TCRLA_Public/080114.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, January 14, 2008, Vol. 9, Issue 9

                          Headlines

A R G E N T I N A

BIOMET INC: Reports US$89-Million Net Income in Second Quarter
CLUB SOCIAL: Trustee To File General Report in Court on Jan. 17
COMPANIA LATINOAMERICANA: S&P Assigns B- Senior Debt Rating
DELTA AIR: Board to Consider Consolidation with Northwest or UAL
PETROBRAS ENERGIA: Bear Stearns Downgrades Share To Underperform

SMOBY-MAJORETTE: Sells Blow Moulding Unit to RPC Group


B A R B A D O S

ANDREW CORP: Commences Tender Offer for 3-1/4% Convertible Notes


B E L I Z E

COMMSCOPE INC: Andrew Commences Tender Offer for 3-1/4% Notes


B E R M U D A

DCS CORP: Liquidator To Stay Firm's Jan. 22 Wind-Up
FOSTER WHEELER: Subsidiary Bags Supply Contract for UTE CT
FOSTER WHEELER: Supplying Steam Generators to SINOCHEM
ZHUANG PP: Liquidator To Stay Firm's Feb. 4 Wind-Up


B R A Z I L

BANCO NACIONAL: Lending Up to BRL585 Mil. to CPFL Energia Units
BRASIL TELECOM: Intensifies Sale Talks with Telemar Norte
INTCOM TRADING: Final Shareholders Meeting Is on Jan. 21
IWT TESORO: Judge Glenn OKs Bidding Procedure for Sale of Assets
JABIL CIRCUIT: To Sell US$250 Million of Senior Unsecured Notes

JABIL CIRCUIT: Fitch Assigns BB+ Rating on US$300-Mln Sr. Notes
JABIL CIRCUIT: Moody's Puts Ba1 Rating on US$300MM Senior Notes
SIGNUS TRADING: Final Shareholders Meeting Is on Jan. 21
TELE TRADE: Will Hold Final Shareholders Meeting on Jan. 21
JAPAN AIRLINES: MUFG Likely To Win Bid for JALCard Unit

JAPAN AIRLINES: To Ask JPY60 Billion More from Creditors
PARANA BANCO: Wants 55% Voting Control at J. Malucelli
PETROLEO BRASILEIRO: SBM To Operate P-57 for Three years
PETROLEO BRASILEIRO: Subsea 7 Bags Gulf of Mexico Contract
TAM SA: Reports Domestic Markets Share of 48.6% in December

TELEMAR NORTE: Intensifies Talks To Acquire Brasil Telecom
TELEMAR NORTE: Mulling Share Restructuring & Acquisitions


C A Y M A N   I S L A N D S

BASIS YIELD: Case Now Under Official Liquidation
BASIS YIELD: NY Court to Consider Liquidation Case on January 15
COGENERATION FINANCE: Final Shareholders Meeting Is on Jan. 16
KNE CAYMAN: Holding Final Shareholders Meeting on Jan. 18
LIFE HOLDING: Sets Final Shareholders Meeting for Jan. 18

MET HOLDINGS: Final Shareholders Meeting Is on Jan. 18
MPJ FUNDING: Sets Final Shareholders Meeting for Jan. 16
NEW ERA: Sets Final Shareholders Meeting for Jan. 17
REACH EQUITY: Final Shareholders Meeting Is on Jan. 18
RUSSIAN CENTURY: Proofs of Claim Filing Deadline Is Jan. 18

SAL 94: Proofs of Claim Filing Is Until Jan. 18
TWIN PEAKS: Will Hold Final Shareholders Meeting on Jan. 17
V SQUARED: Sets Final Shareholders Meeting for Jan. 21
V SQUARED MASTER: Will Final Shareholders Meeting on Jan. 21


C H I L E

ROCK-TENN: Buying Southern Container for US$851 Million

* COLOMBIA: Gets US$350-Mln Loan for Housing Development Project


C O L O M B I A

EMPRESA DE TELECOM: Moody's Puts Ba1 Rating on US$300-Mil. Notes
SOLUTIA INC: Mulls Offering US$400 Mil. of Senior Unsec. Notes


D O M I N I C A N   R E P U B L I C

GUESS? INC: Brean Murray Maintains Buy Rating on Firm's Shares


E C U A D O R

PETROECUADOR: Inks Three Oriente Oil Sale Contracts


G U A T E M A L A

BRITISH AIRWAYS: To Launch US-EU "OpenSkies" Airline in June
IMAX CORP: Sept. 30 Balance Sheet Upside-Down by US$76.8 Million


J A M A I C A

AIR JAMAICA: Cancels Wage Discussion with National Workers
AIR JAMAICA: Four Major Airline Firms Offer to Buy Stake
CABLE & WIRELESS: Unit Launches Cost-Saving Network Product
NATIONAL WATER: Regulator Launches Rate Increase Consultations


M E X I C O

ALLIS-CHALMERS: Earns US$13 Mil. in Quarter Ended Sept. 30, 2007
AMERICAN AXLE: UBS Maintains Buy Rating on Firm's Shares
KRONOS INC: Launches New Offices in Shanghai & Mumbai
EMPRESAS ICA: Inks Joint Venture Deal w/ ICA Unit & Controladora
FLEXTRONICS INT'L: Dr. Willy Shih Joins Board of Directors

PIER 1: Reports Positive Comparable Store Sales for December


P U E R T O   R I C O

AVNET INC: Signs Definitive Pact Acquiring Azzurri Tech
CENTENNIAL COMM: Bear Stearns Puts Outperform Rating on Shares
DENNY'S CORP: Reports 4th Qtr. & Full-Year 2007 Same-Store Sales
MAAX HOLDINGS: Inks Forbearance Contract with Secured Lenders
MOTHERS WORK: December 2007 Net Sales Drops 9.6% to US$50.3 Mil.


V E N E Z U E L A

ARVINMERITOR INC: Fitch Downgrades Issuer Default Rating to B+

* VENEZUELA: Hugo Chavez Names Rodolfo Sanz as Mining Minister
* BOND PRICING: For the Week January 7 to January 11


                          - - - - -


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A R G E N T I N A
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BIOMET INC: Reports US$89-Million Net Income in Second Quarter
--------------------------------------------------------------
Biomet Inc. reported financial results for its second fiscal
quarter ended Nov. 30, 2007.

The company earned US$89 million for the three months ended
Nov. 30, 2007, compared to net income of US$104.8 million for
the same period in 2006.

During the second quarter of fiscal year 2008, net sales
increased 11% to US$578.1 million.  Excluding the impact of
foreign currency, net sales increased 8% worldwide.  Excluding
both the impact of foreign currency and instruments, which the
Company discontinued selling to distributors in the United
States in the third quarter of fiscal 2007, worldwide sales
increased 9% during the quarter.

As previously announced, on Sept. 25, 2007, Biomet Inc. merged
with LVB Acquisition Merger Sub, Inc., a wholly owned subsidiary
of LVB Acquisition, Inc.  LVB Acquisition, Inc. is indirectly
owned by investment partnerships directly or indirectly advised
or managed by The Blackstone Group L.P., Goldman Sachs & Co.,
Kohlberg Kravis Roberts & Co. L.P. and TPG Capital.  These
financial results have been prepared in a manner that complies,
in all material respects, with generally accepted accounting
principles in the U.S. with the exception of certain purchase
accounting adjustments related to the Merger, including the
effects of the merger-related debt and associated interest
expense.  The company will reflect the purchase accounting
adjustments related to the Merger by the end of fiscal year
2008.

During the second quarter of fiscal year 2008, the company
incurred special charges (pre-tax) of 16.6 million,
approximately half of which related to the previously announced
operational improvement program.

Reported operating income for the second quarter of fiscal year
2008 was US$145.7 million compared to operating income of
US$155.1 million for the second quarter of fiscal year 2007.
Adjusted operating income was US$162.3 million for the second
quarter of fiscal year 2008 compared to US$159.1 million for the
second quarter of fiscal year 2007.  Adjusted net income for the
second quarter of fiscal year 2008 was US$99.1 million compared
to adjusted net income for the second quarter of fiscal year
2007 of US$107.5 million.  Adjusted earnings before interest,
taxes, depreciation and amortization (EBITDA) for the second
quarter of fiscal year 2008 was US$194.4 million as compared to
US$182.5 million in the second quarter of fiscal year 2007.

Biomet's President and Chief Executive Officer Jeffrey R. Binder
stated, "The Company's reconstructive sales category performed
very well again this quarter with accelerated growth continuing
across various product groups within this category, particularly
for knees.  In addition, sales of craniomaxillofacial fixation
and arthroscopy products were also strong during the second
quarter."

Mr. Binder added, "We continue to work to strengthen our trauma
and spine business.  We've built a strong foundation for change
and continue to believe we can reach our goal of producing
positive revenue growth within the Biomet Trauma and Biomet
Spine business during the first half of fiscal year 2009."

                        About Biomet

Based in Warsaw, Indiana, Biomet Inc. (NASDAQ: BMET) and its
subsidiaries design, manufacture, and market products used
primarily by musculoskeletal medical specialists in both
surgical and non-surgical therapy.  Biomet and its subsidiaries
currently distribute products in more than 100 countries,
including the Netherlands, Argentina and Korea.

Biomet Inc. and its subsidiaries design, manufacture, and market
products used primarily by musculoskeletal medical specialists
in both surgical and non-surgical therapy.  Biomet's product
portfolio encompasses reconstructive products, fixation
products, spinal products, and other products.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Sept. 27, 2007, Moody's Investors Service has assigned final
debt ratings to Biomet, Inc. (B2 Corporate Family Rating) in
conjunction with the close of the leveraged buy-out transaction
by a consortium of equity sponsors.  Moody's said the rating
outlook is negative.


CLUB SOCIAL: Trustee To File General Report in Court on Jan. 17
---------------------------------------------------------------
Betina Isabel Coco, the court-appointed trustee for Club Social
Defensores de Cambaceres' reorganization proceeding, will file
in the National Commerical Court of First Instance in La Plata,
Buenos Aires, a general report containing an audit of the firm's
accounting and banking records on Jan. 17, 2008.

Ms. Coco verified creditors' proofs of claim until
Oct. 31, 2007.

The debtor can be reached at:

       Club Social Defensores de Cambaceres
       San Martin 715, Ensenada
       Buenos Aires, Argentina

The trustee can be reached at:

       Betina Isabel Coco
       Calle 11, Numero 467
       La Plata, Buenos Aires


COMPANIA LATINOAMERICANA: S&P Assigns B- Senior Debt Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services has assigned its 'B-' senior
unsecured debt rating to Compania Latinoamericana de
Infraestructura & Servicios S.A.'s upcoming issuance of up to
US$20 million, two-year bullet bonds.

Compania Latinoamericana's subsidiaries, Benito Roggio e Hijos
S.A. and Cliba Ingenieria Ambiental S.A., jointly and severally
guarantee the issue, which averts notching down for structural
subordination.  Proceeds will be used mainly to refinance part
of the existing short-term debt and to fund working capital
needs.  S&P does not expect the issuance to result in a
significant increase in leverage from current levels, which is
peak for the company's current rating category.

"The ratings on CLISA reflect the risks associated with
significant dependence on the Argentine economy and on large
government clients, the exposure to foreign currency mismatch
risks, a high leverage level, and limited financial
flexibility," said S&P's credit analyst Ivana Recalde.  The
renegotiation of its subway concession contract poses additional
challenges.  In light of tariff freezes and pesification since
2002, the subway transportation business unit currently depends
on government-granted subsidies to operate, given the
significant increases in operating costs.  The company has a
good competitive position in the construction business.  After
it acquired Roggio Ambiental S.A. from Roggio S.A., its business
diversification improved.  These factors and a controlling stake
in Aguas Cordobesas S.A. help to mitigate the company's
weaknesses.

In fiscal 2007, about 47% of Compania Latinoamericana's
consolidated EBITDA generation came from the construction
segment, 36% from waste management, 8% from mass transportation,
and 8% from water services, compared to 81% from construction
and 16% from mass transportation in fiscal 2006.

Argentina-based Compania Latinoamericana de Infraestructura &
Servicios S.A. (Clisa) is a holding company and is devoted to
the construction, waste management, water services, and mass
transportation segments (through its concession to operate the
subway system in Buenos Aires).  The company also participates
in the toll roads business through subsidiaries that are
registered at equity value.  Roggio SA owns 97.53% of Clisa.


DELTA AIR: Board to Consider Consolidation with Northwest or UAL
----------------------------------------------------------------
Delta Air Lines Inc. sought permission from its board of
directors to allow chief executive, Richard Anderson, to engage
in formal merger talks with both Northwest Airlines Corp. and
UAL Corp., reports The Wall Street Journal.

If the Board gives its approval, and Delta pursues a two-track
evaluation process with United and Northwest, Continental
Airlines Inc. may be forced to join the merger talks to avoid
being left behind, says WSJ, citing unnamed people familiar with
the situation.

Betsy Talton, a Delta spokeswoman, declined to provide an update
on the progress of the panel created by the airline in November
2007 to explore strategic options including mergers and
acquisitions, says The Associated Press.

The board "is not necessarily of one mind about it," a source
familiar with Delta directors told WSJ.  "It is their fiduciary
responsibility to consider the possibility as they promote and
protect shareholder value.  But there is not necessarily a
predilection toward consolidation."

Delta's pilots union, however, confirmed that the company may
soon be involved in a merger, says the AP.  "Consolidation may
indeed be at our door," Lee Moak, chairman of the Delta branch
of the Air Line Pilots Association, disclosed on the union's Web
site.

Mr. said the union will support a transaction as long as it
helps the airline expand.

Northwest and United declined to comment on the issue.
Continental officials were not available for comment.

                       About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) --
http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.  The
company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John
McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James
S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 2007, the Court confirmed the
Debtors' plan.  That plan became effective on April 30, 2007.
The Court entered a final decree closing 17 cases on
Sept. 26, 2007.

As of Sept. 30, 2007, the company's balance sheet showed total
assets of US$32.7 billion and total liabilities of US$23
billion, resulting in a US$9.7 billion stockholders' equity.  At
Dec. 31, 2006, deficit was US$13.5 billion.

                        *     *     *

As reported in the Troubled Company Reporter Oct. 18, 2007,
Standard & Poor's Ratings Services affirmed its ratings on Delta
Air Lines Inc. (B/Positive/--) and revised the rating outlook to
positive from stable.  The outlook revision is based on
continued strong earnings, cash flow generation, and debt
reduction.


PETROBRAS ENERGIA: Bear Stearns Downgrades Share To Underperform
----------------------------------------------------------------
Bear Stearns Cos. said in a report that it has downgraded
Petrobras Energia Participacoes' shares to "underperform" from
"peer perform."

Dow Jones Newswires relates the Bear Stearns placed a US$13.50
target price for Petrobras Energia's American Depository Shares
for this year.

Bear Stearns told Dow Jones, "Initial spike in price related to
the Peruvian discovery was warranted, not much more.  PZE's
[Petrobras Energia] parent PBR [Petroleo Brasileiro SA] paid
US$423 million in mid-December for a 40% stake in its Peruvian
assets, where we expect a gas discovery to be announced at a
Repsol YPF S.A. operated field, extending the Camisea field.  We
feel this deal offered a US$2 per ADS [American Depository
Shares] bump to PZE, which has been more than reflected."

Bear Stearns analyst Marc McCarthy commented to Business News
Americas, "During the past few weeks, PE shares have rocketed to
new heights on the back of various market commentators, who have
confused the company with Petrobras, suggesting PE was some sort
of back-door entry into the Brazilian exploratory wonder."

According to Dow Jones, the spike in the share price and trading
volumes of Petrobras Energia's share price resulted to rumors
that Petroleo Brasileiro was planning to repurchase the company.

Dow Jones notes that Petroleo Brasileiro sent a letter to the
Buenos Aires Stock Exchange denying the rumors.

Petrobras Energia also denied the rumors in a filing with the
stock exchange, Dow Jones states.

Petrobras Energia, S.A. is headquartered in Buenos Aires,
Argentina.  Its majority owner, Petrobras, is based in Rio de
Janeiro, Brazil.

                        *     *     *

As reported on Oct. 29, 2007, Moody's Investors Service assigned
a Ba1 global local currency issuer rating to Petrobras Energia
S.A., and affirmed its Ba2 foreign currency rating for bonds
issued under the US$2.5 billion Obligaciones Negociables
program, and the Baa1 FCBR for the Series S bonds based on a
Petrobras standby purchase agreement.


SMOBY-MAJORETTE: Sells Blow Moulding Unit to RPC Group
------------------------------------------------------
RPC Group Plc bought Smoby-Majorette S.A.'s blow molding unit in
Moirans-en-Montagne for under US$2 million, Financial Times Ltd.
Reports citing Chemical Business Newsbase as its source.

According to the report, RPC bought the plant after Smoby
slashed its workforce to 52.  The facility was renamed to RPC
Emballages Moirans SA.

The unit made sales of around US$24 million until earlier in
2007, when its performance diminished under Smoby's financial
status.

As reported on Jan. 8, 2008, the Court of Appeal in Besancon
rejected the recovery plan presented by MGA Entertainment Inc.
for Smoby-Majorette, maintaining the decision of the Commercial
Court of Lons-le-Saunier to place the company under receivership
on Oct. 9, 2007.

The appellate court gave interested parties until at latest
Jan. 20, 2007, to submit offers for Smoby.  Around 30 parties
have sought information on Smoby and its units.

                         About Smoby

Headquartered in Lavans les Saint-Claude, France, Smoby --
http://www.smoby.fr/-- specializes in the creation,
development, production and distribution of toys for children
from birth to age 10.  Smoby has a presence in over 90 countries
globally, with commercial and/or industrial operations in South
America, Asia and throughout Europe.  The Company's products are
sold worldwide through a network of 18 subsidiaries, with 65% of
sales generated outside of France.  In France, the Company
employs 1, 300 workers.  Its Latin America operations are found
in Argentina, Brazil and Mexico.

The Commercial Court of Lons-le-Saunier opened bankruptcy
proceedings against Smoby on March 19, 2007, upon the Debtor's
request.  Smoby was hoping to snag an investor who will inject
fresh capital yet remain a minority, as the company grapples
with a EUR330-million debt.  The company reported a net loss of
EUR15.87 million for the year ended March 31, 2006, compared
with a net profit of EUR1.56 million in 2005.




===============
B A R B A D O S
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ANDREW CORP: Commences Tender Offer for 3-1/4% Convertible Notes
----------------------------------------------------------------
Andrew Corporation, CommScope, Inc.'s indirect wholly owned
subsidiary, has commenced an offer to repurchase any and all of
its 3-1/4% Convertible Subordinated Notes due 2013.  The
indenture governing the Notes requires Andrew to make the offer
as a result of CommScope's acquisition of Andrew Corp., by way
of merger, effective Dec. 27, 2007.

Andrew Corp. is offering to purchase the Notes for cash at a
purchase price of 100% of their principal amount. If all of the
outstanding Notes are tendered in the tender offer, the
aggregate purchase price required to purchase the tendered Notes
is estimated to be approximately US$167 million.  The tender
offer for the Notes will expire at 5:00 p.m., New York City
time, on Feb. 15, 2008, unless extended or earlier terminated.
Holders may withdraw their tendered Notes at any time prior to
the expiration time.  On Feb. 15, 2008, Andrew will make a semi-
annual interest payment on the Notes to holders of record on
Feb. 1, 2008.  Andrew expects to fund the tender offer from cash
advanced by CommScope, which will utilize its available cash on
hand, and through borrowings under CommScope's existing credit
agreement.

As a result of the merger, each US$1,000 principal amount of the
Notes is now convertible at the option of the holder, on the
terms and subject to the conditions of the indenture governing
the Notes, into US$986.15 in cash and 2.304159 shares of
CommScope common stock, subject to adjustment from time to time
and payments for fractional shares, as provided in the
indenture; this represents a conversion price equal to the
consideration payable to Andrew stockholders in the merger of
(i) US$13.50 in cash per share of Andrew common stock,
multiplied by 73.0482, and (ii) 0.031543 shares of CommScope
common stock, multiplied by 73.0482.  On Jan. 9, 2008, the
closing price of CommScope common stock on the New York Stock
Exchange was US$42.37 per share.

Neither CommScope nor Andrew Corp.'s Board of Directors, nor any
other person makes any recommendation as to whether holders of
Notes should choose to tender their Notes in the offer, and no
one has been authorized to make such a recommendation.

                       About CommScope

Based in Hickory, North Carolina, CommScope Inc. (NYSE: CTV) --
http://www.commscope.com/-- is a world leader in infrastructure
solutions for communication networks.  Through its SYSTIMAX(R)
Solutions(TM) and Uniprise(R) Solutions brands, CommScope is the
global leader in structured cabling systems for business
enterprise applications.  It is also the world's largest
manufacturer of coaxial cable for Hybrid Fiber Coaxial
applications.  CommScope has facilities in Brazil, Australia,
China and Ireland.

                       About Andrew Corp.

Headquartered in Westchester, Illinois, Andrew Corporation
(NASDAQ: ANDW) -- http://www.andrew.com/-- designs,
manufactures and delivers and essential equipment and solutions
for the global communications infrastructure market.  The
company serves operators and original equipment manufacturers
from facilities in 35 countries including China, India, Italy,
Czech Republic, Argentina, Bahamas, Belize, Barbados, Bermuda
and Brazil.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America Oct.
23, 2007, Standard & Poor's Ratings Services affirmed its
ratings on Andrew Corp. and removed them from CreditWatch, where
they were placed on June 27, 2007, with negative implications.
S&P also affirmed the 'BB-' corporate credit and 'B'
subordinated debt ratings for the company.




===========
B E L I Z E
===========


COMMSCOPE INC: Andrew Commences Tender Offer for 3-1/4% Notes
-------------------------------------------------------------
CommScope, Inc.'s indirect wholly owned subsidiary, Andrew
Corporation has commenced an offer to repurchase any and all of
its 3-1/4% Convertible Subordinated Notes due 2013.  The
indenture governing the Notes requires Andrew to make the offer
as a result of CommScope's acquisition of Andrew Corp., by way
of merger, effective Dec. 27, 2007.

Andrew Corp. is offering to purchase the Notes for cash at a
purchase price of 100% of their principal amount. If all of the
outstanding Notes are tendered in the tender offer, the
aggregate purchase price required to purchase the tendered Notes
is estimated to be approximately US$167 million.  The tender
offer for the Notes will expire at 5:00 p.m., New York City
time, on Feb. 15, 2008, unless extended or earlier terminated.
Holders may withdraw their tendered Notes at any time prior to
the expiration time.  On Feb. 15, 2008, Andrew will make a semi-
annual interest payment on the Notes to holders of record on
Feb. 1, 2008.  Andrew expects to fund the tender offer from cash
advanced by CommScope, which will utilize its available cash on
hand, and through borrowings under CommScope's existing credit
agreement.

As a result of the merger, each US$1,000 principal amount of the
Notes is now convertible at the option of the holder, on the
terms and subject to the conditions of the indenture governing
the Notes, into US$986.15 in cash and 2.304159 shares of
CommScope common stock, subject to adjustment from time to time
and payments for fractional shares, as provided in the
indenture; this represents a conversion price equal to the
consideration payable to Andrew stockholders in the merger of
(i) US$13.50 in cash per share of Andrew common stock,
multiplied by 73.0482, and (ii) 0.031543 shares of CommScope
common stock, multiplied by 73.0482.  On Jan. 9, 2008, the
closing price of CommScope common stock on the New York Stock
Exchange was US$42.37 per share.

Neither CommScope nor Andrew Corp.'s Board of Directors, nor any
other person makes any recommendation as to whether holders of
Notes should choose to tender their Notes in the offer, and no
one has been authorized to make such a recommendation.

                      About Andrew Corp.

Headquartered in Westchester, Illinois, Andrew Corporation
(NASDAQ: ANDW) -- http://www.andrew.com/-- designs,
manufactures and delivers and essential equipment and solutions
for the global communications infrastructure market.  The
company serves operators and original equipment manufacturers
from facilities in 35 countries including China, India, Italy,
Czech Republic, Argentina, Bahamas, Belize, Barbados, Bermuda
and Brazil.

                      About CommScope

Based in Hickory, North Carolina, CommScope Inc. (NYSE: CTV) --
http://www.commscope.com/-- is a world leader in infrastructure
solutions for communication networks.  Through its SYSTIMAX(R)
Solutions(TM) and Uniprise(R) Solutions brands, CommScope is the
global leader in structured cabling systems for business
enterprise applications.  It is also the world's largest
manufacturer of coaxial cable for Hybrid Fiber Coaxial
applications.  CommScope has facilities in Brazil, Australia,
China and Ireland.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 19, 2007,
Standard & Poor's Ratings Services affirmed its ratings on
CommScope Inc. and Westchester, Illinois-based Andrew Corp. and
removed them from CreditWatch, where they were placed on June
27, 2007, with negative implications.  S&P also affirmed the
'BB-' corporate credit and 'B' subordinated debt ratings for
both companies.  The ratings on Andrew will be withdrawn
following its acquisition and debt refinancing.  S&P said the
outlook is stable.




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B E R M U D A
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DCS CORP: Liquidator To Stay Firm's Jan. 22 Wind-Up
---------------------------------------------------
Mark W.R. Smith, DCS Corporation Ltd.'s liquidator, will stay
the company's liquidation on Jan. 22, 2008.  The stay
application is made at the request of the sole shareholder of
the company as there are matters that must be resolved before
proceeding.

Mr. Smith will give notice of stay to the official receiver for
Bermuda and DCS will be placed back in the state in which it was
before the liquidation in so far as that is possible.

Mr. Smith believes that the stay is in the best interests of the
shareholders and creditors of DCS.

Any creditor or shareholder objecting to the stay proposed may
apply to the Supreme Court of Bermuda to require the liquidator
to continue the liquidation.


FOSTER WHEELER: Subsidiary Bags Supply Contract for UTE CT
----------------------------------------------------------
Foster Wheeler Ltd.'s subsidiary of its Global Power Group has
been awarded a contract by the Spanish company UTE CT
Mejillones, which is owned by Cobra Instalaciones y Servicios
S.A., part of the ACS group., for a 165 MWe (gross megawatt
electric) circulating fluidized-bed boiler island to be
located at the Andino power plant in Mejillones, in the north of
Chile.  This is the second unit to be awarded to Foster Wheeler
at the Andino power plant.

Foster Wheeler has received a full notice to proceed on this
contract.  The terms of the award were not disclosed, and the
contract will be included in the company's bookings for the
fourth-quarter of 2007.

Foster Wheeler will supply the 165 MWe CFB steam generator,
auxiliary equipment and advisory services for erection and
commissioning of the boiler island.  The boiler will be designed
to burn imported bituminous coal and/or petroleum coke, as well
as providing the option to burn small amounts of biomass-type
fuels.  Commercial operation of the new boiler is scheduled for
the second half of 2010.

"The award of this second unit is further assurance of our
customer's confidence in our CFB technology as reliable and
environmentally responsible," said Tomas Harju-Jeanty, chief
executive officer of Foster Wheeler Energia Oy.

                    About Foster Wheeler

Foster Wheeler Ltd. (Nasdaq: FWLT) -- http://www.fwc.com/--
offers a broad range of engineering, procurement, construction,
manufacturing, project development and management, research and
plant operation services.  Foster Wheeler serves the refining,
upstream oil and gas, LNG and gas-to-liquids, petrochemical,
chemicals, power, pharmaceuticals, biotechnology and healthcare
industries.  The corporation is based in Hamilton, Bermuda, and
its operational headquarters are in Clinton, New Jersey.

                        *     *     *

As reported in the Troubled Company Reporter on Dec. 18, 2006,
Standard & Poor's Ratings Services revised its outlook on Foster
Wheeler Ltd. to positive from stable.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating and other ratings on the company.  The company had
about US$217 million of total debt at Sept. 29, 2006.


FOSTER WHEELER: Supplying Steam Generators to SINOCHEM
------------------------------------------------------
Foster Wheeler Ltd.'s subsidiaries of its Global Power Group
have been awarded a contract for two circulating fluidized-bed
-- CFB -- steam generators by SINOCHEM Quanzhou Petrochemical
Co. Ltd, a subsidiary of Sinochem Corporation, located in
southeast Fujian Province in the People's Republic of China.
This CFB project is part of a major residue-processing project
by SINOCHEM Quanzhou Petrochemical Co. Ltd.

Foster Wheeler has received a full notice to proceed on the
engineering and supply of two 75 MWe class (gross megawatt
electric) CFB steam generators.  The terms of the award were not
disclosed, and the contract will be included in the company's
bookings for the fourth-quarter of 2007.

"Foster Wheeler's ability to provide reliable efficient
combustion of petcoke in our CFB technology was key in the
selection of our technology by SINOCHEM," said Byron Roth, chief
executive officer of Foster Wheeler Power Group Asia.  "We are
looking forward to a long term, mutually beneficial relationship
between Foster Wheeler and SINOCHEM."

"We are fully confident in Foster Wheeler's high quality CFB
product and the outstanding service they will bring to our
refinery," said Mr. Wang Zhongshang, president of SINOCHEM
Quanzhou Petrochemical Co. Ltd.  "Foster Wheeler's previous work
on projects in the petrochemical industry demonstrated the
company's expertise and professionalism in completing complex
jobs - and was a major factor in our selection of the company to
provide the boilers for Quanzhou."

The coke-fired CFBs will be designed by Foster Wheeler
International Engineering & Consulting (Shanghai) Company
Limited.  Foster Wheeler Power Machinery Company Limited, which
owns a state-of-the-art manufacturing facility in Xinhui, China,
will be responsible for the manufacturing.  Commercial operation
of the new boilers is scheduled for the fourth quarter of 2009.

                    About Foster Wheeler

Foster Wheeler Ltd. (Nasdaq: FWLT) -- http://www.fwc.com/--
offers a broad range of engineering, procurement, construction,
manufacturing, project development and management, research and
plant operation services.  Foster Wheeler serves the refining,
upstream oil and gas, LNG and gas-to-liquids, petrochemical,
chemicals, power, pharmaceuticals, biotechnology and healthcare
industries.  The corporation is based in Hamilton, Bermuda, and
its operational headquarters are in Clinton, New Jersey.

                        *     *     *

As reported in the Troubled Company Reporter on Dec. 18, 2006,
Standard & Poor's Ratings Services revised its outlook on Foster
Wheeler Ltd. to positive from stable.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating and other ratings on the company.  The company had
about US$217 million of total debt at Sept. 29, 2006.


ZHUANG PP: Liquidator To Stay Firm's Feb. 4 Wind-Up
---------------------------------------------------
Jennifer Y. Fraser, Zhuang PP Holdings Limited's liquidator,
will stay the firm's wind-up on Feb. 4, 2008.

Ms. Fraser will stay Zhuang PP's wind-up in in line with Section
230 of the Companies Act 1981.  The shareholder of Zhuang PP
wants the firm to continue its existence.  The stay is in the
best interest of the contributories of the company.

The liquidator can be reached at:

          Jennifer Y. Fraser
          Canon's Court
          22 Victoria Street, Hamilton
          Bermuda




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


BANCO NACIONAL: Lending Up to BRL585 Mil. to CPFL Energia Units
---------------------------------------------------------------
Banco Nacional de Desenvolvimento Economico e Social will lend
up to BRL585 million to Brazilian power holding company CPFL
Energia 's three distribution subsidiaries, CPFL Energia said in
a filing with the securities regulator Comissao de Valores
Mobiliarios.

CPFL Energia told Business News Americas that Banco Nacional
will grant these loans to these units to upgrade power
distribution systems in 2008 and 2009:

      -- up to BRL104 million to CPFL Piratininga in Sao Paulo,
      -- up to BRL228 million to CPFL Paulista in Sao Paulo, and
      -- up to BRL253 million to RGE Energia in Rio Grande do
         Sul.

"Our board agreed to borrow this money in late December.  It has
nothing to do with acquisitions.  It is a usual financing
operation with BNDES.  The amount is not that much and CPFL
Energia, as an unleveraged company, thought it was better to
borrow this money from BNDES than to use its own cash," a CPFL
Energia investor relations official commented to BNamericas.

                      About CPFL Energia

CPFL Energia S.A. is a holding company that, through its
subsidiaries, distributes, generates and sells electricity in
Brazil.  The company is also engaged in electricity
commercialization and provides electricity-related services to
its affiliates, as well as unaffiliated parties.  The company
holds a direct participation in the distributing companies,
Companhia Paulista de Forca e Luz and Companhia Piratininga de
Forca e Luz; a direct participation in the generation company,
CPFL Geracao de Energia S.A. and a direct participation in the
commercialization company, CPFL Comercializacao Brasil S.A.  The
company also has number of indirect investments in other
electricity generation, distribution and commercialization
companies.

                     About Banco Nacional

Banco Nacional de Desenvolvimento Economico e Social is Brazil's
national development bank.  It provides financing for projects
within Brazil and plays a major role in the privatization
programs undertaken by the federal government.

                        *     *     *

Banco Nacional currently carries a Ba2 foreign long-term bank
deposit rating from Moody's, and a BB+ long-term foreign issuer
credit rating from Standards and Poor's.  The ratings were
assigned in August and May 2007, respectively.


BRASIL TELECOM: Intensifies Sale Talks with Telemar Norte
---------------------------------------------------------
Telemar Norte Leste told Business News Americas that it had
stepped up talks to acquire Brazilian fixed line operator Brasil
Telecom.

Telemar Norte said in a statement that it was offering some
BRL4.8 billion for holding company Solpart, which controls
Brasil Telecom.

News daily Valor Economico reports that Solpart is controlled
by:

          -- Citigroup,
          -- Opportunity Asset Management, and
          -- Brazilian pension funds.

BNamericas notes that Telemar Norte is controlled by:

          -- La Fonte,
          -- Andrade Gutierrez,
          -- GP Investimentos,
          -- pension funds, and
          -- Brazilian development bank BNDES.

According to Telemar Norte's statement, the prices being
discussed during the negotiations are "indicative."

GP, Citi and Banco do Brasil's pension fund Previ agreed with
Telemar Norte to leave the company that would result from the
acquisition, news daily Folha de S Paulo says.  The new firm
will be controlled by La Fonte, Andrade Gutierrez, and other
partners.

BNamericas relates that once the sale is approved, the resulting
firm would be the largest mobile and fixed line operator owned
by exclusively national capital in Brazil.  It would compete
with Spain's Telefonica and Mexico's Telmex.

Signals Telecom Consulting senior analyst Diego Bubillo
commented to BNamericas, "The only way Oi [Telemar Norte] and
BrT [Brasil Telecom] can compete with those two groups is by
merging."

Yankee Group analyst Júlio Puschel told BNamericas, "The new
operator could be an interesting asset for an international
group to enter the Brazilian telecommunications market.
Nowadays it is very hard for a group to invest in that market
given the current situation. An operator this large and with
such solid infrastructure could change that scenario."

Brazil's antitrust laws prevent a merger between any of the
fixed line concession holders Telemar Norte, Brasil Telecom,
Telesp or Embratel due to conflict with concession licenses,
published reports say.

However, it wouldn't hinder the Telemar Norte-Brasil Telecom
merger and the necessary changes to legislation could be made,
Valor Economico states, citing Brazilian communications minister
Helio Costa.

                      About Telemar Norte

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.

                      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.

                        *     *     *

To date, Brasil Telecom carries Moody's Investors Service's Ba1
senior unsecured and credit default swap ratings.


INTCOM TRADING: Final Shareholders Meeting Is on Jan. 21
--------------------------------------------------------
Intcom Trading Ltd. will hold its final shareholders meeting on
Jan. 21, 2008, at 11:00 a.m. at:

              Rua Minas Gerais
              122 Sao Paulo - SP, Brazil

These agenda will be taken during the meeting:

           1) accounting of the winding-up process; and
           2) determining the manner in which the books,
              accounts and documentation of the company, and of
              the liquidator should be disposed of.

Intcom Trading's shareholders agreed on Dec. 12, 2007, o place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

             Augusto Prado Barreto
             Machedo de Campos, Pizzo E Barreto - Advogados
             Rua Minas Gerias, 122 - Higienopolis
             01244-101 - Sao Paolo - SP
             Brazil
             Tel: 55 11 3255 0844
             Fax: 55 11 3255 5571


IWT TESORO: Judge Glenn OKs Bidding Procedure for Sale of Assets
----------------------------------------------------------------
The Hon. Martin Glenn of the United States Bankruptcy Court for
the Southern District of New York approved the bidding procedure
for the sale of substantially all of IWT Tesoro Corporation and
its debtor-affiliates' assets.

The Debtor proposes to conduct a public sale on Jan. 17, 2008,
at 12:00 noon, at the law offices of Otterbourg, Steindler,
Houston & Rosen P.C., 230 Park Avenue in New York.

To participate in the auction, bids must accompany a deposit
equal to 10% of the purchase price and must be received on or
before Jan. 15, 2008.

The Debtors also proposes a break-up fee up to 3% of the
purchase price.

A sale hearing has been set for 10:00 a.m., of Jan. 22, 2008, at
One Bowling Green, Courtroom TBA in New York.

Objections to the sale must be filed with the Court by
Jan. 18, 2007.

                    About I.W.T. Tesoro

I.W.T. Tesoro Corporation, fka Ponca Acquisition Company, --
http://www.iwttesoro.com/-- is headquartered in New York City.
The company and its subsidiaries distribute building materials,
specifically hard floor and wall coverings.  They are
wholesalers and do not sell directly to any end user.  Their
products consist of ceramic, porcelain and natural stone floor,
wall and decorative tile.  They import a majority of these
products from suppliers and manufacturers in Europe, South
America (Brazil), and the Near and Far East.  Their markets
include the United States and Canada.  They also offer private
label programs for branded retail sales customers, buying
groups, large homebuilders and home center store chains.

The Debtor and its debtor-affiliates, International Wholesale
Tile, Inc. and American Gres, Inc., filed for Chapter 11
bankruptcy protection on Sept. 6, 2007 (Bankr. S.D. NY Lead Case
No. 07-12841).  John K. Sherwood, Esq., at Lowenstein Sandler
P.C., represents the Official Committee of Unsecured Creditors.
As of June 30, 2007, the Debtors had total assets of
US$39,798,579 and total debts of US$47,940,983.


JABIL CIRCUIT: To Sell US$250 Million of Senior Unsecured Notes
---------------------------------------------------------------
Jabil Circuit, Inc. (NYSE:JBL) has priced an offering of US$250
million principal amount of its 8.25% senior unsecured notes due
2018.  The Senior Notes will be issued at a price of 99.965
percent of par and will mature on March 15, 2018.  The terms of
the notes include an interest rate adjustment provision that
provides that the interest rate on the notes will be subject to
adjustment upon the occurrence of certain specified changes in
one or more of the ratings of Jabil's debt securities.  The net
proceeds from the sale of the notes will be used to repay a
portion of Jabil's outstanding borrowings under the revolving
credit portion of its five-year unsecured credit facility . The
transaction is expected to close on Jan. 16, 2008.

The notes have been offered only to qualified institutional
buyers in reliance on Rule 144A, under the Securities Act of
1933, as amended, and in offshore transactions pursuant to
Regulation S under the Securities Act.  The notes have not been
registered under the Securities Act and may not be offered or
sold in the United States absent registration or an applicable
exemption from registration requirements.

This press release does not constitute an offer to sell or the
solicitation of an offer to buy securities and shall not
constitute an offer, solicitation or sale in any jurisdiction in
which such offer, solicitation or sale is unlawful.  This press
release is being issued pursuant to and in accordance with Rule
135c under the Securities Act of 1933.

Headquartered in St. Petersburg, Florida, Jabil Circuit, Inc.,
-- http://www.jabil.com/-- is an electronic product solutions
company providing comprehensive electronics design,
manufacturing and product management services to global
electronics and technology companies.  Jabil Circuit has more
than 50,000 employees and facilities in 20 countries, including
Brazil, Mexico, United Kingdom and Japan.


JABIL CIRCUIT: Fitch Assigns BB+ Rating on US$300-Mln Sr. Notes
---------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Jabil Circuit,
Inc.'s proposed Rule 144A offering of US$300 million senior
unsecured notes due 2018.

Fitch currently rates Jabil Circuit as:

   -- Issuer default rating 'BB+';
   -- Senior unsecured revolving credit facility 'BB+';
   -- Senior unsecured debt 'BB+'.

The Outlook is Stable.

Fitch expects the company to utilize the proceeds from the
proposed debt issuance to repay US$300 million outstanding under
its revolving credit facility.  The funds drawn on the credit
facility were previously used to repay US$400 million due on
Jabil Circuit's US$1 billion bridge facility, which funded the
purchase of Taiwan Greenpoint in 2007.

Liquidity was solid as of Nov. 30, 2007, and included US$664
million in cash and an US$800 million unsecured revolving credit
facility, expiring 2012, of which, US$700 million should be
available to the company following the notes offering.  Jabil
Circuit also has an off-balance sheet US$325 million accounts
receivable securitization program, which the company utilizes
for additional liquidity.  Annual free cash flow has averaged
approximately US$200 million historically but declined to
negative US$231 million in August 2007 following the loss of a
significant customer program early in the year, which resulted
in a temporary decline in profitability.  Fitch expects free
cash flow to return to a more normal level in August 2008 as
EBIT margins have risen above 3% from a recent low of 1.6% in
fiscal second quarter on February 2007.

Total debt outstanding pro forma for the proposed notes offering
is US$1.3 billion consisting primarily of:

   i) US$100 million outstanding on the company's US$800 million
      revolving credit facility;

  ii) US$297 million in 5.875% senior unsecured notes due 2010;

iii) US$400 million senior unsecured term loan due July 2012;
      and

  iv) US$300 million in senior unsecured notes due 2018.

Additionally, the company has approximately US$266 million
outstanding under its US$325 million accounts receivable
securitization program, which matures in February 2008.

Jabil Circuit, Inc., headquartered in St. Petersburg, Florida --
http://www.jabil.com/-- is an electronic product solutions
company providing comprehensive electronics design,
manufacturing and product management services to global
electronics and technology companies.  Jabil Circuit has more
than 50,000 employees and facilities in 20 countries, including
Brazil, Mexico, United Kingdom and Japan.


JABIL CIRCUIT: Moody's Puts Ba1 Rating on US$300MM Senior Notes
---------------------------------------------------------------
Moody's Investors Service has assigned a Ba1 rating to Jabil
Circuit, Inc.'s proposed offering of US$300 million senior notes
due 2018 and affirmed its existing ratings and negative outlook.
Moody's also assigned a speculative grade liquidity rating of
SGL-1.  The new issue proceeds will be used to repay debt
outstanding under the company's US$800 million revolving credit
facility, which represents the remaining debt incurred to
finance the Taiwan Green Point Enterprises acquisition.

The rating for the senior notes is the same as the Ba1 corporate
family rating, which reflects the competitive pricing pressures
and inherent volatility that currently plague the EMS industry,
as well as rising capex and working capital associated with
Jabil Circuit's transition to a more vertically integrated
business model to compete more effectively against its
competitors.  The rating is constrained by the company's single
digit gross margins, US$200-250 million three-year restructuring
program and its associated near-term negative impact on already
thin gross/operating margins.  Additionally, weakness in the
consumer segment, unfavorable product mix and the winding down
of old OEM programs prior to full ramp-up of higher margin
vertical programs are expected to pressure revenue growth rates
and restrain average margins.  Finally, financial leverage of
3.1, which still reflects the 2007 debt-financed acquisition of
Green Point, positions Jabil Circuit in the Ba1 rating category.
Moody's notes that the rating also considers the possibility of
further debt-funded acquisitions as the company seeks to advance
its market position against competitors in the EMS space.

Notwithstanding these near-term challenges, Moody's expects the
company will maintain a solid market position longer-term,
benefiting from the overall growth in the electronics markets,
the secular OEM outsourcing trend as well as the opportunities
from convergence of similar capabilities with ODMs and component
distributors.  Jabil's Tier 1 leadership status, historic
quality execution and customer service in the traditional EMS
space, growing market share and global footprint with facilities
near OEM customer sites are also positive credit drivers.  The
company has adopted an operating model concentrating on end-to-
end solutions, mechanical design and vertical component
production, and on emerging EMS end markets with higher
margin/low volume characteristics, which Moody's views
favorably.  Consideration is given to the company's
rationalization of its manufacturing footprint, the shift of
production to lower cost regions, improving working capital and
expected costs savings from restructuring initiatives.

The negative outlook reflects Jabil Circuit's reduced financial
flexibility as a result of increased financial leverage,
profitability weakness and expectations of diminished free cash
flow over the next several quarters.  Notwithstanding the
company's anticipation for improvement in working capital
efficiency over the near term, the negative outlook also
considers the increase in working capital consumption in the
recent fiscal year without a commensurate increase in
profitability, expectations of capex slightly above historical
levels and risks associated with the integration of Green Point.

Moody's could stabilize the outlook upon Jabil Circuit's
achievement of sustainable free cash flow generation while
maintaining leverage at or below current levels, commensurate
with the Ba1 rating.  The outlook could also stabilize upon
evidence of operational execution in non-traditional high
margin/low volume EMS segments and successful integration of
Green Point resulting in higher sustainable operating margins.

The company's SGL-1 rating reflects very good liquidity and
financial flexibility.  As of Nov. 30, 2007, the company
maintained roughly US$664 million of cash.  Although free cash
flow was negative US$228.5 million for fiscal 2007, US$229.7
million of positive free cash flow was generated in the last two
quarters.  Free cash flow is expected to remain weak, yet
gradually recover as the company's cash conversion cycle
improves.  In July 2007, Jabil Circuit entered into an amended
and restated US$1.2 billion unrated five-year senior unsecured
credit facility with its initial lenders comprised of an US$800
million revolver and US$400 million term loan.  At that time,
US$400 million was drawn from the term loan to pay down amounts
outstanding under the Bridge Facility.  The company currently
has US$400 million outstanding under the revolver.  The amended
credit facility, which requires a material adverse change
representation for each borrowing, contains financial covenants
requiring the maintenance of interest coverage of 3.0 EBITDA and
financial leverage equal to or less than 3.5 debt to EBITDA.

These new ratings were assigned:

  -- US$300 Million Senior Unsecured Notes due 2018 -- Ba1 (LGD-
     4, 52%)

  -- Speculative Grade Liquidity -- SGL-1

These ratings were affirmed:

  -- Corporate Family Rating -- Ba1

  -- Probability of Default Rating -- Ba1

  -- US$300 Million Senior Unsecured Notes due 2010 -- Ba1 (LGD-
     4, 52%)

Jabil Circuit, Inc., headquartered in St. Petersburg, Florida --
http://www.jabil.com/-- is an electronic product solutions
company providing comprehensive electronics design,
manufacturing and product management services to global
electronics and technology companies.  Jabil Circuit has more
than 50,000 employees and facilities in 20 countries, including
Brazil, Mexico, United Kingdom and Japan.


SIGNUS TRADING: Final Shareholders Meeting Is on Jan. 21
--------------------------------------------------------
Signus Trading Ltd. will hold its final shareholders meeting on
Jan. 21, 2008, at 10:30 a.m. at:

              Rua Minas Gerais
              122 Sao Paulo - SP, Brazil

These agenda will be taken during the meeting:

           1) accounting of the winding-up process; and
           2) determining the manner in which the books,
              accounts and documentation of the company, and of
              the liquidator should be disposed of.

Signus Trading's shareholders agreed on Dec. 12, 2007, o place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

             Augusto Prado Barreto
             Machedo de Campos, Pizzo E Barreto - Advogados
             Rua Minas Gerias, 122 - Higienopolis
             01244-101 - Sao Paolo - SP
             Brazil
             Tel: 55 11 3255 0844
             Fax: 55 11 3255 5571


TELE TRADE: Will Hold Final Shareholders Meeting on Jan. 21
-----------------------------------------------------------
Tele Trade Ltd. will hold its final shareholders meeting on
Jan. 21, 2008, at 11:30 a.m. at:

              Rua Minas Gerais
              122 Sao Paulo - SP, Brazil

These agenda will be taken during the meeting:

           1) accounting of the winding-up process; and
           2) determining the manner in which the books,
              accounts and documentation of the company, and of
              the liquidator should be disposed of.

Tele Trade's shareholders agreed on Dec. 12, 2007, o place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidator can be reached at:

             Augusto Prado Barreto
             Machedo de Campos, Pizzo E Barreto - Advogados
             Rua Minas Gerias, 122 - Higienopolis
             01244-101 - Sao Paolo - SP
             Brazil
             Tel: 55 11 3255 0844
             Fax: 55 11 3255 5571


JAPAN AIRLINES: MUFG Likely To Win Bid for JALCard Unit
-------------------------------------------------------
Mitsubishi UFJ Financial Group is likely to win the bidding for
a large stake in Japan Airlines International Co., Ltd.'s
credit card unit, Edwina Gibbs and Alison Tudor of Reuters
reports, citing the Yomiuri newspaper.

A financial source of the paper opined that MUFG has an
advantage in the deal because it has existing business ties
with JALCard, relates Reuters.

Other bidders include Credit Saison Co., Ltd., and TPG.  TPG,
according to Yomiuri's source, is viewed as the outside
contender as it has weaker links to the credit card business.

JAL, undergoing restructuring, is looking to sell up to 49% of
its unlisted credit card unit and will probably reach a
decision by the end of the month.  However, Reuters sources
said that JAL may be open to selling more than a 50% stake.

Tokyo-based Japan Airlines International Company, Limited --
http://www.jal.com/en/-- was created as a result of the merger
of Japan Airlines and Japan Air Systems to boost domestic
coverage.  Japan Airlines flies to the United States, Brazil
and France.

                        *     *     *

As reported on Feb. 9, 2007, that Standard & Poor's Ratings
Services affirmed its 'B+' long-term corporate credit and issue
ratings on Japan Airlines Corp. (B+/Negative/--) following the
company's announcement of its new medium-term management plan.
S&P said the outlook on the long-term corporate credit rating is
negative.

As reported on Oct. 10, 2006, that Moody's Investors Service
affirmed its Ba3 long-term debt ratings and issuer ratings for
both Japan Airlines International Co., Ltd and Japan Airlines
Domestic Co., Ltd.  The rating affirmation is in response to
the planned restructuring of the Japan Airlines Corporation
group on Oct. 1, 2006 with the completion of the merger of
JAL's two operating subsidiaries, JAL International and Japan
Airlines Domestic.  JAL International will be the surviving
company.  Moody's said the rating outlook is stable.

Fitch Ratings Tokyo analyst Satoru Aoyama said that the
company's debt obligations and expenses for new aircraft have
placed it in an unfavorable financial position.  Fitch assigned
a BB- rating on the company, which is three notches lower than
investment grade.


JAPAN AIRLINES: To Ask JPY60 Billion More from Creditors
--------------------------------------------------------
Japan Airlines International Co. Ltd. plans to ask for a
capital injection totaling about JPY60 billion from its four
major bank creditors as part of its JPY150-billion capital
increase plan, sources familiar with the matter revealed to
Kyodo News.

Kyodo News' sources say that the four banks are the Development
Bank of Japan, Mizuho Corporate Bank, the Bank of
Tokyo-Mitsubishi UFJ and Sumitomo Mitsui Banking Corp.

Jiji Press reports JAL will raise the JPY60 billion through
some issuance of preferred shares to its creditors.

According to Jiji Press, JAL will ask investment worth JPY20
billion each from Development Bank of Japan and Mizuho
Corporate Bank, JPY18 billion from Mitsubishi UFJ Financial
Group and JPY5 billion from Sumitomo Mitsui Financial Group
Inc.

Jiji Press further reports that JAL plans to raise some JPY90
billion through the issuance of preferred shares to business
partners, mainly trading houses.  The amount is part of JAL's
plan to issue a total of JPY150 billion-worth of preferred
shares by the end of the fiscal year as part of its business
turnaround measures.

Of the JPY90-billion portion, JAL plans to seek JPY20 billion
each from major traders Mitsui & Co., Mitsubishi Corp. and
Sojitz Corp., JPY10 billion each from Itochu Corp. and Marubeni
Corp., and JPY5 billion from Japan Energy Corp, relates Jiji
Press.

JAL procures aircraft and related parts through the traders,
and buys aircraft fuel from Japan Energy, notes Jiji Press.

Tokyo-based Japan Airlines International Company, Limited --
http://www.jal.com/en/-- was created as a result of the merger
of Japan Airlines and Japan Air Systems to boost domestic
coverage.  Japan Airlines flies to the United States, Brazil
and France.

                        *     *     *

As reported on Feb. 9, 2007, that Standard & Poor's Ratings
Services affirmed its 'B+' long-term corporate credit and issue
ratings on Japan Airlines Corp. (B+/Negative/--) following the
company's announcement of its new medium-term management plan.
S&P said the outlook on the long-term corporate credit rating is
negative.

As reported on Oct. 10, 2006, that Moody's Investors Service
affirmed its Ba3 long-term debt ratings and issuer ratings for
both Japan Airlines International Co., Ltd and Japan Airlines
Domestic Co., Ltd.  The rating affirmation is in response to
the planned restructuring of the Japan Airlines Corporation
group on Oct. 1, 2006 with the completion of the merger of
JAL's two operating subsidiaries, JAL International and Japan
Airlines Domestic.  JAL International will be the surviving
company.  Moody's said the rating outlook is stable.

Fitch Ratings Tokyo analyst Satoru Aoyama said that the
company's debt obligations and expenses for new aircraft have
placed it in an unfavorable financial position.  Fitch assigned
a BB- rating on the company, which is three notches lower than
investment grade.


PARANA BANCO: Wants 55% Voting Control at J. Malucelli
------------------------------------------------------
Parana Banco has proposed to convert preferred shares into
common shares and control 55% of voting capital in local insurer
J. Malucelli through subsidiaries Porto de Cima Holding and
Tresor Holdings, Business News Americas reports.

In addition, the bank will buy out other shareholders with Porto
de Cima eventually holding 85% and Tresor 15% of the insurer,
BNamericas says.

The report adds that the bank has entered into a deal with
private equity firm Advent International in March 2007 to buy
back J. Malucelli through swapping of shares.

BNamericas relates that Advent bought J Malucelli's 85% stake
for BRL45.3 million (currently US$25.8 million) in 2004.

The bank has raised BRL529 million from the sale of 37.8 million
preferred shares following its initial public offering on the
Sao Paulo stock exchange Bovespa in June 2007, BNamericas adds.

According to the report, the bank acquired 3.37 million shares
in J. Malucelli in October 2007, marking the first stage of the
share swap.  However, Insurance regulator Susep has yet to
approve the deal.

BNamericas notes that Susep, in August 2007, allowed the insurer
to offer personal lines and private pension plans.  J. Malucelli
Vida e Previdoncia obtained permission to make payroll loans
available to federal employees through the federal human
resources system on December.

Parana Banco is a niche bank in the segment of payroll discount
lending, primarily to public-sector employees.  The bank's
adjusted total assets of US$375 million as of June 2006
represented less than 1% of total assets in the Brazilian
banking industry.  The bank is a relevant part of a broader
conglomerate (J. Malucelli), with operations in different
sectors and concentrated in the South of Brazil.  Standard &
Poor's does not assign ratings to any company in the J.
Malucelli group, and the ratings assigned to the bank do not
incorporate potential support from shareholders.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
June 26, 2007, Standard & Poor's Ratings Services raised its
long-term counterparty credit rating and senior unsecured debt
rating on Parana Banco S.A. to 'B+' from 'B'.  The ratings were
removed from CreditWatch Positive where they were placed
June 11, 2007.  At the same time, S&P affirmed the 'B' short-
term counterparty credit rating on the bank.  S&P said the
outlook is stable.


PETROLEO BRASILEIRO: SBM To Operate P-57 for Three years
--------------------------------------------------------
Petroleo Brasileiro SA has picked Monaco's SBM Offshore to
operate the P-57 FPSO for three years, Business News Americas
reports.

According to the report, SBM, as confirmed by Petrobras on
Jan. 7, 2008, is the winning bidder for the turnkey supply and
three-year operation of the FPSO P-57.  Petrobras is paying
US$1.2 billion for the platform that will be built at the
KeppelFels shipyard in Rio de Janeiro state.

SBM disclosed that the signing of the contract is expected this
month, BNamericas says.

In 2006, BNamericas relates, Petrobras made an effort to select
a company to build the rig but prices offered were considered
too high.

P-57 will begin operations in 2011, producing 180,000b/d in the
Jubarte field in the Espirito Santo basin.

                 About Petrobras 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.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 14, 2007, Fitch Ratings 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'.  Fitch
said the rating outlook is stable.


PETROLEO BRASILEIRO: Subsea 7 Bags Gulf of Mexico Contract
----------------------------------------------------------
Petroleo Brasileiro SA is awarding Norwegian engineering firm
Subsea 7 a contract for installation works in the deepwater
Cascade and Chinook fields in the Gulf of Mexico, according to
Business News Americas.

Under the deal, Subsea 7 will receive up to US$50 million to:

   -- engineer and install 70km of power cables, control
      umbilicals and

   -- manufacture and install 16 jumpers in the Cascade and
      Chinook fields.

Subsea 7 disclosed that "the offshore installation campaign will
be carried out by one of Subsea 7's deepwater umbilical
installation vessels late 2009 and early 2010," BNamericas
relates.

BNamericas says that Petrobras will be using first-time floating
production storage and offloading vessel to develop Cascade and
Chinook.

                   About Petrobras 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.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 14, 2007, Fitch Ratings 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'.  Fitch
said the rating outlook is stable.


TAM SA: Reports Domestic Markets Share of 48.6% in December
-----------------------------------------------------------
TAM S.A.'s operating data for December 2007, as disclosed by the
Brazilian National Civil Aviation Agency, TAM registered 13.2%
growth in domestic RPK (demand) compared tothe same period last
year, and 13.8% increase in domestic ASK (supply).

In December, market demand increased 17.6% and market supply
increased 15.3%.  TAM registered a domestic market share of
48.6% and the domestic load factor was 71.9%, 0.2 p.p. higher
than the market average 71.7%.

In the international market, TAM registered 68.6% growth in RPK
and 77.0% in ASK, compared to December 2006.  The company
attained market share of 70.0%, representing 4.0 p.p. growth
year on year.  TAM attained 71.3% load factor, 6.1 p.p. higher
than the market average of 65.1%.

The domestic scheduled yield for December 2007 remained stable
with third quarter of 2007.

The company's operating data for December:

   Operating data             Dec 2007   Dec 2006    Var. %

   Domestic Market
     ASK (millions) - Supply     2,857      2,511      13.8%
     RPK (millions) - Demand     2,056      1,816      13.2%
     Load Factor                 71.9%      72.3%  -0.4 p.p.
     Market share                48.6%      50.5%  -1.9 p.p.

International Market
     ASK (millions) - Supply     1,679        949      77.0%
     RPK (millions) - Demand     1,197        710      68.6%
     Load Factor                 71.3%      74.8%  -3.5 p.p.
     Market share                70.0%      65.9%   4.0 p.p.

   Operating data                4Q07       4Q06      Var. %

   Domestic Market
     ASK (millions) - Supply     8,070      7,343       9.9%
     RPK (millions) - Demand     5,758      5,195      10.8%
     Load Factor                 71.4%      70.7%   0.6 p.p.
     Market share                48.2%      50.9%  -2.8 p.p.

International Market
     ASK (millions) - Supply     4,566      2,576      77.2%
     RPK (millions) - Demand     3,230      1,894      70.5%
     Load Factor                 70.7%      73.5%  -2.8 p.p.
     Market share                71.5%      61.9%   9.6 p.p.

                                Jan-Dec    Jan-Dec
Operating data                    2007      2006      Var. %

Domestic Market
     ASK (millions) - Supply     30,782    26,047      18.2%
     RPK (millions) - Demand     21,713    19,044      14.0%
     Load Factor                  70.5%     73.1%  -2.6 p.p.
     Market share                 48.9%     48.0%   0.9 p.p.

International Market
     ASK (millions) - Supply     16,051     8,663      85.3%
     RPK (millions) - Demand     11,349     6,651      70.6%
     Load Factor                  70.7%     76.8%  -6.1 p.p.
     Market share                 67.5%     37.5%  30.0 p.p.

                        About TAM SA

TAM SA (Bovespa: TAMM4 and NYSE: TAM) -- http://www.tam.com.br/
-- operates regular flights to 47 destinations throughout
Brazil.  It serves 72 different cities in the domestic market
through regional alliances.  Additionally, it maintains code-
share agreements with international airline companies that allow
passengers to travel to a large number of destinations
throughout the world.  TAM was the first Brazilian airline
company to launch a loyalty program.  The program has over 3.3
million subscribers and has awarded more than 3.6 million
tickets.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Aug. 27, 2007, Standard & Poor's Ratings Services affirmed its
'BB' long-term corporate credit rating on Brazil-based airline
TAM S.A.  S&P said the outlook is stable.


TELEMAR NORTE: Intensifies Talks To Acquire Brasil Telecom
----------------------------------------------------------
Telemar Norte Leste told Business News Americas that it had
stepped up talks to acquire Brazilian fixed line operator Brasil
Telecom.

Telemar Norte said in a statement that it was offering some
BRL4.8 billion for holding company Solpart, which controls
Brasil Telecom.

News daily Valor Economico reports that Solpart is controlled
by:

          -- Citigroup,
          -- Opportunity Asset Management, and
          -- Brazilian pension funds.

BNamericas notes that Telemar Norte is controlled by:

          -- La Fonte,
          -- Andrade Gutierrez,
          -- GP Investimentos,
          -- pension funds, and
          -- Brazilian development bank BNDES.

According to Telemar Norte's statement, the prices being
discussed during the negotiations are "indicative."

GP, Citi and Banco do Brasil's pension fund Previ agreed with
Telemar Norte to leave the company that would result from the
acquisition, news daily Folha de S Paulo says.  The new firm
will be controlled by La Fonte, Andrade Gutierrez, and other
partners.

BNamericas relates that once the sale is approved, the resulting
firm would be the largest mobile and fixed line operator owned
by exclusively national capital in Brazil.  It would compete
with Spain's Telefonica and Mexico's Telmex.

Signals Telecom Consulting senior analyst Diego Bubillo
commented to BNamericas, "The only way Oi [Telemar Norte] and
BrT [Brasil Telecom] can compete with those two groups is by
merging."

Yankee Group analyst Júlio Puschel told BNamericas, "The new
operator could be an interesting asset for an international
group to enter the Brazilian telecommunications market.
Nowadays it is very hard for a group to invest in that market
given the current situation. An operator this large and with
such solid infrastructure could change that scenario."

Brazil's antitrust laws prevent a merger between any of the
fixed line concession holders Telemar Norte, Brasil Telecom,
Telesp or Embratel due to conflict with concession licenses,
published reports say.

However, it wouldn't hinder the Telemar Norte-Brasil Telecom
merger and the necessary changes to legislation could be made,
Valor Economico states, citing Brazilian communications minister
Helio Costa.

                    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.

                    About Telemar Norte

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

As reported on April 27, 2007, Standard & Poor's placed on
CreditWatch with negative implications the 'BB+' corporate
credit rating on Tele Norte Leste Participacoes S.A.  The
creditwatch resulted from TmarPart's decision to buy out its
holding company's preferred shares.


TELEMAR NORTE: Mulling Share Restructuring & Acquisitions
---------------------------------------------------------
Telemar Norte Leste's controlling shareholders confirmed to Jeff
Fick of Dow Jones Newswires that they are considering a share
restructuring and acquisitions.

Telemar Norte said in a filing with securities regulators that
the shareholders are evaluating ways to restructure the firm's
complicated share structure.

Dow Jones relates that two previous attempts to restructure
Telemar Norte failed.  The latest was in October 2007.

According to Dow Jones, Telemar Norte's main shareholders are:

          -- BNDES;

          -- Previ, the pension fund for workers at state-owned
             Banco do Brasil;

          -- two local investment groups, GP Investimentos Ltd.
             and La Fonte Participacoes SA; and

          -- industrial conglomerate Andrade Gutierrez.

Telemar Norte told Dow Jones that it hired outside advisors to
analyze possible acquisitions in these sectors:

          -- fixed-line and cellular phone markets,
          -- Internet, and
          -- cable television.

Published reports in Brazil say that Telemar Norte was eying
rival Brasil Telecom.  A possible merger would be made in an
effort to better compete with regional giants like Spain's
Telefonica and Mexico's America Movil.

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

As reported on April 27, 2007, Standard & Poor's placed on
CreditWatch with negative implications the 'BB+' corporate
credit rating on Tele Norte Leste Participacoes S.A.  The
creditwatch resulted from TmarPart's decision to buy out its
holding company's preferred shares.




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


BASIS YIELD: Case Now Under Official Liquidation
------------------------------------------------
Hugh Dickson, Stephen John Akers, and Paul Andrew Billingham,
joint liquidators of Basis Yield Alpha Fund (Master), filed a
statement regarding the status of Basis Yield's liquidation
proceedings before the Grand Court of Cayman Islands.

In the statement, the JPLs notified the U.S. Bankruptcy Court
for the Southern District of New York that, on Dec. 19, 2007,
the Cayman Court directed that Basis Yield be officially wound
up pursuant to the provisions of the Cayman Islands' Companies
Law (2007 Revision).

The Statement also said the Cayman Court has appointed Messrs.
Dickson, Akers and Billingham as Basis Yield's joint official
liquidators.

U.S. counsel for the Liquidators, Karen B. Dine, Esq., at
Pillsbury Winthrop Shaw Pittman LLP, in New York, relates that,
pursuant to the Cayman Court's order, the Official Liquidators
are authorized to:

   -- do any act or thing they consider to be necessary or
      desirable in connection with the liquidation of Basis
      Yield and the winding up of its affairs;

   -- exercise all powers set out in Section 109 of the Cayman
      Companies Law without further sanction of the Cayman
      Court, including the liberty to employ attorneys, counsel
      and professional advisors in the Cayman Islands or
      elsewhere; and

   -- pay invoices out of the assets of Basis Yield for
      attorneys' and accountants' remuneration at the usual
      rates together with all costs and expenses.

Ms. Dine further relates that the Cayman Court also authorized
the Official Liquidators to file with the Cayman Court Clerk a
report, in writing, of the position of and the progress made
with the winding up of Basis Yield and with the realization of
its assets, and as to any other matters connected with the
company's liquidation, every 12 months or as the Cayman Court
may direct.

On Aug. 28, 2007, Basis Yield asked the Cayman Court to
immediately appoint Messrs. Dickson, Akers and Billingham as the
company's joint provisional liquidators.  The Cayman Court
granted Basis Yield's request on that same day.  The Liquidators
were first appointed temporarily by the Cayman Grand Court as an
interim measure designed to ensure that the status quo is
maintained pending a full hearing of a winding up petition.

The following day, the Liquidators filed a petition under
Chapter 15 of the U.S. Bankruptcy Code believing that an
ancillary case would facilitate an efficient, fair, prompt, and
orderly conduct of the Cayman Islands Proceeding.

The Cayman Grand Court usually appoints a provisional liquidator
if it is persuaded that in all probability a winding up order
will ultimately be made.

                     About Basis Yield

Basis Yield Alpha Fund (Master) is a Cayman Islands mutual fund.
It operates as a master-feeder structure that allows investors'
funds to be channeled through two companies operating in a
single jurisdiction to a "master" company operating in the same
jurisdiction.  These two feeder funds are Basis Yield Alpha Fund
(US), a US feeder fund for US taxable investors, and Basis Yield
Alpha Fund, a non-US feeder for all other investors.

On Aug. 29, 2007, Hugh Dickson, Stephen John Akers, and Paul
Andrew Billingham filed a chapter 15 petition for Basis Yield
(Bankr. S.D.N.Y. Case No. 07-12762).  Karen Dine, Esq. at
Pillsbury Winthrop Shaw Pittman LLP represents the petitioners.
(Basis Yield Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or
215/945-7000)


BASIS YIELD: NY Court to Consider Liquidation Case on January 15
----------------------------------------------------------------
Judge Robert Gerber of the U.S. Bankruptcy Court for the
Southern District of New York will consider on Jan. 15, 2008,
the request of Hugh Dickson, Stephen John Akers, and Paul Andrew
Billingham, joint official liquidators of Basis Yield Alpha Fund
(Master), for recognition of the Cayman Islands liquidation
proceeding of Basis Yield Alpha Fund (Master) as a "foreign
main" proceeding under Chapter 15 of the U.S. Bankruptcy Code.

Judge Gerber has previously set Jan. 8 as the deadline to file
objections to the Joint Official Liquidators' request for
summary judgement of their Chapter 15 petition.

No objections to the summary judgement request, however, were
filed on the U.S. Court dockets as of Jan. 9.

Basis Yield's Chapter 15 petition said it is estimated to have
more than US$100,000,000 in total assets and total liabilities,
and less than 49 creditors.  The Liquidators noted that more
than US$50,000,000 of Basis Yield's assets, held by various
financial institutions, are located within the United States.

                     About Basis Yield

Basis Yield Alpha Fund (Master) is a Cayman Islands mutual fund.
It operates as a master-feeder structure that allows investors'
funds to be channeled through two companies operating in a
single jurisdiction to a "master" company operating in the same
jurisdiction.  These two feeder funds are Basis Yield Alpha Fund
(US), a US feeder fund for US taxable investors, and Basis Yield
Alpha Fund, a non-US feeder for all other investors.

On Aug. 29, 2007, Hugh Dickson, Stephen John Akers, and Paul
Andrew Billingham filed a chapter 15 petition for Basis Yield
(Bankr. S.D.N.Y. Case No. 07-12762).  Karen Dine, Esq. at
Pillsbury Winthrop Shaw Pittman LLP represents the petitioners.
(Basis Yield Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or
215/945-7000)


COGENERATION FINANCE: Final Shareholders Meeting Is on Jan. 16
--------------------------------------------------------------
Cogeneration Finance (Cayman Islands) Limited will hold its
final shareholders meeting on Jan. 16, 2008, at:

              Maples Finance Limited
              Boundary Hall, Cricket Square
              George Town, Grand Cayman
              Cayman Islands

These agenda will be taken during the meeting:

           1) accounting of the winding-up process; and
           2) giving explanation thereof.

Cogeneration Finance's shareholders agreed on Nov. 1, 2007, o
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.


KNE CAYMAN: Holding Final Shareholders Meeting on Jan. 18
---------------------------------------------------------
KNE Cayman Ltd. will hold its final shareholders meeting on
Jan. 18, 2008, at:

              Maples Finance Limited
              Boundary Hall, Cricket Square
              George Town, Grand Cayman
              Cayman Islands

These agenda will be taken during the meeting:

           1) accounting of the winding-up process; and
           2) giving explanation thereof.

KNE Cayman's shareholders agreed on Nov. 16, 2007, o place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

              Daniel Rewalt
              Giles Le Sueur
              Maples Finance Limited
              P.O. Box 1093, George Town
              Grand Cayman, Cayman Islands


LIFE HOLDING: Sets Final Shareholders Meeting for Jan. 18
---------------------------------------------------------
Life Holding Company will hold its final shareholders meeting on
Jan. 18, 2008, at:

              Maples Finance Limited
              Boundary Hall, Cricket Square
              George Town, Grand Cayman
              Cayman Islands

These agenda will be taken during the meeting:

           1) accounting of the winding-up process; and
           2) giving explanation thereof.

Life Holding's shareholders agreed on Nov. 29, 2007, o place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidator can be reached at:

              Daniel Rewalt
              Maples Finance Limited
              P.O. Box 1093, George Town
              Grand Cayman, Cayman Islands


MET HOLDINGS: Final Shareholders Meeting Is on Jan. 18
------------------------------------------------------
Met Holdings, Inc, will hold its final shareholders meeting on
Jan. 18, 2008, at:

              Maples Finance Limited
              Boundary Hall, Cricket Square
              George Town, Grand Cayman
              Cayman Islands

These agenda will be taken during the meeting:

           1) accounting of the winding-up process; and
           2) giving explanation thereof.

Met Holdings' shareholders agreed on Nov. 16, 2007, o place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

              Daniel Rewalt
              Giles Le Sueur
              Maples Finance Limited
              P.O. Box 1093, George Town
              Grand Cayman, Cayman Islands


MPJ FUNDING: Sets Final Shareholders Meeting for Jan. 16
--------------------------------------------------------
MPJ Funding Corporation will hold its final shareholders meeting
on Jan. 16, 2008, at:

              Maples Finance Limited
              Boundary Hall, Cricket Square
              George Town, Grand Cayman
              Cayman Islands

These agenda will be taken during the meeting:

           1) accounting of the winding-up process; and
           2) giving explanation thereof.

MPJ Funding's shareholders agreed on Nov. 16, 2007, o place the
company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.


NEW ERA: Sets Final Shareholders Meeting for Jan. 17
----------------------------------------------------
New Era Shipping Limited will hold its final shareholders
meeting on Jan. 17, 2008, at:

              Maples Finance Limited
              Boundary Hall, Cricket Square
              George Town, Grand Cayman
              Cayman Islands

These agenda will be taken during the meeting:

           1) accounting of the winding-up process; and
           2) giving explanation thereof.

New Era's shareholders agreed on Nov. 27, 2007, o place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.


REACH EQUITY: Final Shareholders Meeting Is on Jan. 18
------------------------------------------------------
Reach Equity Limited will hold its final shareholders meeting on
Jan. 18, 2008, at 10:00 a.m. at the office of the company.

These agenda will be taken during the meeting:

           1) accounting of the winding-up process; and
           2) authorizing the liquidator to retain the records
              of the company for a minimum of six years from the
              dissolution of the company, after which they may
              be destroyed.

Reach Equity's shareholders agreed on Nov. 14, 2007, o place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidator can be reached at:

              Westport Services Ltd.
              Attention: Bonnie Willkom
              P.O. Box 1111, Grand Cayman KY1-1102
              Cayman Islands
              Telephone: (345)-949-5122
              Fax: (345)-949-7920


RUSSIAN CENTURY: Proofs of Claim Filing Deadline Is Jan. 18
-----------------------------------------------------------
The Russian Century Fund, Ltd.'s creditors are given until
Jan. 18, 2008, to prove their claims to David A.K. Walker and
Lawrence Edwards, 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.

The Russian Century's shareholder decided on Dec. 7, 2007, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

         David A.K. Walker
         Lawrence Edwards
         Attention: Jodi Jones
         PwC Corporate Finance & Recovery (Cayman) Limited
         P.O. Box 258, Grand Cayman KY1-1104
         Cayman Islands
         Telephone: (345) 914 8694
         Fax: (345) 945 4237


SAL 94: Proofs of Claim Filing Is Until Jan. 18
-----------------------------------------------
SAL 94 Limited's creditors are given until Jan. 18, 2008, to
prove their claims to Trident Liquidators (Cayman) Ltd., the
company's liquidator, 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.

SAL 94's shareholder decided on Dec. 13, 2007, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidator can be reached at:

         Trident Liquidators (Cayman) Ltd.
         Attention: Philip Sutcliffe
         P.O. Box 847, Grand Cayman
         Cayman Islands
         Telephone: (345) 949 0880
         Fax: (345) 949 0881


TWIN PEAKS: Will Hold Final Shareholders Meeting on Jan. 17
-----------------------------------------------------------
Twin Peaks Funding Limited will hold its final shareholders
meeting on Jan. 17, 2008, at:

              Maples Finance Limited
              Boundary Hall, Cricket Square
              George Town, Grand Cayman
              Cayman Islands

These agenda will be taken during the meeting:

           1) accounting of the winding-up process; and
           2) giving explanation thereof.

Twin Peaks' shareholders agreed on Nov. 1, 2007, o place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.


V SQUARED: Sets Final Shareholders Meeting for Jan. 21
------------------------------------------------------
V Squared Offshore Fund Ltd. will hold its final shareholders
meeting on Jan. 21, 2008, at 10:30 a.m. at:

              955 Massachusetts Avenue
              Suite 306, Cambridge
              Massachusetts 02319, USA

These agenda will be taken during the meeting:

           1) accounting of the winding-up process; and
           2) determining the manner in which the books,
              accounts and documentation of the company, and of
              the liquidator should be disposed of.

V Squared's shareholders agreed on Nov. 30, 2007, o place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidator can be reached at:

             Vladimir Velkov
             V Squared Master Fund Ltd.
             955 Massachusetts Avenue, Suite 306
             Cambridge, MA 02139, USA
             Tel: 617-715-9907, 617-576-7700
             Fax: 617-576-7701


V SQUARED MASTER: Will Final Shareholders Meeting on Jan. 21
------------------------------------------------------------
V Squared Master Fund Ltd. will hold its final shareholders
meeting on Jan. 21, 2008, at 10:00 a.m. at:

              955 Massachusetts Avenue
              Suite 306, Cambridge
              Massachusetts 02319, USA

These agenda will be taken during the meeting:

           1) accounting of the winding-up process; and
           2) determining the manner in which the books,
              accounts and documentation of the company, and of
              the liquidator should be disposed of.

V Squared's shareholders agreed on Nov. 30, 2007, o place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidator can be reached at:

             Vladimir Velkov
             V Squared Master Fund Ltd.
             955 Massachusetts Avenue, Suite 306
             Cambridge, MA 02139, USA
             Tel: 617-715-9907, 617-576-7700
             Fax: 617-576-7701




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


ROCK-TENN: Buying Southern Container for US$851 Million
-------------------------------------------------------
Rock-Tenn Company has agreed to acquire the stock of Southern
Container Corp., a privately held containerboard manufacturing
and corrugated packaging business, for US$851 million in cash.
Rock-Tenn expects that Southern Container will have
approximately US$142 million in debt outstanding immediately
after the acquisition.  Southern Container operates the 720,000
ton per year Solvay mill, located near Syracuse, NY, one of the
lowest cost recycled containerboard mills in North America, as
well as eight integrated corrugated box plants, two sheet
plants, and four high impact graphics facilities.  Consolidated
net sales of the acquired business for the 52-week period ended
Sept. 8, 2007 were US$538 million.  All corporate approvals of
the transaction have been received.  The closing is subject to
Hart-Scott-Rodino review and other customary closing conditions.
Rock-Tenn plans to finance the acquisition with proceeds from
US$1.4 billion in new credit facilities and the sale of
unsecured senior notes.  The US$1.4 billion will provide the
Company with funding to complete the acquisition, refinance the
Company's existing credit facilities, and provide in excess of
US$200 million of undrawn capacity.  Wachovia Bank, N.A., Bank
of America and SunTrust Bank and certain affiliates of each have
committed to provide US$1.4 billion in a combination of new
credit facilities and bridge financing to support this
transaction.  The new credit facilities will be secured with
certain assets of Rock-Tenn and Southern Container.
Additionally, Rock-Tenn's existing senior notes will share the
collateral under the terms of the indenture dated July 31, 1995.
Wachovia Capital Markets, LLC acted as financial advisor to
Rock-Tenn on the transaction.  Rock-Tenn expects to close the
acquisition in late March 2008.

Rock-Tenn's Chairman and Chief Executive Officer, James Rubright
said, "We believe Southern Container represents a unique
opportunity for Rock-Tenn to expand our corrugated and
merchandising display businesses.  Our strategy has been to
expand and improve our businesses by acquiring very low cost,
well-invested assets.  Southern Container fits this strategy
perfectly. It has consistently earned industry leading EBITDA
margins with its low cost Solvay mill, modern box plant system
and preprint graphics capability."

The purchase price including debt of Southern Container
represents a multiple of approximately 6.9 times Southern
Container's Pro Forma EBITDA for the 52 week period ended
Sept. 8, 2007.  Rock-Tenn and Southern Container expect to make
an IRC Section 338(h) (10) election that will increase Rock-
Tenn's tax basis in the acquired assets and result in a net
present value benefit of approximately US$150 million, net of
gross-up tax payments to be made to Southern Container's
shareholders as a result of the election.  Including the net
present value of the benefit of the tax basis step-up, the
purchase price represents approximately 5.8 times Southern
Container's Pro Forma EBITDA for the 52-week period ended
Sept. 8, 2007.

Headquartered in Norcross, Georgia, Rock-Tenn Company (NYSE:
RKT) -- http://www.rocktenn.com/-- provides a wide range of
marketing and packaging solutions to consumer products
companies, with operating locations in the United States,
Canada, Mexico, Argentina and Chile.  The company is one of
North America's manufacturers of packaging products,
merchandising displays and bleached and recycled paperboard.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Aug. 3, 2007, Standard & Poor's Ratings Services raised its
ratings on Rock-Tenn Co., including raising its corporate credit
rating to 'BB+' from 'BB'.  S&P removed all ratings from
CreditWatch, where they were placed with positive implications
on June 15, 2007.  S&P said the outlook is stable.


* COLOMBIA: Gets US$350-Mln Loan for Housing Development Project
----------------------------------------------------------------
The Inter-American Development Bank has approved a US$350
million loan to strengthen Colombia's low-cost housing and
territorial development policy.

The objective of the program is to help improve the quality of
life of low-income families through access to better housing and
living conditions.

This will be done by:

   -- strengthening and improving the subsidy system for low
      cost housing;

   -- promoting mass titling programs for government properties
      illegally occupied with low-cost housing;

   -- creating instruments and laying the groundwork for the
      development and application of a national comprehensive
      neighborhood improvement policy; and

   -- strengthening the institutional framework.

"The operation includes financing 106,000 subsidies to support
families in the informal urban sector with monthly incomes below
four minimum monthly wages," said project team leader, Verónica
Adler.  "This financing will allow families to acquire or
construct homes or complete construction of  or improve their
homes."

The program will also support the process of awarding title to
approximately 320,000 government properties occupied by low cost
housing, benefiting about 1.3 million Colombians.  To this end,
the operation includes resources to provide the necessary
technical, legal, and financial support  to subnational
entitites so that they can carry out the titling process.

Additionally, the operation will implement a pilot program for
comprehensive neighborhood improvement policy by financing
activities that promote the physical and social integration of
informal areas with the formal economies of the city through
improvements in urban infrastructure and the provision of social
services.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Dec. 27, 2007, Standard & Poor's Ratings Services has assigned
BB+ long-term sovereign foreign currency rating and B short-term
sovereign foreign currency rating on Colombia.

As reported in the Troubled Company Reporter-Latin America on
June 15, 2007, Standard & Poor's Ratings Services assigned its
'BB+' long-term senior unsecured rating to the Republic of
Colombia's proposed 2027 Global Titulos de Tesoreria bond, a
bond denominated in Colombian pesos but payable in US dollars.




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


EMPRESA DE TELECOM: Moody's Puts Ba1 Rating on US$300-Mil. Notes
----------------------------------------------------------------
Moody's has assigned a Baa3 local currency issuer rating with a
stable outlook to Empresa de Telecomunicaciones de Bogota S.A.
E.S.P.  Simultaneously, Moody's has assigned a Ba1 rating with a
positive outlook to the proposed up to US$300 million in senior
notes denominated in Colombian Pesos due 2018 and payable in US
dollars.

Affected proposed instrument:

  -- Up to US$300 million in senior notes denominated in
     Colombian Pesos due 2018: Ba1, positive outlook.

The rating on the senior notes is constrained by Colombia's
foreign currency country ceiling (Ba1/POS) because principal and
interest payments under the proposed notes are payable in U.S.
dollars, calculated by converting the amount owed in Colombian
pesos using the Average Representative Market Rate.  The Average
Representative Market Rate is defined as the average rate of the
last five business days, ending the third business day prior to
the due date.  The notes will pay interest on an annual basis
beginning in 2009.  Principal will be paid at the maturity date,
which is in 2018.

The ratings assigned are based on Empresa de Telecomunicaciones'
dominant market position in Colombia's major city, City of
Bogota, and its solid national market presence.  In addition,
"the ratings are also supported by the company's strong cash
flow generation and credit metrics.  Pro forma for the proposed
notes, adjusted debt leverage should stand at 1.7 times, funds
from operations interest coverage ratio should be at 18 times
and retained cash flow to adjusted debt should be at 70% at year
end 2007", said Moody's analyst Nymia Almeida.  Also pro forma
for the proposed transaction, at the end of 2008 the company
should have no short-term debt and the debt maturity profile
will be comfortable as no major payments would be due before
2018.  "The ratings also incorporate the fact that the City of
Bogota (rated Baa3, local currency rating) is ETB's controlling
shareholder and that the company's indebtedness is closely
supervised by the federal government", Ms. Almeida added.  In
addition, when assigning its ratings, Moody's also took into
consideration the pending payments related to litigation and
legal disputes.

The ratings, however, are constrained by Empresa de
Telecomunicaciones' modest size, the extremely competitive
nature of the telecom industry in Colombia and the company's
weaker access to capital as compared to its most important
competitors, Telefonica Telecom/Movistar, Telmex Colombia and
America Movil's Comcel.  Stronger wireline competition, wireless
substitution and introduction of IP-based voice services,
especially in the last couple of years, are putting pressure on
the company's margins and working capital, and will require the
company to maintain conservative balance sheet management in
terms of financial leverage and foreign exchange exposure if the
ratings are to be maintained over the long term.  When assigning
its ratings, Moody's also took into consideration that the
company is a state owned enterprise exposed to the risk of
political interference.  The net proceed from the proposed notes
will be used to prepay existing debt incurred to fund pension
liabilities and to provide additional funds to the trust created
to fund the company's pension liabilities.

With operating origins back in 1884, Empresa de
Telecomunicaciones is a wireline telecom regional incumbent
service provider that owns and operates one of the largest
telecommunications networks in Colombia providing local and long
distance telephone services, Internet services to residential
subscribes and data services to corporations.  The company has
an 80% subscriber market share in the City of Bogota where it
generates over 95% of revenues and 90% of its broadband
subscribers reside.  The City of Bogota is the controlling
shareholder and owns over 86% of capital stock; approximately
11% of shares are free float that have traded on the Colombian
stock exchange since 2003.  During the last twelve months ending
on Sept. 30, 2007, the company generated approximately US$730
million in revenues.  Local telephony was the main income
generator, representing 61% of total revenues; long distance
represented 19%, Internet 14% and data services 5%.

The outlook on the Baa3 local currency issuer rating is stable.
The stable outlook is based on Moody's belief that Empresa de
Telecomunicaciones will be able to avoid a significant decline
in revenues by acquiring as many possible subscribers before
competition intensifies, after the expected strengthening of
Telefonica Telecom and Telmex Colombia and the continuation of
wireless substitution.  In addition, increased needs for high-
speed Internet and data services should mitigate the downward
pressure on usage of local and long distance telecom services.
Moody's also believes that the company's principal shareholder,
the City of Bogota, will choose to maintain current financial
policies, with dividend payouts in line with net income, as
established by the company's current by-laws.  The positive
outlook for the rating on the senior notes reflects the positive
outlook for Colombia's Ba1 foreign currency country ceiling.

Empresa de Telecomunicaciones de Bogota SA ESP is based in the
City of Bogota, Colombia.  As of Sept. 30, 2007, last twelve
month unconsolidated revenues and adjusted EBITDA margin stood
at approximately US$730 million and 38.4%, respectively.


SOLUTIA INC: Mulls Offering US$400 Mil. of Senior Unsec. Notes
--------------------------------------------------------------
Solutia Inc. is planning to offer US$400 million aggregate
principal amount of senior unsecured notes, which are expected
to mature in 2016.

On Oct. 31, 2007, the company disclosed that the notes offering
is part of a US$2 billion exit financing package that would be
used to pay certain creditors upon Solutia's emergence from
Chapter 11 pursuant to its confirmed plan of reorganization, and
for the ongoing operations of the company after emergence.

As part of this exit financing package, Solutia also intends to
enter into a senior secured asset-based revolving credit
facility in the aggregate principal amount of US$400 million and
a senior secured term loan facility in an aggregate principal
amount of US$1.2 billion.

The notes will be governed by an indenture that is expected to
contain covenants restricting Solutia's ability to, among other
things, incur indebtedness, pay dividends, incur liens, and sell
assets.

                     About Solutia Inc.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- and its subsidiaries, engage in
the manufacture and sale of chemical-based materials, which are
used in consumer and industrial applications worldwide.  The
company and 15 debtor-affiliates filed for chapter 11 protection
on Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).  When the
Debtors filed for protection from their creditors, they listed
US$2,854,000,000 in assets and US$3,223,000,000 in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis
LLP, in New York, as lead bankruptcy counsel, and David A.
Warfield, Esq., and Laura Toledo, Esq., at Blackwell Sanders
LLP, in St. Louis Missouri, as special counsel.  Trumbull Group
LLC is the Debtor's claims and noticing agent.  Daniel H.
Golden, Esq., Ira S. Dizengoff, Esq., and Russel J. Reid, Esq.,
at Akin Gump Strauss Hauer & Feld LLP represent the Official
Committee of Unsecured Creditors, and Derron S. Slonecker at
Houlihan Lokey Howard & Zukin Capital provides the Creditors'
Committee with financial advice. The Official Committee of
Retirees of Solutia, Inc., et al., is represented by Daniel D.
Doyle, Esq., Nicholas A. Franke, Esq., and David M. Brown, Esq.,
at Spencer Fane Britt & Browne, LLP, in St. Louis, Missouri, and
Frank M. Young, Esq., Thomas E. Reynolds, Esq., R. Scott
Williams, Esq., at Haskell Slaughter Young & Rediker, LLC, in
Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On
Oct. 22, 2007, the Debtor re-filed a Consensual Plan &
Disclosure Statement and on November 29, the Court confirmed the
Debtors' Consensual Plan.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Dec. 10, 2007, Standard & Poor's Ratings Services assigned its
'B+' loan rating to Solutia Inc.'s (D/--/--) proposed US$1.2
billion senior secured term loan and a '3' recovery rating,
indicating the likelihood of a meaningful (50%-70%) recovery of
principal in the event of a payment default.  The ratings are
based on preliminary terms and conditions.

S&P also assigned its 'B-' rating to the company's proposed
US$400 million unsecured notes.




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


GUESS? INC: Brean Murray Maintains Buy Rating on Firm's Shares
--------------------------------------------------------------
Brean Murray analyst Eric M. Beder has kept his "buy" rating on
Guess? Inc.'s shares, Newratings.com reports.

Newratings.com relates that the target price for Guess?'s shares
was set at US$57.

Mr. Beder said in a research note that Guess? reported good
double-digit December comps, despite a tough economic
environment and difficult comps.

Newratings.com notes that Mr. Beder is positive Guess? has
various multi-year growth drivers in the domestic and
international markets.  According to Mr. Beder, Guess?'s stock
deserves to trade at a premium.

Earnings per shares estimates for the fiscal years 2007 and 2008
were increased to US$1.98 from US$1.96 and to US$2.50 from
US$2.46, respectively, Newratings.com states.

Guess? Inc. (NYSE: GES) -- http://www.guessinc.com/-- designs,
markets, distributes and licenses a lifestyle collection of
contemporary apparel, accessories and related consumer products.
At May 5, 2007, the company operated 336 retail stores in the
United States and Canada.  The company also distributes its
products through better department and specialty stores around
the world, including the Philippines, Hungary and the Dominican
Republic.

                        *     *     *

Guess? Inc. still carries Standard & Poor's "BB" long-term
foreign and local issuer credit ratings, which were assigned in
December 2006.




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


PETROECUADOR: Inks Three Oriente Oil Sale Contracts
---------------------------------------------------
Ecuadorian state-run oil firm Petroecuador said in a statement
that it has sold about 1.08 million barrels of of Oriente crude
in three short-term contracts of 360,000 barrels each.

Business News Americas relates that seven firms of the 20 that
registered for the bidding process this month submitted offers.

According to BNamericas, the contracts were awarded to:

          -- Tauras Petroleum, which offered US$12.23 per barrel
             spot market price discount;

          -- Mitsubishi, which offered US$13.22 per barrel; and

          -- Petrochina, which offered US$13.59 per barrel.

Petroecuador, according to published reports, is faced with
cash-problems.  The state-oil firm has no funds for maintenance,
has no funds to repair pumps in diesel, gasoline and natural gas
refineries, and has no capacity to pay suppliers and vendors.
The government refused to give the much-needed cash alleging
inefficiency and non-transparency in Petroecuador's dealings.




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


BRITISH AIRWAYS: To Launch US-EU "OpenSkies" Airline in June
------------------------------------------------------------
British Airways plc is planning to launch its new US-EU
subsidiary airline "OpenSkies" with daily flights from New York
to Brussels and Paris.

The airline will launch in June 2008 with one Boeing 757
aircraft that will operate from New York to either Brussels or
Paris Charles de Gaulle airports.  A second aircraft will be
added to the fleet later this year to fly to the other EU
destination.  The plan is to operate six 757s by the end of
2009, all of which will be sourced from the current British
Airways' fleet.

The aircraft will carry up to 82 passengers on Boeing 757
aircraft with three onboard cabins: business, premium economy
and economy.

"This is an exciting new venture for us and we're confident that
it will be a great success as we build on the strength of
British Airways' brand in the U.S. and Europe," Willie Walsh,
chief executive of British Airways, said.  "By naming the
airline OpenSkies, we're celebrating the first major step in 60
years towards a liberalized U.S./EU aviation market which means
we can fly between any U.S. and EU destination.  It also signals
our determination to lobby for further liberalization in this
market when talks between the EU and U.S. take place later this
year."

OpenSkies' business class cabin has 24 seats that convert into
6' flat beds.  There will be 28 premium economy seats with a 52"
seat pitch and 30 economy seats.

The 757s will have winglets retro-fitted on the aircraft.  These
will improve fuel efficiency, reduce the aircraft's CO2
emissions and increase the aircraft's operating range.

OpenSkies' managing director will be Dale Moss, British Airways'
former director of worldwide sales, and the airline is
registered in the U.K.  It will shortly file an application for
the necessary regulatory approval in the U.S. and U.K.

      Reaction of the British Airline Pilots' Association

"BALPA welcomes BA's decision to innovate and establish a wholly
owned subsidiary company to take advantage of the new open skies
agreement between the U.S. and EU but we have issues with BA on
how the new service should be structured," Jim McAuslan, general
secretary of the British Airline Pilots' Association, said.
"Having worked so hard to secure success for BA, Its pilots do
not want to see its brand or its safety record put at risk."

"We are in talks with BA and the next meeting will be on Monday
Jan. 14th.  The new subsidiary can only fly successfully with
the full support of BA's pilot force," Mr. McAuslan added.

Headquartered in West Drayton, United Kingdom, British Airways
plc -- http://www.ba.com/-- operates of international and
domestic scheduled and charter air services for the carriage of
passengers, freight and mail, and provides of ancillary
services.  The British Airways group consists of British Airways
plc and a number of subsidiary companies including in particular

British Airways Holidays Ltd. and British Airways Travel
Shops Ltd.  BA has offices in India and Guatemala.

                        *     *     *

As of Jan. 2, 2008, British Airways plc carries a senior
unsecured debt rating of Ba1 from Moody's Investors' Service
with a stable outlook.


IMAX CORP: Sept. 30 Balance Sheet Upside-Down by US$76.8 Million
----------------------------------------------------------------
IMAX Corp.'s consolidated balance sheet at Sept. 30, 2007,
showed US$212.7 million in total assets and US$289.5 million in
total liabilities, resulting in a US$76.8 million total
stockholders' deficit.

IMAX Corporation reported a net loss of US$7.5 million on
revenues of US$29.8 million for the third quarter of fiscal
2007, compared to a restated net loss of US$5.6 million on
revenues of US$31.0 million for the third quarter of fiscal
2006.

IMAX co-chief executive officers Richard L. Gelfond and Bradley
J. Wechsler stated, "We are excited to be on the threshold of
launching our digital projection system late in the second
quarter of 2008, ahead of schedule.  Although we have
experienced both disappointments and successes over the course
of the past decade in bringing IMAX digital to the cusp of
reality, the company is now poised to benefit from the
transition from a film-based system to a digital format.  We
believe our system will embody the IMAX(R) brand and experience
and that this transition will have a very positive impact on the
company's growth and on our financial performance over the long
term."

"We are extremely happy with film performance in the third
quarter, and indeed throughout 2007," stated Messrs. Gelfond and
Wechsler.  "The strength of the slate is clearly reflected in
our DMR revenues, which increased 84% in the third quarter of
fiscal 2007 compared to the fiscal third quarter of last year,
and 71% in the first nine months of 2007 compared to the same
period last year."

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available
for free at http://researcharchives.com/t/s?26ec

                   About IMAX Corporation

Based in New York City and Toronto, Canada, IMAX Corporation
(NASDAQ:IMAX) -- http://www.imax.com/-- is an entertainment
technology company, with emphasis on film and digital imaging
technologies including 3D, post-production and digital
projection.  IMAX is a fully-integrated, out-of-home
entertainment enterprise with activities ranging from the
design, leasing, marketing, maintenance, and operation of
IMAX(R) theatre systems to film development, production, post-
production and distribution of large-format films.  IMAX also
designs and manufactures cameras, projectors and consistently
commits significant funding to ongoing research and development.
IMAX has locations in Guatemala, India, Italy, among others.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Jan. 11, 2008, Moody's Investors Service changed the outlook for
IMAX Corporation to stable from positive indicating that an
upgrade over the near term is less likely.

Ratings affirmed:

  -- Corporate Family Rating, Affirmed at Caa1
  -- Probability of Default Rating, Affirmed at Caa1
  -- Senior Unsecured Bonds, Affirmed at Caa2, LGD 4, 60%

As reported in the Troubled Company Reporter-Latin America on
Dec. 28, 2007, Standard & Poor's Ratings Services revised its
outlook on IMAX Corp. to stable from positive.  S&P also
affirmed the ratings on the company, including the 'CCC+'
corporate credit rating.




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


AIR JAMAICA: Cancels Wage Discussion with National Workers
----------------------------------------------------------
Radio Jamaica reports that Air Jamaica has canceled a meeting
with the National Workers Union.  The two parties were supposed
to discuss workers' wage.

Normality could be ensured at Air Jamaica as employees had
become impatient after waiting over a year for a new wage
contract, Radio Jamaica says, citing the National Workers' vice
president Granville Valentine.

Mr. Valentine told Radio Jamaica that Air Jamaica's chairperson
Shirley Williams still doesn't want a meeting with the unionized
group with the National Workers and the Union of Clerical and
Supervisory Employees.   Each time a meeting is set, she
wouldn't be around.  Workers see the act as a disregard for
them.

Air Jamaica employees were also upset after being denied
National Housing Trust refunds due to the failure of the airline
to pay over contributions, Radio Jamaica states.

Headquartered in Kingston, Jamaica, Air Jamaica --
http://www.airjamaica.com/-- was founded in 1969.  It flies
passengers and cargo to almost 30 destinations in the Caribbean,
Europe, and North America.  Air Jamaica offers vacation packages
through Air Jamaica Vacations.  The company closed its intra-
island services unit, Air Jamaica Express, in October 2005.  The
Jamaican government assumed full ownership of the airline after
an investor group turned over its 75% stake in late 2004.  The
government had owned 25% of the company after it went private in
1994.  The Jamaican government does not plan to on Air Jamaica
permanently.

                        *     *     *

On July 21, 2006, Standard & Poor's Rating Services assigned B
long-term foreign issuer credit rating on Air Jamaica Ltd.,
which is equal to the long-term foreign currency sovereign
credit rating on Jamaica, is based on the government's
unconditional guarantee of both principal and interest payments.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
June 12, 2007, Moody's Investors Service assigned a rating of B1
to Air Jamaica Limited's guaranteed senior unsecured notes.


AIR JAMAICA: Four Major Airline Firms Offer to Buy Stake
--------------------------------------------------------
One of the four unnamed major airline firms is selected to take
a stake in Air Jamaica within another year, Ingrid Brown, a
Sunday Oberver writer, says.

Don Wehby, minister without portfolio in the Ministry of
Finance, told Sunday Observer that "The response from potential
partners has been overwhelming, and there are some very serious
partners with a lot of good plans and capital who we are
speaking to now."

According to Mr. Wehby, the government sought a partner that
must:

   -- be major company with airline experience and had a huge
      capital to operate Air Jamaica,

   -- present a very clear plan of how they intend to increase
      the flow of tourists into Jamaica, and

   -- be willing to maintain the Air Jamaica brand on the
      aircraft.

Mr. Wehby added that the firm, who would work with the
government, would be determined by the best price, Sunday
Observer relates.

Report shows a new partner would be recognized and the
divestment concluded by March 2009.

"The idea is to not have Air Jamaica costing taxpayers any money
by 2009, as the charge on this year's budget is close to $4
billion," Sunday Observer reports, citing Mr. Wehby.

The Jamaica Labour Party (JLP) Government has committed to look
for equity partnership deals to revitalize Air Jamaica.

"The Government would retain part ownership of Air Jamaica,
which would retain its name and its unique Jamaican
characteristics and would continue to serve the routes that are
significant to local travellers, tourism and the Jamaican
Diaspora," the JLP said in a statement.

Mr. Wehby disclosed that the government has been identifying an
investment banker and an aeronautics specialist that would help
in choosing the best company from the four short-listed offers,
Sunday Observer says.

Headquartered in Kingston, Jamaica, Air Jamaica --
http://www.airjamaica.com/-- was founded in 1969.  It flies
passengers and cargo to almost 30 destinations in the Caribbean,
Europe, and North America.  Air Jamaica offers vacation packages
through Air Jamaica Vacations.  The company closed its intra-
island services unit, Air Jamaica Express, in October 2005.  The
Jamaican government assumed full ownership of the airline after
an investor group turned over its 75% stake in late 2004.  The
government had owned 25% of the company after it went private in
1994.  The Jamaican government does not plan to on Air Jamaica
permanently.

                        *     *     *

On July 21, 2006, Standard & Poor's Rating Services assigned B
long-term foreign issuer credit rating on Air Jamaica Ltd.,
which is equal to the long-term foreign currency sovereign
credit rating on Jamaica, is based on the government's
unconditional guarantee of both principal and interest payments.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
June 12, 2007, Moody's Investors Service assigned a rating of B1
to Air Jamaica Limited's guaranteed senior unsecured notes.


CABLE & WIRELESS: Unit Launches Cost-Saving Network Product
-----------------------------------------------------------
Cable & Wireless' Jamaican unit has launched a new network
product callled Business Virtual Private Networks, The Jamaica
Gleaner reports.

Cable & Wireless told The Gleaner that Business Virtual will
provide cost-savings.  It will let firms to interconnect remote
branch offices using affordable broadband DSL access
technologies, eradicating the need for more traditional
offerings like frame relay and leased lines that tend to be
"onerous" on the the information technology budgets of small and
medium-sized companies.

Cable & Wireless' business solutions vice president Lloyd
Distant said in a press statement, "The launch of our Business
VPN [Business Virtual] product underscore C&WJ's [Cable &
Wireless Jamaica] continued commitment to deliver affordable and
modern business solutions for small and medium businesses.  We
believe that the advantages of lower costs, combined with safer
network connectivity will enhance the productivity of several
businesses by creating greater efficiency."

Business Virtual is reportedly more secure than Internet.  The
data is transported through a private Cable & Wireless network
and doesn't pass through the Internet.  The new product uses
broadband network intelligence and islandwide reach to
interconnect remote branch offices using a variety of affordable
access connections such as low cost "Internet-less" ADSL.  Firms
not requiring data encryption between locations can use the
lower cost DSL modems instead of routers, resulting in cost
savings.  The application lets branch offices share information
and have access to business applications like accounting
software, customer information systems and inventory management,
The Gleaner states.

Headquartered in London, Cable & Wireless Plc --
http://www.cw.com/new/-- provides voice, data and IP (Internet
Protocol) services to business and residential customers, as
well as services to other telecoms carriers, mobile operators
and providers of content, applications and Internet services.
The company has operations are in the United Kingdom, India,
China, the Cayman Islands and the Middle East.

                        *     *     *

In April 2007, in connection with the implementation of its new
Probability-of-Default and Loss-Given-Default rating methodology
for the corporate families in the Telecommunications, Media and
technology sector, Moody's Investors Service confirmed its Ba3
Corporate Family Rating for Cable & Wireless Plc.

Moody's also assigned a Ba3 Probability-of-Default rating to the
company.

* Issuer: Cable & Wireless Plc

                                          Projected
                        Debt     LGD      Loss-Given
Debt Issue              Rating   Rating   Default
----------              -------  -------  --------
4% Senior Unsecured
Conv./Exch.
Bond/Debenture
Due 2010                B1       LGD4     60%

GBP200 million
8.75% Senior
Unsecured Regular
Bond/Debenture
Due 2012                B1       LGD4     60%


NATIONAL WATER: Regulator Launches Rate Increase Consultations
--------------------------------------------------------------
Radio Jamaica reports that the Office of Utilities Regulation
has begun its public consultations on the National Water
Commission's rate increase.

The National Water sought the regulator's authorization to
increase its water rate by 44% in November 2007 to improve its
service, Radio Jamaica notes.  The company admitted to grappling
with the deteriorating infrastructure that has not been upgraded
for decades and needs to be replaced.

According to Radio Jamaica, the first meeting will be at the
Morant Bay Parish Church Hall in St. Thomas.

The National Water had its last rate increase of 26% in 2003,
Radio Jamaica states.

                        *     *     *

As reported in the Troubled Company Reporter on Feb. 7, 2006,
the National Water Commission of Jamaica had been criticized for
failing to act promptly in cutting its losses.  For the fiscal
years 2002 and 2003, the water commission accumulated a net loss
of US$2.11 billion.  The deficit fell to US$1.86 billion the
following year, and to US$670 million in 2004 and 2005.




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


ALLIS-CHALMERS: Earns US$13 Mil. in Quarter Ended Sept. 30, 2007
----------------------------------------------------------------
Allis-Chalmers Energy Inc. reported net income of US$13.0
million for the third quarter ended Sept. 30, 2007, compared to
net income of US$11.3 million in the third quarter of 2006.

Revenues for the third quarter of 2007 rose 70.4% to US$147.9
million compared to US$86.8 million for the third quarter of
2006.  Revenues increased in the third quarter of 2007 due to
acquisitions completed in 2006, investments in new capital
equipment and the opening of new operating locations.  The
acquisitions included DLS Drilling, Logistics & Services
Corporation, or DLS, the company's international drilling
subsidiary in Argentina, acquired in August 2006, and
substantially all of the assets of Oil & Gas Rental Services
Inc., or OGR, acquired in December 2006.

Income from operations grew 61.1% to US$31.1 million for the
third quarter of 2007, from US$19.3 million in the third quarter
of 2006.  Adjusted EBITDA increased 78.2% to US$46.4 million for
the third quarter of 2007 compared to US$26.0 million in the
third quarter of 2006.

The provision for income taxes for the third quarter of 2007 was
US$7.2 million, or 35.8% of net income before income taxes,
compared to US$3.1 million, or 21.7% of net income before income
taxes for the third quarter of 2006.

Micki Hidayatallah, Allis-Chalmers' chairman and chief executive
officer, stated, "Our results in the third quarter were
primarily affected by weaker Gulf of Mexico activity, including
the impact of the hurricane season, delays in the delivery of
coil tubing units and pre-election labor slow downs and strikes
in Argentina."

Mr. Hidayatallah also noted, "In spite of these challenges we
had Adjusted EBITDA of US$46.4 million in the third quarter and
Adjusted EBITDA of US$146.8 million for the nine month period
ended Sept. 30, 2007.  We believe the current levels of revenue
and EBITDA are sustainable in the fourth quarter of this year.
Next year we expect to see the benefits of our extensive capital
expenditure program in 2007, our proposed 2008 capital
expenditures, and from recent acquisitions in the Tubular
Services and Directional Drilling segments.  These factors,
together with increasing demand for energy in Argentina should
contribute to improved financial and operating performance."

              Liquidity and Capital Resources

The company had cash and cash equivalents of US$63.1 million at
Sept. 30, 2007, compared to US$39.7 million at Dec. 31, 2006.

At Sept. 30, 2007, the company had US$516.5 million in
outstanding indebtedness, of which US$508.9 million was long
term debt and US$7.6 million is due within one year.

                       Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet
showed US$1.02 billion in total assets, US$614.7 million in
total liabilities, and US$405.6 million in total stockholders'
equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available
for free at http://researcharchives.com/t/s?26ed

                    About Allis-Chalmers

Allis-Chalmers Energy Inc. --http://www.alchenergy.com/--
(NYSE: ALY) is a Houston based multi-faceted oilfield services
company.  It provides services and equipment to oil and natural
gas exploration and production companies, domestically in Texas,
Louisiana, New Mexico, Colorado, Oklahoma, Mississippi, Utah,
Wyoming, Arkansas, Alabama, West Virginia, offshore in the Gulf
of Mexico, and internationally primarily in Argentina and
Mexico.  Allis-Chalmers provides rental services, international
drilling, directional drilling, tubular services, underbalanced
drilling, and production services.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Dec. 10, 2007, Standard & Poor's Ratings Services revised its
outlook on Allis-Chalmers Energy Inc. to positive from stable
and affirmed its 'B' corporate credit rating on the company.


AMERICAN AXLE: UBS Maintains Buy Rating on Firm's Shares
--------------------------------------------------------
UBS has kept its "buy" rating on American Axle and Manufacturing
Holdings Inc.'s shares, Newratings.com reports.

Newratings.com relates that the target price from American Axle
was decreased to US$28 from US$34.

UBS said in a research note that American Axle's revenues would
drop 6% due to a decline in General Motor's truck output.

UBS told Newratings.com that the shutting down of American
Axle's plant in Buffalo and additional improvements in
productivity could improve the firm's margins by 20bps this
year.

The earnings per share estimate for this year was decreased to
US$1.80 from US$2.10.

American Axle & Manufacturing Holdings, Inc. (NYSE:AXL) --
http://www.aam.com/-- and its wholly owned subsidiary, American
Axle & Manufacturing, Inc. manufactures, engineers, designs and
validates driveline and drivetrain systems and related
components and modules, chassis systems and metal-formed
products for light trucks, sport utility vehicles and passenger
cars.  In addition to locations in the United States (in
Michigan, New York and Ohio), the company also has offices or
facilities in Brazil, China, Germany, India, Japan, Luxembourg,
Mexico, Poland, South Korea and the United Kingdom.

As reported in the Troubled Company Reporter-Latin America on
Nov. 28, 2007, Moody's Investors Service affirmed American Axle
& Manufacturing Holdings, Inc.'s Corporate Family rating of Ba3
as well as the senior unsecured rating of Ba3 to American Axle &
Manufacturing, Inc.'s notes and term loan.  At the same time,
the rating agency revised the rating outlook to stable from
negative and renewed the Speculative Grade Liquidity rating of
SGL-1.

Ratings affirmed and updated loss given default assessments:

American Axle & Manufacturing Holdings, Inc.

  -- Corporate Family, Ba3
  -- Probability of Default, Ba3
  -- Unsecured guaranteed convertible note, Ba3 (LGD-4, 56%)

American Axle & Manufacturing, Inc.

  -- Unsecured guaranteed notes, Ba3 (LGD-4, 56%)
  -- Unsecured guaranteed term loan, Ba3 (LGD-4, 56%)
  -- Speculative Grade Liquidity, SGL-1


American Axle & Manufacturing Holdings' obligations are
guaranteed by American Axle and vice versa.

The last rating action was on June 5, 2007, when American Axle's
US$250 million unsecured term loan was rated and the Speculative
Grade Liquidity rating of SGL-1 was affirmed.


KRONOS INC: Launches New Offices in Shanghai & Mumbai
-----------------------------------------------------
Kronos(R) Incorporated has opened offices in two new cities:
Shanghai and Mumbai, in response to increasing globalization and
to better serve and build its customer base.

"We are continuing to experience increased demand for our
solutions on a global scale," said Mick Adamson, vice president
of international operations at Kronos.  "By adding offices in
Shanghai and Mumbai, we are poised to better serve our existing
customers and capitalize on the growing demand for workforce
management solutions throughout the region."

Through its network of offices, subsidiaries, and distributors,
Kronos serves customers in more than 60 countries.  Kronos'
newest locations expand the company's presence in China and
India, where it already operates offices in Beijing, Bangalore,
and Delhi.

By increasing its presence in the Asia Pacific region, Kronos
empowers local, as well as multinational organizations, to more
effectively manage their workforce.

"The opening of our offices in Shanghai and Mumbai represents a
significant milestone in Kronos' global expansion strategy,"
continued Adamson.  "With each new geography that we enter, we
are better able to provide our customers with a true worldwide
view of their business, creating an environment that supports
better decision making and enables increased productivity and
profitability."

Headquartered in Chelmsford, Mass., Kronos Inc. --
http://www.kronos.com/-- provides a suite of solutions that
automate employee-centric processes, as well as tools to
optimize the workforce.  It provides workforce management
software, including time and attendance software and talent
management (recruiting) software.  The company offers its
products primarily in the United States, Canada, Mexico, the
United Kingdom, Australia, and New Zealand.

The company posts about US$617 million of revenues for the
twelve months ended March 31, 2007.

As reported in the Troubled Company Reporter-Latin America on
May 18, 2007, Moody's Investors Service assigned Kronos, Inc. a
first time B2 corporate family rating and a stable rating
outlook.  Moody's also assigned a first time Ba3 rating to the
company's:

  -- first lien credit facilities (US$665 million term loan,
     due 2014, and US$60 million revolving credit facility,
     expires 2013); and

  -- a Caa1 rating to its US$390 million second lien term loan,
     due 2015.


EMPRESAS ICA: Inks Joint Venture Deal w/ ICA Unit & Controladora
----------------------------------------------------------------
Empresas ICA S.A.B. de C.V. has signed a joint venture agreement
between an ICA subsidiary and Controladora Garciavelez to
establish CasaFlex.  This new company will use its own
proprietary technology to produce individualized, manufactured
housing based on three-dimensional, multifunctional reinforced
concrete modules that include basic plumbing and wiring
conduits.  The housing modules also allow for immediate future
expansion.  The first production plant will be located in the
industrial park of Atitalaquia, Hidalgo.  The COP300 million
plant will have an initial capacity of 8,000 housing units per
year.  CasaFlex will principally serve developers of entry
level and affordable housing.

Empresas ICA -- http://www.ica.com.mx/-- the largest
engineering, construction, and procurement company in Mexico,
was founded in 1947.  ICA has completed construction and
engineering projects in 21 countries.  ICA's principal business
units include civil construction and industrial construction.

Through its subsidiaries, ICA also develops housing, manages
airports, and operates tunnels, highways, and municipal services
under government concession contracts and/or partial sale of
long-term contract rights.

As reported in the Troubled Company Reporter-Latin America on
Sept. 20, 2007, Standard & Poor's Ratings Services affirmed its
'BB-' long-term corporate credit rating on Empresas ICA S.A.B.
de C.V.  S&P said the outlook is stable.


FLEXTRONICS INT'L: Dr. Willy Shih Joins Board of Directors
----------------------------------------------------------
Flextronics International has announced that Willy Shih, Ph.D.,
Harvard Business School senior lecturer, has been appointed to
the company's Board of Directors effective immediately.

Dr. Shih is currently a senior lecturer for the Harvard Business
School, a role he has held since January 2007.  Dr. Shih's broad
industry career experience includes significant accomplishments
for globally recognized organizations such as Kodak, IBM,
Silicon Graphics and Thomson.  While at Kodak, Dr. Shih led the
organization to leadership market positions in the United States
in consumer digital cameras, photo printing consumables and
online photofinishing services.  He also managed key
intellectual property projects at Thomson and at Kodak. Dr. Shih
holds a Ph.D. in Chemistry from the University of California,
Berkeley and S.B. degrees in Chemistry and Life Sciences from
the Massachusetts Institute of Technology.

"Willy is a strong leader who brings complementary and well-
rounded experience to the Flextronics Board along with a shared,
practical approach to the leadership of complex global
organizations. We feel we have added significant strength to our
organization," said Flextronics chief executive officer, Mike
McNamara. "I would like to welcome Willy as the newest member of
the Flextronics Board."

As previously announced and in connection with the appointment
of the new director, Michael Marks has simultaneously retired as
a director of Flextronics International.  Ray Bingham has
assumed the role of Flextronics' Chairperson of the Board.  Mr.
Bingham has served as a member of Flextronics Board since
October 2005.  He has also served in a number of capacities with
Cadence Design Systems, Inc., a supplier of electronic design
automation software and services.  Mr. Bingham served Cadence as
its Executive Chairperson from May 2004 to July 2005, Director
from November 1997 to April 2004, President and Chief Executive
Officer from April 1999 to May 2004, and Executive Vice
President and Chief Financial Officer from April 1993 to April
1999.

Mr. McNamara continued, "On behalf of the Board, I would like to
thank Michael for his many contributions to Flextronics over the
years.  His guidance and leadership have been significant to our
organization and we wish Michael all the best in his future
endeavors."

                     About Flextronics

Headquartered in Singapore, Flextronics International Ltd.
(NasdaqGS: FLEX) -- http://www.flextronics.com/-- is an
Electronics Manufacturing Services provider focused on
delivering design, engineering and manufacturing services to
automotive, computing, consumer digital, industrial,
infrastructure, medical and mobile OEMs.  Flextronics helps
customers design, build, ship, and service electronics products
through a network of facilities in over 30 countries on four
continents including Brazil, Mexico, Hungary, Sweden, United
Kingdom, among others.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Oct. 4, 2007, Fitch Ratings has completed its review of
Flextronics International Ltd. following the company's
acquisition of Solectron Corp. and resolved Flextronics' Rating
Watch Negative status by affirming these ratings: Issuer Default
Rating at 'BB+'; and Senior unsecured credit facility at 'BB+'.

Fitch also rated Flextronics' new senior unsecured Term B loan
at 'BB+'.  Additionally, Fitch has downgraded the rating on
Flextronics' senior subordinated notes from 'BB' to 'BB-'.
Fitch said the rating outlook is negative.

At the same time, Moody's Investors Service confirmed the
ratings of Flextronics International Ltd. with a negative
outlook and assigned a Ba1 rating to the company's new US$1.75
billion delayed draw unsecured term loan in response to the
closing of the Solectron acquisition.  The initial draw on the
term loan (US$1.1 billion) will finance the cash portion of the
merger consideration.


PIER 1: Reports Positive Comparable Store Sales for December
------------------------------------------------------------
Pier 1 Imports Inc. disclosed that sales for the five-week
period ended Jan. 5, 2008, aggregated US$233.4 million, a
decrease of 3.8% from US$242.5 million for the five-week period
ended Dec. 30, 2006.  Comparable stores sales increased 1.3%.
On a calendar adjusted basis, which more accurately reflects the
health of the company, comparable store sales increased 7.5%
when comparing the five weeks ended Jan. 5, 2008, to the five
weeks ended Jan. 6, 2007.

Alex W. Smith, the company's President and Chief Executive
Officer, said, "We are happy to report positive comparable store
sales for the month of December.  We are equally pleased that
these sales were achieved using considerably less promotional
markdowns than last year.  As a result, our merchandise margins
in December were as planned - slightly lower than last quarter,
significantly better than last year, and in line with our
internal expectations.

"Our clearance event, the Pier 1 Sale, will continue through
January and will allow us to clear old and seasonal merchandise
so that we can enter the new fiscal year with clean, fresh
inventory."

Fourth quarter and fiscal 2008 year-end results for the period
ended March 1, 2008, will be reported on April 10, 2008, and the
company will conduct its fourth quarter conference call on that
date.

                     About Pier 1 Imports

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

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Oct. 31, 2007, Standard & Poor's Ratings Services lowered its
ratings on Pier 1 Imports Inc. to 'CCC+' from 'B-' and removed
them from CreditWatch, where they had been placed with negative
implications on Dec. 19, 2005.  The outlook is negative.

At the same time, Standard & Poor's withdrew all its ratings on
Pier 1 at the company's request.




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


AVNET INC: Signs Definitive Pact Acquiring Azzurri Tech
-------------------------------------------------------
Avnet Inc. has entered into a definitive agreement to acquire
the UK-based distributor Azzurri Technology Ltd.  Azzurri is one
of Europe's leading design distributors of high technology
semiconductors and embedded systems products.  The closing of
the transaction is subject to customary regulatory approval and
other closing conditions. Upon closing, Azzurri will be
integrated into Avnet Electronics Marketing EMEA primarily
within the Avnet Memec specialist division.

Azzurri has been in business for more than ten years and has
operations in the UK, Germany, France and Italy.  Its annual
revenue is approximately US$100 million and it employs about 80
people.  Azzurri has established a first class reputation for
introducing leading technology products into the European
electronics market.  Azzurri is focused on a small number of
franchised suppliers with the prime objective of assisting
customers with the design-in of complex semiconductors and sub-
system level solutions.

Harley Feldberg, president of Avnet Electronics Marketing,
commented, "Adding Azzurri's design and engineering expertise to
our European team will enhance Avnet Memec's position as the
leading pan-European specialist distributor and will benefit
both customers and suppliers alike.  The acquisition will add
new semiconductor suppliers to Avnet Memec's breadth of product
offerings in microprocessors, microcontrollers and analog
components and expands our presence in Europe's largest
markets."

"Design-in distribution with exceptional service to our
customers and suppliers is the foundation of our company," said
Mike Carlucci, Azzurri's president and CEO.  "Avnet Memec has a
similar approach to the marketplace and that is why the
strategic fit is so strong.  Both companies have much to
gain from working together and merging them will bring many
benefits to employees, suppliers and customers," added Mr.
Carlucci.

With the addition of Mr. Azzurri, Avnet Memec will add talented
employees in several important markets and increase its revenue
base over 40%.  The combined organization's strength in
engineering will be complemented by Avnet's world-class supply
chain management and logistics capabilities.  The transaction is
expected to be immediately accretive to earnings, excluding
minimal integration charges, and supports Avnet's long-term
return on capital goals.

The two organizations share the same market approach, have
complementary line cards and put design and engineering
expertise at the core of their value proposition for customers
and suppliers.  Steve Haynes, president of Avnet Memec EMEA
stated, "I am enthusiastic about this acquisition, not just
because it creates an opportunity to broaden our presence within
our customer base, but also because Azzurri is the ideal match
to Avnet Memec."

                      About Avnet Inc.

Headquartered in Phoenix, Arizona, Avnet, Inc. --
http://www.avnet.com/-- distributes electronic components and
computer products, primarily for industrial customers.  It has
operations in the following countries: Australia, Belgium,
China, Germany, Hong Kong, India, Indonesia, Italy, Japan,
Malaysia, New Zealand, Philippines, Singapore, and Sweden,
Brazil, Mexico and Puerto Rico.

                        *     *     *

Moody's Investors Service affirmed Avnet's Ba1 corporate family
long-term debt ratings in March 2007.  Moody's said the outlook
is positive.


CENTENNIAL COMM: Bear Stearns Puts Outperform Rating on Shares
--------------------------------------------------------------
Bear Stearns analyst Philip Cusick has put an "outperform"
rating on Centennial Communications Corporation's shares,
Newratings.com reports.

Newratings.com relates that the target price for Centennial
Communications' shares was set at US$10.

Mr. Cusick said in a research note that Centennial
Communications' share price depreciated since the second quarter
of fiscal year 2008 earnings results.  Centennial
Communications' business segments seem to be performing well,
according to the research note.

Mr. Cusick told Newratings.com that there is "substantial
upside" to Centennial Communications' share price over the
coming 12 months.

"USF and roaming revenues" are still under pressure.  However,
Centennial Communications would report revenue growth of 9% this
year due to client and data average revenue per unit growth,
Newratings.com states, citing Bear Stearns.

Headquartered in Wall, New Jersey, Centennial Communications
Corp. (NASDAQ: CYCL) -- http://www.centennialwireless.com/--
provides regional wireless and integrated communications
services in the United States and the Puerto Rico with
approximately 1.1 million wireless subscribers and 387,500
access lines and equivalents.  The US business owns and operates
wireless networks in the Midwest and Southeast covering parts of
six states.  Centennial's Puerto Rico business owns and operates
wireless networks in Puerto Rico and the U.S. Virgin Islands and
provides facilities-based integrated voice, data and Internet
solutions.  Welsh, Carson, Anderson & Stowe and an affiliate of
the Blackstone Group are controlling shareholders of Centennial.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
July 13, 2007, Standard & Poor's Ratings Services raised its
ratings on Wall, New Jersey-based Centennial Communications
Corp., including the corporate credit rating, which was raised
to 'B' from 'B-'.

At Feb. 28, 2007, the company's balance sheet showed
USUSUS$1,393 million in total assets, USUSUS$2,482.8 million in
total liabilities, and USUSUS$3.9 million in minority interest
in subsidiaries, resulting in a USUSUS$1,093.7 million total
stockholders' deficit.


DENNY'S CORP: Reports 4th Qtr. & Full-Year 2007 Same-Store Sales
----------------------------------------------------------------
Denny's Corporation reported same-store sales for its company-
owned and franchised restaurants during the quarter and year
ended Dec. 26, 2007, compared with the related periods in fiscal
year 2006.
                 4th Quarter         Full Year
   Sales:                  2007     2006       2007    2006

   Company Restaurants

      Same-Store Sales     (1.2%)   1.6%       0.3%    2.5%

      Guest Check Average   6.3%    1.9%       4.6%    4.4%
      Guest Counts         (7.1%)  (0.3%)     (4.1%)  (1.8%)

   Franchised Restaurants

      Same-Store Sales      0.3%    2.3%       1.7%    3.6%

During the fourth quarter, Denny's opened two new company
restaurants, closed two and sold 74 company restaurants to
franchisee operators.  Also during the fourth quarter,
franchisees opened eleven new restaurants, closed four and
purchased 74 company restaurants.  The Denny's system began 2007
with 34% company restaurants (521) and 66% franchised and
licensed restaurants (1,024).  Denny's ended the year with 25%
company restaurants (394) and 75% franchised and licensed
restaurants (1,152).

Nelson Marchioli, President and Chief Executive Officer, stated,
"We are pleased to report that despite a difficult sales
environment we expect to meet our full-year earnings guidance.
Excluding the impact of severe winter weather in December, our
same-store sales results for the fourth quarter were in line
with our expectations.  We continue to manage our business to
produce the most profitable result given the current pressures
on consumer spending.

"While the operating environment has remained challenging, we
are pleased to report considerable progress on several of our
strategic initiatives.  During the fourth quarter, we completed
the sale of 74 company restaurants to franchisee operators
bringing the year-to-date total to 130 restaurants sold under
our Franchise Growth Initiative. With these asset sale proceeds
and our operating cash flow we were able to reduce our
outstanding debt by approximately $55 million during the fourth
quarter, yielding a full-year debt reduction of more than $100
million for the second consecutive year.  In addition, we
reached an important goal of net positive unit growth in 2007
and look forward to building on that achievement in 2008. We are
confident in our strategic direction and will continue to
execute upon it in order to grow our brand and optimize our
business model," Mr. Marchioli concluded.

                   Additional Information

Denny's expects to release final results for its fourth quarter
and year ended Dec. 26, 2007, after the markets close on
Feb. 13, 2008.

                 About Denny's Corporation

Headquartered in Spartanburg, South Carolina, Denny's
Corporation (Nasdaq: DENN) -- http://www.dennys.com/-- is a
full-service family restaurant chain in the U.S., with 521
company-owned units and 1,024 franchised and licensed units,
with operations in the United States, Canada, Costa Rica, Guam,
Mexico, New Zealand and Puerto Rico.

                        *     *     *

Denny's Corp. carries Standard & Poor's 'B+' Long Term Foreign
Issuer and 'B+' Long Term Local Issuer ratings.


MAAX HOLDINGS: Inks Forbearance Contract with Secured Lenders
-------------------------------------------------------------
MAAX Holdings Inc. and certain of its subsidiaries amended the
Credit and Guaranty Agreement, dated as of Jan. 9, 2007, with
its senior secured lenders by entering into a Forbearance
Agreement, dated Jan. 7, 2008, among the Lenders, the company
and certain of the company's subsidiaries.

Brookfield Bridge Lending Fund Inc., its collateral agent,
administrative agent and lender, and its swingline lender, HSBC
Bank Canada are the company's senior secured lenders.

Under the Forbearance Agreement, the Lenders agreed to not
pursue the potential event of default until at least
Feb. 1, 2008, with a company option to extend to March 19, 2008.

Under the Forbearance Agreement, the company will have full
access to its existing revolving credit facility.  The
Forbearance Agreement allows the company to explore and pursue
all alternatives and solutions relating to the restructuring of
its existing debt obligations.

"This agreement protects all stakeholders and allows us to
continue with 'business as usual' for our customers, suppliers
and employees," Paul Golden, MAAX president and CEO.  "This puts
MAAX on stronger financial footing as we continue to discuss
full capital restructuring solutions with our bondholders."

Highlights of the Forbearance Agreement are:

   -- during the period that the Forbearance Agreement is in
      effect, the company will have full access to its Credit
      Facility, provided that there has not occurred any of the
      specific events of default, as set forth in the
      Forbearance Agreement;

   -- the company agreed to pay the Lenders a forbearance fee
      of 1.25% on the revised commitment amount under the
      Existing Credit Facility of US$225M, which was payable
      upon the execution of the Forbearance Agreement;

   -- at any time prior to Jan. 24, 2008, the company can
      elect, at its sole discretion, provided that there has
      not occurred any of the specific event of defaults set
      forth in the Forbearance Agreement, to extend the term of
      the Forbearance Agreement to March 19, 2008.  Should it
      elect to do so, the company will be obliged to pay an
      additional forbearance fee of 1% of the commitment amount
      under the Existing Credit Facility;

   -- the Lenders increased the limit under the Existing Credit
      Facility's revolving line of credit by CDN$10M, for an
      overall amount of approximately US$50M, until
      Feb. 1, 2008.  If the term of the Forbearance Agreement is
      extended, the limit under the revolving line of credit
      will increase by an additional of CDN$5 million, for an
      overall amount of approximately US$55 million, until
      March 19, 2008.

The company took these actions in partial satisfaction of
certain of its obligations under the Forbearance Agreement:

   -- the company will cause its subsidiary MAAX Corporation,
      prior to the end of the thirty day grace period
      stipulated in its 9.75% Senior Subordinated Notes ending
      on Jan. 17, 2008, to make the Dec. 17, 2007 interest
      payment of US$7.3M, due under the Notes.  By doing so,
      MAAX Corporation will be back in full compliance with the
      Notes;

   -- in regard to its factoring agreement with Maple Trade
      Finance, the company delivered a notice to Maple Trade,
      indicating its intention to not renew the factoring
      agreement, set to expire on Jan. 17, 2008.  The new
      credit arrangement with the Lenders will serve as a
      replacement of the factoring agreement.

By signing the Forbearance Agreement, the company will be
operating in the normal course of business and will gain
additional time and flexibility to finalize its restructuring
plan, for the benefit of all its stakeholders.

The company continues to have positive discussions with its
stakeholders, and continues to explore various strategic
alternatives, in order to increase its liquidity for general
corporate purposes and to significantly improve its capital
structure.

In addition, the execution of the Forbearance Agreement allows
the company to send a clear message to its employees, trade
creditors and customers that the company is operating under a
"business as usual" scenario, and that the company's underlying
economic fundamentals are sound.

                    About MAAX Holdings

Headquartered in Brooklyn Park, Minnesota, MAAX Holdings Inc.
-- http://www.maax.com/-- is a North American manufacturer of
bathroom products, and spas for the residential housing market.
MAAX offerings are available through plumbing wholesalers, bath,
and spa specialty boutiques and home improvement centers.  The
company currently operates 18 manufacturing facilities and
independent distribution centers throughout North America and
Europe.  MAAX Corporation is a subsidiary of Beauceland
Corporation, itself a wholly owned subsidiary of the company.

The company's consolidated balance sheet at Aug. 31, 2007,
showed US$507.5 million in total assets, US$604.5 million in
total liabilities, and US$7 million in redeemable preferred
stock, resulting in a US$104 million total shareholders'
deficit.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Dec. 27, 2007, Moody's Investors Service downgraded MAAX
Holdings Inc.'s corporate family rating to Ca from Caa2, and its
senior unsecured discount notes to C from Caa3, and also
downgraded MAAX Corporation's senior subordinated notes to Ca
from Caa3.   The downgrades were prompted by MAAX Corporation's
failure to make the Dec. 15, 2007 interest payment on its 9.75%
senior subordinated notes due 2012.  MAAX Holdings has an SGL-4
speculative grade liquidity rating.  Moody's said the rating
outlook is stable.


MOTHERS WORK: December 2007 Net Sales Drops 9.6% to US$50.3 Mil.
----------------------------------------------------------------
Mothers Work, Inc. has announced that net sales for the month of
December 2007 decreased 9.6% to US$50.3 million from US$55.6
million reported for the month of December 2006.  The decrease
in sales versus last year resulted primarily from a decrease in
comparable store sales as well as, to a much lesser extent, a
decrease in sales from the company's licensed arrangement due to
a shift in timing compared to last year.  Comparable store sales
for December 2007 decreased 7.6% (based on 1,417 locations)
versus a comparable store sales decrease of 0.3% (based on 1,468
locations) for December 2006.  The comparable store sales
decrease of 7.6% for December 2007 was unfavorably impacted by
approximately 1 percentage point due to having four Fridays in
December 2007 compared to five Fridays in December 2006.  During
December 2007, the company opened one store and closed five
stores, including two store closings related to multi-brand
store openings. During December 2007, the company also closed 21
leased department locations within Sears stores, pursuant to
mutual agreement with Sears.  As of Dec. 31, 2007, the company
operates 478 leased departments within Sears stores and, as
Mothers Work disclosed in September 2007, its relationship with
Sears will end on June 20, 2008, resulting in the closure of its
leased departments within Sears stores. As of the end of
December 2007, the company operates 772 stores, 772 leased
department locations and 1,544 total retail locations, compared
to 807 stores, 787 leased department locations and 1,594 total
retail locations operated at the end of December 2006.

Net sales decreased 3.8% to US$142.9 million for the first
quarter of fiscal 2008 ended Dec. 31, 2007, from US$148.5
million for the same period of the preceding year.  The decrease
in sales versus last year resulted primarily from a decrease in
comparable store sales.  Comparable store sales decreased 4.1%
during the first quarter of fiscal 2008 (based on 1,352
locations) versus a comparable store sales decrease of 2.1%
during the first quarter of fiscal 2007 (based on 1,454
locations).  For the quarter ended Dec. 31, 2007, the company
opened seven stores, including two new multi-brand stores, which
included the company's 15th Destination Maternity(R) superstore,
and closed 16 stores, including eight store closings related to
multi-brand store openings.

Mothers Work President, Chief Creative Officer and Acting Chief
Merchandising Officer, Rebecca Matthias noted, "Our sales for
the month of December were significantly weaker than planned,
although we did see a significant improvement in our sales trend
late in the month and continuing into January 2008.  Our sales
for the month of December continued to reflect a difficult
overall economic and retail environment, as well as some
negative impact from the popularity of certain styles in the
non-maternity women's apparel market which can more readily fit
a pregnant woman early in her pregnancy than typical non-
maternity fashions.  As a result of our weaker than expected
sales trend, our sales for the first quarter of US$142.9 million
were lower than our guidance range of US$144 million to US$147
million provided in our Nov. 20, 2007 press release, with our
comparable store sales decrease of 4.1% for the quarter falling
short of our guidance range for comparable store sales of
between down 2.0% and flat for the first quarter.  The weak
sales trend we have seen in recent months has also resulted in
us taking some increased markdowns to help manage our inventory
level, which has resulted in somewhat lower than planned gross
margins.  Our gross margins were also hurt due to spreading
fixed product overhead costs over a smaller than planned sales
volume.  With our lower than planned sales and gross margins for
the quarter, we project that our first quarter diluted earnings
per share, will be a loss of between US$(0.04) and US$(0.08) per
share, below our guidance for diluted earnings per common share
of between US$0.11 per share and US$0.25 per share."

Ms. Matthias continues, "Looking forward, we continue to feel
very good about our product lines, our inventory position and
our overall business; however, we recognize that we continue to
be faced with a weak overall economic and retail environment and
are still seeing some negative impact from the more pregnancy-
friendly fit of certain non-maternity fashion trends.  We
continue to focus on developing great maternity product under
each of our brands and we continue to focus on improving our
sales and profitability performance, including continuing to
roll out our multi-brand stores."

"We will report results for our first quarter and hold an
investor conference call on Jan. 24, 2008, at which time we will
provide additional information related to our results for the
first quarter and our future financial guidance." concluded Ms.
Matthias.

                     About Mothers Work

Based in Philadelphia and founded in 1982, Mothers Work Inc.
(Nasdaq: MWRK) -- http://www.motherswork.com/ -- designs and
retails maternity apparel.  The company operates 1,582 maternity
locations, including 798 stores in 50 states, Puerto Rico and
Canada predominantly under the tradenames Motherhood
Maternity(R), A Pea in the Pod(R), Mimi Maternity(R), and
Destination Maternity(TM), and sells on the web through its
DestinationMaternity.com and brand-specific Web sites.  In
addition, Mothers Work distributes its Oh Baby! by
Motherhood(TM) collection through a licensed arrangement at
Kohl's(R) stores throughout the United States and on Kohls.com.

                        *      *      *

As reported in the Troubled Company Reporter-Latin America on
Nov. 29, 2007, Standard & Poor's Ratings Services has changed
its outlook on Mothers Work Inc. to negative from stable.  At
the same time, S&P affirmed the 'B' corporate credit rating on
the company.




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


ARVINMERITOR INC: Fitch Downgrades Issuer Default Rating to B+
--------------------------------------------------------------
Fitch Ratings has taken these rating actions on ArvinMeritor
Inc.:

   -- Issuer Default Rating downgraded to 'B+' from 'BB-';

   -- Senior secured revolver affirmed at 'BB' and assigned
      'RR1';

   -- Senior unsecured notes affirmed at 'B+' and assigned
      'RR4'.

The Rating Outlook is Negative.  The ratings affect
approximately US$1.1 billion of outstanding debt.

The downgrade of the IDR reflects Fitch's expectation for
negative free cash flow in fiscal 2008 and deterioration in
Arvinmeritor's key credit metrics.  Rating concerns include low
margins in the company's light vehicle operations (Light Vehicle
Systems group, 'LVS'), the effects of increased cyclicality in
light vehicle volume, and expectations of a muted rebound in the
company's heavy vehicle operations (Commercial Vehicle Systems
group, 'CVS').  Partially offsetting Fitch's concerns,
ArvinMeritor has a diversified customer base, limited exposure
to the Detroit Three (revenue from domestic light vehicle
customers represents 9% of total revenue), a global
manufacturing footprint, and strong market positions in key
products.  The company has also made progress in its
restructuring program.

The Recovery Ratings and the notching in the debt structure
reflect Fitch's recovery expectations in a scenario in which
distressed enterprise value is allocated to the various debt
classes, and the RR are explicitly assigned when IDRs are 'B+'
or lower.  The assignment of the 'RR1' recovery rating to the
senior secured revolving credit facility incorporates a US$200
million reduction in the revolver and an expectation of full
recovery.  The secured facility benefits from first lien status
on certain United States assets and a 15% carve-out of
consolidated net tangible assets.  The affirmation of the senior
unsecured 'B+' rating and the assignment of the 'RR4' recovery
rating reflect Fitch's view that unsecured debtholders would
receive, after administrative, priority, trade creditor and
secured claims, 31% to 50% of their investment, which is about
average recovery in a distressed scenario.

The Negative Rating Outlook takes into consideration the
uncertain macro-economic environment, which increases the
potential for lower than anticipated light and heavy vehicle
production volumes, higher than expected capital expenditures
and greater restructuring cash requirements.

Fitch believes a return to positive free cash flow in fiscal
2008 is unlikely for Arvinmeritor due to low margin light
vehicle operations, the cash needed for capital investment to
improve CVS Europe's efficiency and potential customer volume
declines due to a weakened economy.  Also, Fitch believes LVS'
capital expenditures may need to increase as the company's
annual spending level as a percent of revenue lags its peers, as
LVS moves operations into low cost countries as well as growth
regions where its customers have migrated and due to shortening
light vehicle makers' product cycles.  While Fitch believes the
company will continue to experience negative free cash flow in
fiscal 2008, free cash flow is unlikely to deteriorate from 2007
levels, and could be higher than 2007 levels, for several
reasons.  Going forward, Fitch expects Arvinmeritor to benefit
from already completed LVS restructuring activity including the
divestiture of the emissions business late in fiscal 2007,
investment in Europe CVS to improve those operations' efficiency
beginning in the second calendar quarter (fiscal third quarter)
and an increase in second half North American heavy truck
production after a substantial decline in demand in 2007.

The cyclical heavy truck industry continues to affect
Arvinmeritor's financial performance.  After the divestiture of
LVS discontinued operations, the company's revenue is roughly
65% generated from CVS.  The heavy truck industry is coming out
of a legislation-induced cycle-trough year due to emissions
regulations implemented in 2007.  U.S. Class 8 unit sales for
calendar 2007 are likely to be in the 148,000 range, dropping
precipitously by 47% from 284,008 units in calendar 2006,
slightly more than Fitch's original expectations of a 35% to 45%
decline.

For 2008, Fitch had been expecting healthy heavy truck demand on
the assumption that sales volume would be more normalized after
the 2006 pull-ahead of 2007 demand.  However, the potential for
an economic slow down in 2008 will likely cause tractor sales
volumes to increase only modestly from 2007 levels as fleet
operators take a cautious wait-and-see approach to investing in
new capacity to better gauge freight demand.  Mitigating the
potential economic impact to Class 8 volume, aging tractors may
become an issue for fleet operators and will eventually need to
be replaced.  As a result, Fitch believes that calendar 2008
U.S. Class 8 unit sales will probably be in the 160,000 to
170,000 unit range, with demand being more heavily weighted
towards the second half of the year.  Since ArvinMeritor's
fiscal year ends Sept. 30, the company should experience a
modest volume benefit in the fourth quarter of fiscal 2008.

Arvinmeritor's fiscal 2009 free cash flow should benefit from
increased U.S. Class 8 sales volumes due to the implementation
of stricter diesel emissions standards beginning in 2010.
However, a legislation-induced demand pull-ahead may be muted
due to the early introduction of 2010 compliant engine
technology and that the new engines and exhaust treatments are
not expected to be as costly as the 2007 technology.  LVS
revenue generation and cost reduction efforts should enable even
more improvement in margins for fiscal 2009, supporting the
potential for positive free cash flow.

CVS Europe operations have experienced higher than expected
demand but due to a lack of investment in more flexible
operations, Arvinmeritor did not capitalize on the higher
volume.  The inefficient European operations contributed to the
decline in consolidated EBITDA for fiscal 2007.  Fitch expects
inefficiencies to continue into at least the first half of
fiscal 2008.  The company will also increase capital investment
in CVS Europe in the first half of fiscal 2008 to increase
operational flexibility.

Arvinmeritor's LVS operations may be impacted by domestic volume
declines, although Detroit Three light vehicle sales only
account for 9% of total consolidated revenue.  Through the past
two cycle troughs, domestic manufacturers have reduced
inventories by spurring demand with heavy incentives.  Unlike
the past two cycle downturns, Fitch expects the domestics to be
much more aggressive in cutting production in order to better
manage inventory levels, in part due to greater flexibility
gained in the recent UAW contract

Despite operational difficulties and due in large part to
proceeds from the sale of discontinued operations, ArvinMeritor
maintains good liquidity, including US$409 million in cash and
cash equivalents as of Sept. 30, 2007.  With the exception of
the undrawn US$700 million revolver, which expires in 2011, the
company has no substantial maturities in the next 5 years.
Total debt, including outstanding securitizations and factoring
but excluding operating leases, declined slightly in fiscal 2007
to US$1,463 million from US$1,500 million despite negative free
cash flow during the year of US$252 million (negative US$108
million excluding discontinued operations).  Arvinmeritor was
able offset negative free cash flow with US$310 million in gross
proceeds from the sale of discontinued operations.  The company
substantially increased its utilization of European
securitizations and factoring during fiscal 2007, after paying
off a US$170 million secured term loan and a US$40 million
balance under its U.S. securitization program.

Headquartered in Troy, Michigan, ArvinMeritor, Inc. (NYSE: ARM)
-- http://www.arvinmeritor.com/-- supplies integrated systems,
modules and components to the motor vehicle industry.  The
company serves light vehicle, commercial truck, trailer and
specialty original equipment manufacturers and certain
aftermarkets.  ArvinMeritor employs about 29,000 people at more
than 120 manufacturing facilities in 25 countries.  These
countries are: China, India, Japan, Singapore, Thailand,
Australia, Venezuela, Brazil, Argentina, Belgium, Czech
Republic, France, Germany, Hungary, Italy, Netherlands, Spain,
Sweden, Switzerland, United Kingdom, among others.


* VENEZUELA: Hugo Chavez Names Rodolfo Sanz as Mining Minister
--------------------------------------------------------------
The Venezuelan information service Radio Nacional de Venezuela
reports that President Hugo Chavez has appointed Rodolfo Sanz as
the new mining minister, replacing Jose Khan.

According to Business News Americas, the appointment of Mr. Sanz
is part of a broader reshuffle of the Venezuela cabinet
involving the 13 ministers.

The cabinet changes are due to the government's aim to reform
certain areas like security and better control inflation this
year, Radio Nacional relates.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
May 14, 2007, Fitch Ratings 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'.  Fitch
said the rating outlook is stable.


* BOND PRICING: For the Week January 7 to January 11
----------------------------------------------------

Issuer                 Coupon   Maturity   Currency   Price
------                 ------   --------   --------   -----

ARGENTINA
---------
Argnt-Bocon PR11        2.000    12/3/10     ARS      62.56
Argnt-Bocon PR13        2.000    3/15/24     ARS      63.58
Arg Boden               2.000    9/30/08     ARS      29.29
Argent-Par              0.630   12/31/38     ARS      40.05

BRAZIL
------
CESP                    9.750    1/15/15     BRL      61.54

CAYMAN ISLANDS
--------------
Vontobel Cayman         7.250    3/29/49     USD      60.00
Vontobel Cayman         7.350    1/25/08     CHF      66.40
Vontobel Cayman         7.450    2/22/08     CHF      57.55
Vontobel Cayman         7.500    1/25/08     CHF      66.60
Vontobel Cayman         7.900    2/22/08     CHF      65.55
Vontobel Cayman         8.250    1/25/08     CHF      74.70
Vontobel Cayman         8.250    4/25/08     CHF      68.80
Vontobel Cayman         8.250    7/28/08     CHF      68.60
Vontobel Cayman         8.300    3/20/08     CHF      74.30
Vontobel Cayman         8.400    1/25/08     CHF      73.30
Vontobel Cayman         8.500    3/27/08     CHF      69.30
Vontobel Cayman         8.700    3/27/08     CHF      67.95
Vontobel Cayman         8.750    3/27/08     CHF      65.15
Vontobel Cayman         9.050     7/1/08     CHF      73.60
Vontobel Cayman         9.250    2/22/08     CHF      74.10
Vontobel Cayman         9.350    1/25/08     CHF      68.35
Vontobel Cayman         9.600    2/22/08     CHF      48.60
Vontobel Cayman        10.050    1/25/08     CHF      43.60
Vontobel Cayman        10.050    1/25/08     CHF      72.50
Vontobel Cayman        10.100    1/25/08     CHF      63.80
Vontobel Cayman        10.200    2/04/08     CHF      72.40
Vontobel Cayman        10.200    2/04/08     CHF      74.40
Vontobel Cayman        10.500    1/25/08     CHF      66.40
Vontobel Cayman        11.000    6/20/08     CHF      65.20
Vontobel Cayman        11.400    2/15/08     CHF      69.80
Vontobel Cayman        11.500    6/27/08     EUR      74.30
Vontobel Cayman        11.500    7/22/08     CHF      73.60
Vontobel Cayman        13.450    1/25/08     CHF      66.60
Vontobel Cayman        13.500    2/22/08     CHF      44.40
Vontobel Cayman        16.000     2/4/08     USD      47.50

PUERTO RICO
-----------
Puerto Rico Cons.       5.900    4/15/34     USD      71.75
Puerto Rico Cons.       6.000   12/15/34     USD      67.00

VENEZUELA
---------
Petroleos de Ven        5.250    4/12/17     USD      73.75
Petroleos de Ven        5.375    4/12/27     USD      62.87
Petroleos de Ven        5.500    4/12/37     USD      60.75


                         ***********


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
de los Santos, and Pamella Rita K. Jala, Editors.

Copyright 2008.  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
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              * * * End of Transmission * * *