consumer preferred brands.  The company's brands include
Revlon(R), Almay(R), Vital Radiance(R), Ultima(R), Charlie(R),
Flex(R), and Mitchum(R).  The company's Latin American
operations are located in Argentina, Brazil, Chile, Mexico and
Venezuela.


* VENEZUELA: Acquires Controlling Stake in Cantv for US$1.3 Bil.
----------------------------------------------------------------
The Venezuelan government told the Associated Press that it has
purchased a controlling stake in CA Nacional Telefonos de
Venezuela, or Cantv, for US$1.3 billion.

As reported in the Troubled Company Reporter-Latin America on
May 7, 2007, the government formed a VEB1.6-billion fund to help
pay for the planned nationalization of Cantv.  The Venezuelan
telecommunications regulator Conatel disclosed that government
wanted operational control of Cantv by June 4.  Holding 35.1%
stake of Cantv after its purchase of Verizon Communication's
28.5% holding, the government offered the other Cantv
shareholders to purchase the rest of the shares.  On April 9, to
further to expand control, the government launched a public
tender offered of VEB4,560 per local share and US$14.85 for
American Depositary Shares on the New York Stock Exchange to
obtain a majority stake in Cantv.  The government will use the
fund to help pay for the Oferta Publica de Adquisicion it
launched on April 9 and pay for administrative management
services associated with the OPA.

The AP relates that the government increased its stake in to
86.2 percent from 6.6% after purchasing the shares through
tender offer on the stock exchanges in Caracas and New York.

Venezuelan Telecommunications Minister Jesse Chacon told the AP
that Cantv "now formally passes to the hands of the state."

The government will complete the payment for the increased stake
by May 18.  The payment includes the US$572 million it agreed in
February to pay Verizon Communications Inc. for its 28.5% stake
in Cantv.  The government will take up the operational control
of Cantv during the first week of June, the AP states.

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 20, 2006,
Fitch Ratings affirmed Venezuela's long-term foreign and local
currency Issuer Default Ratings at 'BB-'.  At the same time, the
agency also affirmed the short-term foreign currency IDR at 'B'
and the Country Ceiling at 'BB-'.  Fitch said the outlook on the
ratings remains stable.


* BOOK REVIEW: Baltimore: The Building of an American Cities
------------------------------------------------------------
Author:     Sherry H. Olson
Publisher:  Beard Books
Paperback:  452 pages
List Price: US$34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1587982412/internetbankru
pt

The book Baltimore: The Building of an American Cities by
Sherry H. Olson is a graphic story of one major city, Baltimore,
and an insight into the life of many other cities and their
problems and promise.

Baltimore is a captivating city of multiple images, sounds, and
sensations-the very diversity of which gives it a character and
style all its own.

The author has captured the rich heritage of this American city
on the shores of the Chesapeake Bay and its growth and
development between 1745 and 1979.

This lively account details a pattern of building, dying, and
revitalization, much like other urban centers in the United
States.

Common urban problems such as racial unrest, labor disputes, and
the conflict between public and private interests are analyzed.

The author provides an illuminating insight for urban planners,
politicians, historians, city dwellers, and all those who want
to understand the changes that occur as cities grow older.


                         ***********


S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter - Latin America is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Fairless
Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick,
Maryland USA.  Marjorie C. Sabijon, Sheryl Joy P. Olano, Rizande
delos Santos, Christian Toledo, and Junald Ango, Editors.

Copyright 2007.  All rights reserved.  ISSN 1529-2746.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers.

Information contained herein is obtained from sources believed
to be reliable, but is not guaranteed.

The TCR Latin America subscription rate is US$625 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial
subscription or balance thereof are US$25 each.  For
subscription information, contact Christopher Beard at
240/629-3300.


           * * * End of Transmission * * *