TCRLA_Public/080226.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

            Tuesday, February 26, 2008, Vol. 9, No. 40

                            Headlines


A R G E N T I N A

ALITALIA SPA: AirOne SpA Appeals Lazio Court Ruling
ARVINMERITOR: DBRS Confirms 'BB(low)' Ratings on Unsec. Notes
DALBER SA: Proofs of Claim Verification is Until April 10
DANA CORPORATION: Inks US$2,080,000,000 Exit Facility Agreements
FIAT SPA: Expects to Sell 8,000 High Performance Cars Annually

FRYDMAN JUAN: Proofs of Claim Verification Ends on April 15
PETERSEN ENERGIA: Moody's Rates US$1.026-Billion Term Loan at B1
TERRAMED SRL: Trustee Verifies Proofs of Claim Until April 30
TOLENTINO SRL: Court Appoints Alicia Beatriz Morillo as Trustee
UPES SA: Proofs of Claim Verification Deadline is March 12


B A R B A D O S

CHC HELICOPTER: Inks CN$3.7-Bil. Merger Deal With First Reserve
CHC HELICOPTER: Moody's Reviews Ba3 Rating For Likely Downgrade
CHC HELICOPTER: S&P Puts 'BB-' Rating on Developing CreditWatch
HILTON HOTELS: Inks Franchise Pact to Launch Unit in Italy


B E R M U D A

SCOTTISH RE: New Strategic Focus Didn't Affect Ratings, S&P Says
SCOTTISH RE: Subprime Losses Cue Fitch's Rating Cut & WatchNeg


B O L I V I A

BANCO MERCANTIL: To Offer Health & Life Microinsurance in 2Q


B R A Z I L

AMERICAN AXLE: To Pay US$0.15 Per Share Dividend on March 28
BANCO DO BRASIL: Brasilprev Eyes Growth in New Contributions
COMPANHIA DE SANEAMENTO: Board Okays Dividend Payment Proposal
EMPRESA ENERGETICA: Moody's Rates US$250-Mln Joint Notes at Ba3
ENERGISA SA: Moody's Affirms Corporate Family Rating at Ba3

SOCIEDADE ANONIMA: Moody's Rates US$250-Mln Joint Notes at Ba3
TRW AUTOMOTIVE: Earns US$56MM for 2007 Fourth Qtr. Ended Dec. 31


C A Y M A N  I S L A N D S

BASSO PRIVATE: To Hold Final Shareholders Meeting on March 6
BROADWAY FINANCE: Sets Final Shareholders Meeting on March 6
BROWARD FINANCE: To Hold Final Shareholders Meeting on March 6
CATHEDRAL LIMITED: Final Shareholders Meeting Set on March 6
CHAMBERS STREET: To Hold Final Shareholders Meeting on March 6

FS CLO: Sets Final Shareholders Meeting on March 6
GLASGOW MACKINTOSH: Sets Final Shareholders Meeting on March 6
MANE (CAYMAN): Proofs of Claim Filing Deadline is March 6
MANE (CAYMAN): Sets Final Shareholders Meeting for March 6
NEWTON RE: AM Best Puts BB Rating on US$150-Mln Class A Notes

NEWTON RE: S&P Rates US$150MM Class A Notes Due Jan. 2011 at BB
PARMALAT SPA: Banca Monte dei Paschi Settles for EUR79.5 Million
SCOTTISH RE: Market Conditions Cues Board to Change Strategy
SFCPX FUNDING: Proofs of Claim Filing is Until March 6
TTB FINANCE: Sets Final Shareholders Meeting on March 6


C H I L E

EASTMAN KODAK: Dennis Strigl Elected on Board of Directors
GMAC LLC: Weak Operating Environment Cues S&P's Rtng. Downgrades
NOVA CHEMICALS: Fitch Affirms 'BB-' Issuer Default Rating


C O L O M B I A

GERDAU SA: Inks Purchase Accord for Cleary Holdings


C O S T A  R I C A

SIRVA INC: Asks Court to Extend Schedules Filing Deadline


D O M I N I C A N   R E P U B L I C

CERVECERIA NACIONAL: Offering DOP4.55 Bln. in Four-Year Bonds
PRC LLC: Files Chapter 11 Plan of Reorganization
PRC LLC: Wants Court to Fix May 1 as General Claims Bar Date
PRC LLC: Wants to File Disclosure Statement by March 13


G U A T E M A L A

BRITISH AIRWAYS: Enters Conciliation Process Over Strike Action
HUNTSMAN CORP: Incurs US$172.1-Million Net Loss in 2007


G U Y A N A

DELTA AIR: Awards Workers with US$158,000,000 for Profit-Sharing
DELTA AIR: Earns US$1,600,000 in Full-Year Ended December 31
DELTA AIR: FMR LLC and Lord Abbett Declare Stake Ownership
DELTA AIR: To Launch Guyana-US One-Way Flights


J A M A I C A

AIR JAMAICA: Gives Partial Payment of Workers' Deductions


M E X I C O

BALLY TOTAL: Latham & Watkins Withdraws as Bankruptcy Counsel
BLUE WATER: Creditors Panel Wants to Hire Schafer as Counsel
BLUE WATER: Gets Court Permission to Use Cash Collateral
BLUE WATER: Wants Deadline to File Schedules Moved to March 28
CKE RESTAURANTS: Moody's Keeps All Ratings; Assigns Neg Outlook

EPICOR SOFTWARE: Moody's Withdraws All Ratings
GLOBAL POWER: Moody's Assigns Low-B Ratings, Stable Outlook
GRUMA SAB: Moody's Withdraws Ba1 Corporate Family Rating
MCDERMOTT INT'L: Unit to Deliver Scrubbers to Maryland Plants
ODYSSEY RE: Earns US$587.2 Million in Fiscal Year Ended Dec. 31

ODYSSEY RE: To Pay US$0.0625 Per Share Dividend on March 28
TIMKEN CO: Adds Steel Products; Completes Boring Acquisition
VALASSIS COMMS: Reports US$20.6 Mil. Earnings in Fourth Quarter


P E R U

QUEBECOR: Ernst & Young Submits Updates on CCAA Proceedings
QUEBECOR WORLD: Loses US$210-Mln Rogers Deal to Transcontinental
QUEBECOR WORLD: Suppliers Balk at Reclamation Procedures


P U E R T O  R I C O

FIRST BANCORP: May Acquire R&G Financial, Says Sterne Agee
MACY'S INC: Declares 13 Cents Per Share Quarterly Dividend
R&G FINANCIAL: Potential Takeover Target, Says Sterne Agee
SEARS HOLDINGS: Ex-Dell Head and CEO Joins Board of Directors


V E N E Z U E L A

CITGO PETROLEUM: Earns US$1.1 Billion in First Half of 2007
CITGO PETROLEUM: Four Workers Hurt by Hot Oil from Crude Unit
CITGO PETROLEUM: Faces Lawsuit From Road Ranger
PETROLEOS DE VENEZUELA: Eyes Settlement With ConocoPhillips
PETROLEOS DE VENEZUELA: Asset Freeze to be Extended

PETROLEOS DE VENEZUELA: Reaches Settlement With Total & Statoil


X X X X X X

* Large Companies with Insolvent Balance Sheet


                         - - - - -


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

ALITALIA SPA: AirOne SpA Appeals Lazio Court Ruling
---------------------------------------------------
AirOne S.p.A. has appealed the Feb. 20, 2008 ruling of the
Italian Regional Administration Court of Lazio that rejected its
petition to declare null and void Italy's Ministry of Economy
and Finance's decision to commence exclusive talks to sell the
government's 49.9% stake to Air France-KLM SA, Guy Dinmore
writes for the Financial Times.

According to FT, the Lazio court is also expected to reject
AirOne's petition to oblige Alitalia S.p.A. to restart
negotiation with each other.

As reported in the TCR-Europe on Jan. 17, 2008, Alitalia and
Italy have commenced exclusive sale talks with Air France-KLM.
The carriers have until mid-March to reach an agreement, which
would be approved by the government.  Air France said it will
seek approval from the new Italian government chosen following
the April 13-14, 2008 snap elections, for any agreement to
acquire Italy's stake in Alitalia.

Air France Managing Director Pierre Henri Gourgeon said that the
exclusive talks may go beyond the April elections due to various
procedural steps, Radiocor relates.

AirOne said it would present a binding offer once it wins its
appeal, adding that its offer would be financially backed by
Intesa Sanpaolo S.p.A., Goldman Sachs Group Inc., Morgan Stanley
and Nomura Holdings Plc.

TPG Inc. and Pirelli & S.p.A. chairman Marco Tronchetti Provera
may join AirOne in its Alitalia bid.  Reuters said MyChef may
also participate in the offer.  AirOne chairman Carlo Toto is
inviting businessmen from the Lombardy region to join the
airline's bid.

                          About Alitalia

Headquartered in Rome, Italy, Alitalia S.p.A. --
http://www.alitalia.it/-- provides air travel services for
passengers and air transport of cargo on national, international
and inter-continental routes.  The Italian government owns 49.9%
of Alitalia.  The company has operations in Argentina.

Despite a EUR1.4 billion state-backed restructuring in 1997,
Alitalia posted net losses of EUR256 million and EUR907 million
in 2000 and 2001 respectively.  Alitalia posted EUR93 million in
net profits in 2002 after a EUR1.4 billion capital injection.
The carrier booked annual net losses of EUR520 million in 2003,
EUR813 million in 2004, EUR168 million in 2005, and
EUR625.6 million in 2006.

Italian Transport Minister Alessandro Bianchi has warned that
Alitalia may file for bankruptcy if the current attempt to sell
the government's 49.9% stake fails.


ARVINMERITOR: DBRS Confirms 'BB(low)' Ratings on Unsec. Notes
-------------------------------------------------------------
DBRS confirmed the ratings for the Senior Unsecured Notes and
Convertible Senior Unsecured Notes of ArvinMeritor Inc.  The
trends have been changed from Stable to Negative, reflecting
ARM's recent losses and extensive working capital usage, with
limited prospects for debt reduction in the near term given
adverse industry conditions and the Company's ongoing expansion
and restructuring activities.  However, ARM's earnings should
improve over the medium term in line with an expected spike in
Class 8 truck demand in 2009 in North America, with the Company
also slated to reap eventual rewards from its restructuring
efforts.

In 2007, ARM completed the divestitures of its light vehicle
aftermarket and emissions technology businesses, with proceeds
being applied toward debt reduction and pension contributions.  
While the divestitures effectively remove two lower-margin
businesses and have resulted in a reduction in debt levels, in
DBRS's opinion this is partly offset by ARM's increased exposure
to the highly volatile commercial vehicle industry, with the
commercial vehicle systems segment now accounting for
approximately two-thirds of total revenues.

Accordingly, F2007 earnings deteriorated significantly year-
over-year given the sharp drop (30%) in Class 8 truck production
following extensive pre-buying activity in 2006 in advance of
new emissions regulations.  This has been compounded by economic
concerns in the United States that have considerably delayed the
rebound in demand/production, with this trend expected to
continue well into 2008.  While ARM's light vehicle systems
segment  generated modestly higher earnings in F2007, margins
will remain pressured in F2008 given ongoing pricing cutbacks
demanded by OEMs, combined with more aggressive production
declines of the Detroit 3 given their increased flexibility in
this regard as a result of their revised agreements with the
United Auto Workers.

In response to the challenging environment, ARM has persisted
with restructuring activities and launched Performance Plus in
2007, which aims to improve the Company's global footprint and
cost competitiveness through various measures including the
elimination of up to 2,800 positions in North America and
Europe.  ARM is also expanding its presence in low-cost
countries and seeking to benefit from growth prospects in Asia
as it presently has numerous investments underway in China and
India with the goal of achieving US$1.6 billion in regional
sales by F2012, (almost triple the level of F2007 regional
sales).

Additionally, the Company recently improved its liquidity
through the December 2007 renegotiation of its senior secured
revolving credit facility.  The availability of the former
facility was somewhat compromised due to covenants; the new
facility (although reduced in size from US$900 million to US$700
million) has an amended covenant package that significantly
enhances availability.

Over the medium term, as the North American Class 8 truck market
rebounds and ARM's cost position improves, firmer margins should
result.  DBRS expects only modest earnings improvement over the
near term, with debt levels remaining constant.  However, in the
event that working capital requirements or persistent losses
result in further deterioration of the financial profile, a
ratings downgrade would be considered.

                         Debt        Rating
      Issuer            Rated       Action           Rating
      ------             -----      -------           ------
ArvinMeritor Inc.     Conv. Sr.    Trend Change      BB (low)Neg
                      Unsec. Notes

ArvinMeritor Inc.     Sr. Unsec.   Trend Change      BB (low)Neg  
                        Notes

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.


DALBER SA: Proofs of Claim Verification is Until April 10
---------------------------------------------------------
Roberto Di Martino, the court-appointed trustee for Dalber
S.A.'s bankruptcy proceeding, will be verifying creditors'
proofs of claim until April 10, 2008.

Mr. Di Martino will present the validated claims in court as
individual reports on May 23, 2008.  The National Commercial
Court of First Instance in Buenos Aires will determine if the
verified claims are admissible, taking into account the
trustee's opinion, and the objections and challenges that will
be raised by Dalber and its creditors.

Inadmissible claims may be subject for appeal in a separate
proceeding known as an appeal for reversal.

A general report that contains an audit of Dalber's accounting
and banking records will be submitted in court on July 8, 2008.

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

The trustee can be reached at:

         Roberto Di Martino
         Avenida Callao 449
         Buenos Aires, Argentina


DANA CORPORATION: Inks US$2,080,000,000 Exit Facility Agreements
----------------------------------------------------------------
Dana Holding Corporation, successor to Dana Corporation, said in
a filing with the U.S. Securities and Exchange Commission that
on Jan. 31, 2008, the effective date of the Third Amended Joint
and Consolidated Plan of Reorganization of Dana and its debtor-
subsidiaries, the company entered into exit facility agreements
with Citicorp USA, Inc., Lehman Brothers Inc., and Barclays
Capital, for post-bankruptcy financing of up to
US$2,080,000,000.

The exit facility consists of:

            Loan Type               Loan Amount    
            ---------             --------------   
            Term Loan           US$1,430,000,000   
            Revolving Loan           650,000,000

According to Marc S. Levin, Dana's general counsel and
secretary, the company has drawn US$1,350,000,000 from the Term
Facility on the Effective Date, and US$80,000,000 on
Feb. 1, 2008.  

Mr. Levin says there were no borrowings under the Revolving
Facility but US$200,000,000 was utilized for existing letters of
credit.

                     Term Loan Agreement

Amounts outstanding under the Term Loan will be payable in equal
quarterly amounts on the last day of each fiscal quarter at a
rate of 1% per annum of the original principal amount of the
Term Facility advances prior to Jan. 31, 2014, with the
remaining balance due in equal quarterly installments in the
final year of the Term Facility and final maturity on
Jan. 31, 2015.

Certain term loan prepayments are subject to a prepayment call
premium before Jan. 31, 2010.

The Term Loan will bear interest at a floating rate based on, at
Dana's option, the base rate or LIBOR rate plus a margin of
2.75% in the case of base rate loans or 3.75% in the case of
LIBOR rate loans.

Under the Term Facility, Dana is required to maintain compliance
with financial covenants measured on the last day of each fiscal
quarter:

   (a) commencing as of Dec. 31, 2008, a maximum leverage ratio
       of not greater than 3.10 to 1.00 at Dec. 31, 2008,
       decreasing in steps to 2.25 to 1.00 as of June 30, 2013,
       based on the ratio of consolidated funded debt to the
       previous 12-month consolidated EBITDA;

   (b) commencing as of Dec. 31, 2008, minimum interest coverage
       ratio of not less than 4.50 to 1.00 based on the previous
       12-month consolidated EBITDA to consolidated interest
       expense for that period; and

   (c) a minimum EBITDA of US$211,000,000 for the six months
       ending June 30, 2008, and of US$341,000,000 for the nine
       months ending Sept. 30, 2008.

The Term Facility Security Agreement grants a second priority
lien on accounts receivable and inventory and a first priority
lien on substantially all of Dana and the guarantors' remaining
assets, including a pledge of 65% of the stock of each foreign
subsidiary owned by the company and each guarantor, as of the
Effective Date.

                    Revolving Loan Agreement

Amounts outstanding under the Revolving Loan Agreement, on the
other hand, may be borrowed, repaid and reborrowed with the
final payment due and payable on Jan. 31, 2013.

The Revolving Loan will bear interest at a floating rate based
on, at Dana's option, the base rate or LIBOR rate, plus a margin
based on the undrawn amounts available under the Revolving
Facility:

       Borrowing                   Base Rate   LIBOR Rate
      Availability                  Margin       Margin
      ------------                 ---------   ----------
      Greater than US$450,000,000     1.00%       2.00%

      Greater than US$200,000,000
      but less than or equal
      to US$450,000,000               1.25%       2.25%

      US$200,000,000 or less          1.50%       2.50%

Dana will pay a commitment fee of 0.375% per annum for unused
committed amounts under the Revolving Facility.  Up to
US$400,000,000 of the Revolving Facility may be applied to
letters of credit.  Issued letters of credit are treated as
borrowed funds and reduce availability.
       
Dana will pay a fee for issued and undrawn letters of credit in
an amount per annum equal to the applicable LIBOR margin based
on availability under the Revolving Facility and a per annum
fronting fee of 0.25% payable quarterly.

The Revolving Facility requires Dana to comply with a minimum
fixed coverage ratio of not less than 1.10 to 1.00, measured
quarterly, in the event availability under the Revolving
Facility falls below US$75,000,000 for five consecutive business
days.

The Revolving Facility Security Agreement grants a first
priority lien on Dana and the guarantors' accounts receivable
and inventory and a second priority lien on substantially all of
their remaining assets, including a pledge of 65% of the stock
of each foreign subsidiary owned by the company and each
guarantor.

For the first 24 months after the Effective Date, the LIBOR
rates in each of the Revolving Facility and the Term Facility
will not be less than 3.00%.  Interest is due quarterly in
arrears with respect to base rate loans and at the end of each
interest period with respect to LIBOR loans.  For LIBOR loans
with interest periods greater than 90 days, interest is payable
every 90 days from the first day of that interest period and on
the date that loan is converted or paid in full.

Under the Exit Facility, Dana will be required to comply with
customary covenants, including:

   * affirmative covenants as to corporate existence, compliance
     with laws, after-acquired property or subsidiaries,
     environmental matters, insurance, payment of taxes, access
     to books and records, use commercially reasonable efforts
     to have credit ratings, use of proceeds, maintenance of
     cash management systems, priority of liens in favor of the
     lenders, maintenance of assets, interest rate protection
     and monthly, quarterly, annual and other reporting
     obligations; and

   * negative covenants, including limitations on liens,
     additional indebtedness, guarantees, dividends,
     transactions with affiliates, investments, asset
     dispositions, nature of business, capital expenditures,
     mergers and consolidations, amendments to constituent
     documents, accounting changes, and limitations on
     restrictions affecting subsidiaries and sale and lease-
     backs.

The Exit Facility also includes customary events of default,
including failure to pay principal, interest or other amounts
when due, breach of representations and warranties, and breach
of any covenant under the Exit Facility.  

Upon the occurrence and continuance of an event of default,
Dana's Exit Lenders may have the right, among other things, to
terminate their commitments under the Exit Facility, accelerate
the repayment of all of Dana's obligations under the Exit
Facility and foreclose on the collateral granted to them.

The Exit Facility is guaranteed by substantially all of Dana's
domestic subsidiaries other than Dana Credit Corporation, Dana
Companies, LLC, and their respective subsidiaries.

The Exit Facility contains mandatory prepayment requirements in
certain circumstances on the sale of assets, insurance
recoveries, the incurrence of debt, the issuance of equity
securities and excess cash flow as defined in the agreement,
subject to certain permitted reinvestment rights, in addition to
the ability to make optional prepayments.

A full-text copy of the Term Facility is available for free at
http://ResearchArchives.com/t/s?2853

A full-text copy of the Revolving Facility is available for free
at http://ResearchArchives.com/t/s?2854

                     Intercreditor Agreement

In connection with the Exit Facility, as of the Effective Date
Dana also entered into an Intercreditor Agreement, which
establishes the relationship between the security agreements
under the Exit Facility Agreement.

Mr. Levin says a portion of the proceeds from the Exit Facility
was used to repay Old Dana's Senior Secured Superpriority DIP
Credit Agreement, make other payments required upon exit from
bankruptcy protection, and provide liquidity to fund working
capital and other general corporate purposes before original
issue discount.

As of Feb. 5, 2008, Mr. Levin said the amount outstanding under
the Term Facility was US$1,430,000,000, and the amount utilized
under the Revolving Facility was US$200,000,000 attributable to
issued but undrawn letters of credit.

                 Cancellation of Debt Securities

Pursuant to the Plan, the outstanding debt securities of Old
Dana were canceled, and the indentures and other agreements
governing those debt securities were terminated:

   * Indenture for Senior Securities, dated Dec. 15, 1997,
     between Dana and Citibank, N.A, as supplemented, relating
     to Dana's:

     -- US$150,000,000 of 6.5% notes due March 15, 2008;
     -- US$350,000,000 of 6.5% notes due March 1, 2009;
     -- US$200,000,000 of 7% notes due March 15, 2028; and
     -- US$400,000,000 of 7% notes due March 1, 2029;

   * Note Agreements, dated April 8, 1997, between Old Dana and
     the purchasers party thereto, relating to Old Dana's 7.18%
     notes due April 8, 2006;

   * Note Agreements, dated Aug. 28, 1997, between Old Dana and
     the purchasers party thereto, relating to Old Dana's 6.88%
     notes due Aug. 28, 2006;

   * Note Agreements, dated Dec. 18, 1998, between Old Dana and
     the purchasers party thereto, relating to Old Dana's 6.59%
     notes due Dec. 1, 2007;

   * Note Agreement, dated Aug. 16, 1999, between Old Dana and
     the purchaser party thereto, relating to Old Dana's 7.91%
     notes due Aug. 16, 2006;

   * Indenture, dated as of Aug. 8, 2001, among old Dana,
     Citibank, N.A. and Citibank, N.A., London Branch, as
     supplemented, relating to Old Dana's:

     -- US$575,000,000 of 9% notes due Aug. 15, 2011; and
     -- EUR200,000,000 of 9% notes due Aug. 15, 2011;

   * Indenture, dated as of March 11, 2002, between Old Dana and
     Citibank, N.A., as supplemented, relating to Old Dana's
     US$250,000,000 of 10.125% notes due March 15, 2010; and

   * Indenture for Senior Securities, dated as of Dec. 10, 2004,
     between Old Dana and Citibank, N.A., as supplemented,
     relating to Old Dana's US$450,000,000 of 5.85% notes due
     Jan. 15, 2015.

Mr. Levin says holders of the notes have received or will
receive Dana Holding common stock in satisfaction of their
unsecured nonpriority claims against Old Dana.

                          About Dana

Based in Toledo, Ohio, Dana Corporation -- http://www.dana.com/  
-- designs and manufactures products for every major vehicle
producer in the world, and supplies drivetrain, chassis,
structural, and engine technologies to those companies.  Dana
employs 46,000 people in 28 countries.  Dana is focused on being
an essential partner to automotive, commercial, and off-highway
vehicle customers, which collectively produce more than 60
million vehicles annually.

Dana has facilities in China in the Asia-Pacific, Argentina in
the Latin-American regions and Italy in Europe.

The company and its affiliates filed for chapter 11 protection
on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of
Nov. 30, 2007, the Debtors listed US$7,131,000,000 in total
assets and US$7,665,000,000 in total debts resulting in a total
shareholders' deficit of US$534,000,000.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day,
in Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represented the Debtors.  Henry S. Miller at
Miller Buckfire & Co., LLC, served as the Debtors' financial
advisor and investment banker.  Ted Stenger from AlixPartners
served as Dana's Chief Restructuring Officer.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel
LLP, represented the Official Committee of Unsecured Creditors.
Fried, Frank, Harris, Shriver & Jacobson, LLP served as counsel
to the Official Committee of Equity Security Holders.  Stahl
Cowen Crowley, LLC served as counsel to the Official Committee
of Non-Union Retirees.

The Debtors filed their Joint Plan of Reorganization on
Aug. 31, 2007.  On Oct. 23, 2007, the Court approved the
adequacy of the Disclosure Statement explaining their Plan.  
Judge Burton Lifland of the U.S. Bankruptcy Court for the
Southern District of New York entered an order confirming the
Third Amended Joint Plan of Reorganization of the Debtors on
Dec. 26, 2007.

The Debtors' Third Amended Joint Plan of Reorganization was
deemed effective as of Jan. 31, 2008.  Dana Corp., starting on
the Plan Effective Date, operated as Dana Holding Corporation.

(Dana Corporation Bankruptcy News, Issue No. 71; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or   
215/945-7000)

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 13, 2008, Standard & Poor's Ratings Services assigned its
'BB-' corporate credit rating to Toledo, Ohio-based Dana Holding
Corp. following  the company's emergence from Chapter 11 on
Feb. 1, 2008.  The outlook is negative.
           
At the same time, Standard & Poor's assigned Dana's US$650
million asset-based loan revolving credit facility due 2013 a
'BB+' rating (two notches higher than the corporate credit
rating) with a recovery rating of '1', indicating an expectation
of very high recovery in the event of a payment default.
     
In addition, S&P assigned a 'BB' bank loan rating to Dana's
US$1.43 billion senior secured term loan with a recovery rating
of '2', indicating an expectation of average recovery.


FIAT SPA: Expects to Sell 8,000 High Performance Cars Annually
--------------------------------------------------------------  
Luca De Meo, Fiat SpA Chief Marketing Officer, said that the
company expects to sell 8,000 high-performance Abarth cars
annually, Bloomberg News reports.  Since its introduction in
October 2007, 1,500 orders have been placed.

Abarth was founded in 1949 and acquired by Fiat in 1971.  Abarth
currently has 35 dealers in Italy and plans to put up 60
showrooms in 12 countries.

                       About Fiat S.p.A.

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

Fiat operates in Argentina, Australia, Austria, Belgium, Brazil,
Bulgaria, China, Czech Republic, Denmark, France, Germany,
Greece, Hungary, India, Ireland, Italy, Japan, Lituania,
Netherlands, Poland, Portugal, Romania, Russia, Singapore,
Spain, among others.

                          *     *     *

As reported in the TCR-Europe on Nov. 6, 2007, Moody's Investors
Service changed the outlook on Fiat S.p.A. and subsidiaries' Ba3
Corporate Family Rating to positive from stable and affirmed its
Ba3 long-term senior unsecured ratings as well as the short-term
non-Prime rating.

On Oct. 4, 2007, Fitch Ratings affirmed Fiat S.p.A.'s Issuer
Default and senior unsecured ratings at BB- and Short-term
rating at B.

The company carries Standard & Poor's Ratings Services' BB long-
term corporate credit rating.  The compay also carries B short-
term rating.  S&P said the outlook is stable.


FRYDMAN JUAN: Proofs of Claim Verification Ends on April 15
-----------------------------------------------------------
Benjamin Jorge Alaluf, the court-appointed trustee for the
bankruptcy proceeding of Frydman Juan (s/Extension de Quiebra de
Frydman Hermanos S.A.), will be verifying creditors' proofs of
claim until April 15, 2008.

Mr. Alaluf will present the validated claims in court as
individual reports on May 28, 2008.  The National Commercial
Court of First Instance in Cordoba will determine if the
verified claims are admissible, taking into account the
trustee's opinion, and the objections and challenges that will
be raised by Frydman Juan and its creditors.

Inadmissible claims may be subject for appeal in a separate
proceeding known as an appeal for reversal.

A general report that contains an audit of Frydman Juan's
accounting and banking records will be submitted in court on
Aug. 6, 2008.

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

The trustee can be reached at:

         Benjamin Jorge Alaluf
         Coronel Olmedo 51, Ciudad de Cordoba
         Cordoba, Argentina


PETERSEN ENERGIA: Moody's Rates US$1.026-Billion Term Loan at B1
----------------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to the
US$1.026 billion senior secured term loan of Petersen Energia
S.A.  The rating outlook is stable.  Proceeds from the term
loan, which closed on Feb. 21, 2008, financed a portion of
Petersen's US$2.235 billion purchase of a 14.9% stake in YPF
S.A. (rated Baa2, GLCR, negative outlook; Ba2 FCR), the
Argentine integrated petroleum company, from Repsol YPF, S.A.
(rated Baa1, negative outlook).  Petersen Energia is a Spanish
Corporation indirectly and wholly-owned by the Eskenazi family,
which also controls Grupo Petersen, a construction and banking
conglomerate.  Petersen's sole function is to hold the
Eskenazi's 14.9% stake in YPF.

The B1 rating reflects the single asset risk and elevated
financial leverage attached to Petersen's minority stake
in YPF, and its dependence on a dividend stream from YPF as the
primary source of debt service on the term loan.  With the
closing of the loan, Petersen owns 14.9% of YPF as a highly
leveraged entity, with debt to capitalization of about 95%,
including a subordinated seller note and US$110 million of
equity.  Petersen also has the option over the next four years
to increase its holding in YPF up to a level of 25%.

However, as a minority interest holder, Petersen does not
control YPF's dividends, and the level of dividends will remain
subject to YPF's earnings volatility, underlying production
volumes, commodity price risk, and rising capital needs.  In
addition, the term loan, which matures in May 2012, will be
subject to refinancing risk on a potentially sizable unpaid
principal balance at maturity, after mandatory debt
amortization.

The B1 rating also factors in Argentine political risk and
instability, with YPF's earnings and dividend stream subject to
the risk of continued government interference in the energy
sector.  Argentine industry regulations have depressed commodity
and fuel prices, raised export taxes, restricted export volumes
and discouraged sector investment.  YPF is also exposed to a
high degree of currency convertibility and transfer risk, as
indicated by Argentina's B2 long-term foreign currency ceiling
and B3 foreign currency bond rating, both with a positive
outlook.

Factors that mitigate these risks and support the B1 rating
include a security interest for senior lenders in the majority
of Petersen's shares in YPF; a number of structural features
that enhance lender protection; a strong Shareholder Agreement
between Petersen and Repsol YPF, S.A.; and YPF's cash flow
position and historical dividend payment record.

Senior lenders to Petersen are secured by a first lien in
approximately 12.4% of YPF's shares outstanding, which provides
1.75 asset coverage at closing based on a US$15 billion implied
market value for YPF, as well as security in Petersen's own
stock and other assets, including cash collateral accounts and a
debt service reserve account.  The security and collateral value
reduce refinancing risk, as the shares could be sold to cover
dividend shortfalls or to pay off unamortized debt at maturity,
although the share price is exposed to substantial valuation
risk.  In addition, liquidity and transparency on the market
value of the YPF shares will be enhanced with Repsol YPF's
expected IPO of up to 25% of YPF in 2008.

Structural features that enhance protection for the term loan
include scheduled mandatory semi-annual principal amortization,
a cash flow sweep provision, and a debt service reserve funded
at closing.  The mandatory amortization is supported by US$850
million of special dividends already declared to be paid in 2008
and 2009, as well as by YPF's ordinary dividends.  The sweep
provision requires specified levels of free cash flow to be used
to prepay principal.  A debt service reserve account is in place
to provide liquidity in the event of time lags between dividends
and debt service.  The debt service reserve account is sized at
approximately US$55 million to cover six months interest and a
small portion of principal.  All collateral and future dividend
payments are held in US dollars in accounts outside of Argentina
for the benefit of the lenders.  Any draw on the reserve
requires prompt replenishment at the head of the payment
waterfall.  The term loan also contains financial covenants
requiring a minimum collateral coverage ratio of 1.75 over the
loan life and a minimum debt service coverage ratio that
escalates from 1.05 in 2008.

In addition to the senior term loan, US$1.015 billion of the
share acquisition prices was funded through a subordinated
seller note provided by Repsol YPF.  Debt service on the note is
subordinated to the term loan, with no cash payments or
mandatory amortization through year five while the term loan is
outstanding.  While Repsol YPF retains a first priority interest
in the 2.5% of YPF shares pledged to the seller note, dividends
on those shares will also be fully available for debt service on
the senior term loan until its maturity.

The Shareholder Agreement provides a sound governance framework
and incentives to maintain YPF's dividends, as well as evidence
that the Eskenazi family, through Petersen, is likely to remain
a long-term investor in YPF.  Under the terms of the Agreement,
Petersen appoints four board positions and has super majority
rights over a number of key areas, including capital issuance,
mergers, re-structuring, and decisions on YPF's debt and capital
spending.  Petersen appoints YPF's Vice Chairman and Chief
Executive Officer, to be filled by Enrique Eskenazi and
Sebastian Eskenazi, respectively.  Petersen also controls
important YPF strategic planning and budgeting functions.  A
lock-up provision prevents Petersen from selling its shares in
YPF for the next five years, except in certain circumstances
to cover loan debt service if there is a dividend shortfall.

Importantly, the Agreement also commits both shareholders to
maintaining YPF's dividend payout at 90% of net income at least
through the payoff of the senior loan, and any change in that
provision is an event of default under the term loan.  In
addition, while Grupo Petersen has no legal obligation to
support Petersen in the event of dividend shortfalls, it has the
financial capacity to do so to protect its investment.  Moody's
also notes that even though Grupo Petersen does not have prior
experience in the petroleum industry, it has longstanding
investments in construction and finance and experience operating
in Argentina's economic and regulatory environment, which could
benefit YPF in its post-IPO evolution.

Finally, in assessing YPF dividend risk as the basis for
Petersen's debt service, Moody's notes that on a standalone
basis YPF is Argentina's largest integrated oil company, albeit
ranking smaller among its global peers, with approximately 1.3
billion BOE of proved oil and gas reserves, and controlling
approximately half of Argentina's downstream market.  The
company's Baa2 global local currency rating does not measure
certainty of dividends, but from a credit perspective, its
sizable cash flows from relatively mature businesses, and modest
financial leverage indicate a continuing capacity to generate
dividends.  The company used internal cash flow to reduce debt
in recent years, while paying out dividends at a high rate
averaging well above 70% of net income since 2003.  YPF to date
has never been affected by currency controls in remitting
dividends to its parent. YPF's challenge, given its poor reserve
replacement record and general investment conditions in
Argentina, will be to increase and productively deploy its
capital spending in exploration and production while committing
to a high dividend payout in future years.

Petersen Energia, S.A., a Spanish corporation, is headquartered
in Madrid, Spain. YPF, S.A. is located in Buenos Aires,
Argentina, and its parent company, Repsol YPF in Madrid, Spain.


TERRAMED SRL: Trustee Verifies Proofs of Claim Until April 30
-------------------------------------------------------------
Mirta Addario, the court-appointed trustee for Terramed SRL's
reorganization proceeding, will be verifying creditors' proofs
of claim until April 30, 2008.

Ms. Addario will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 11 in Buenos Aires, with the assistance of Clerk
No. 22, will determine if the
verified claims are admissible, taking into account the
trustee's opinion, and the objections and challenges that will
be raised by Terramed and its creditors.

Inadmissible claims may be subject for appeal in a separate
proceeding known as an appeal for reversal.

A general report that contains an audit of Terramed's accounting
and banking records will be submitted in court.

La Nacion didn't state the reports submission deadlines.

Creditors will vote to ratify the completed settlement plan
during the assembly on Feb. 18, 2009, 2008.

The debtor can be reached at:

        Terramed SRL
        Terrada 1242
        Buenos Aires, Argentina

The trustee can be reached at:

        Mirta Addario
        Lavalle 1454
        Buenos Aires, Argentina


TOLENTINO SRL: Court Appoints Alicia Beatriz Morillo as Trustee
---------------------------------------------------------------
The National Commercial Court of First Instance in Rosario,
Santa Fe, has appointed Alicia Beatriz Morillo as Tolentino
S.R.L.'s bankruptcy proceeding.

Ms. Morillo will verify creditors' proofs of claim and present
the validated claims in court as individual reports.  The court
will determine if the verified claims are admissible, taking
into account the trustee's opinion, and the objections and
challenges that will be raised by Tolentino and its creditors.

Inadmissible claims may be subject for appeal in a separate
proceeding known as an appeal for reversal.

A general report that contains an audit of Tolentino's
accounting and banking records will be submitted in court.

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

The trustee can be reached at:

         Alicia Beatriz Morillo
         Cordoba 3969, Rosario
         Santa Fe, Argentina


UPES SA: Proofs of Claim Verification Deadline is March 12
----------------------------------------------------------
Leonor Haydee Veiga, the court-appointed trustee for Upes S.A.'s
bankruptcy proceeding, will be verifying creditors' proofs of
claim until March 12, 2008.

Ms. Veiga will present the validated claims in court as
individual reports on April 29, 2008.  The National Commercial
Court of First Instance in Buenos Aires will determine if the
verified claims are admissible, taking into account the
trustee's opinion, and the objections and challenges that will
be raised by Upes and its creditors.

Inadmissible claims may be subject for appeal in a separate
proceeding known as an appeal for reversal.

A general report that contains an audit of Upes' accounting and
banking records will be submitted in court on June 11, 2008.

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

The trustee can be reached at:

         Leonor Haydee Veiga
         Bartolome Mitre 1711
         Buenos Aires, Argentina



===============
B A R B A D O S
===============

CHC HELICOPTER: Inks CN$3.7-Bil. Merger Deal With First Reserve
---------------------------------------------------------------
CHC Helicopter Corporation disclosed that First Reserve Corp.
has entered into an agreement to acquire CHC.

CHC and First Reserve believe that the all-cash transaction,
which values the company at an adjusted enterprise value of
CN$3.7 billion, is the largest-ever buyout in the oilfield
services industry.

"I'm glad to see that First Reserve recognized the value that
was created in CHC over the years, and was able to translate
that value into a fair offer for all shareholders," Mark Dobbin,
CHC's chairman of the board, commented.  "I'm also very pleased
to see that First Reserve will carry on CHC's legacy of
entrepreneurship, as it builds upon CHC's position as a world
class helicopter company."

"This partnership will help us realize our growth potential,"
Sylvain Allard, president and chief executive officer of CHC,
said.  "First Reserve is an investment company with deep
knowledge of the energy industry and views CHC as a great
investment platform."

"First Reserve has strong conviction in the merits of the
strategy that has led to CHC's success and will work in
partnership with us to continue to execute that same plan and
achieve our long-term objectives," Mr. Alard continued.

"CHC is an extraordinary company," Mark McComiskey, managing
director of First Reserve Corporation, added.  "The European and
global leader in oil and gas and search and rescue helicopter
services, with the world's largest independent helicopter
support business, CHC has a worldwide footprint, the best safety
record in the industry and a dynamic management team executing
an exciting growth strategy."

Under the terms of the transaction, an affiliate of the First
Reserve fund will acquire all outstanding class A subordinate
voting shares and all of the outstanding class B multiple voting
shares of CHC for CN$32.68 per class A share and class B share
for an aggregate consideration of approximately CN$1.5 billion.   
After completion of the transaction CHC's class A shares and
class B shares will be de-listed and no longer traded publicly.  
CHC's headquarters will remain in Vancouver, Canada.

The board of directors of CHC has unanimously approved the entry
by CHC into the agreement and recommends that shareholders vote
in favor of the transaction.

Merrill Lynch Canada Inc. and Scotia Capital are financial
advisors to CHC.  Ogilvy Renault LLP and DLA Piper USA LLP are
legal counsel to CHC.  Simpson Thacher & Bartlett LLP, Blake,
Cassels & Graydon LLP and Slaughter and May are legal counsel to
the First Reserve fund.

                About CHC Helicopter Corporation

Headquartered in Richmond, British Columbia, in Canada, CHC
Helicopter Corporation (TSE:FLY.A)V7B - http://www.chc.ca/-- is  
a commercial helicopter operator.  The company, through its
subsidiaries, operates in over 30 countries, on all seven
continents and in most of the offshore oil and gas producing
regions of the world.  The company's operating units are based
in the United Kingdom, Norway, the Netherlands, South Africa,
Australia, Barbados, Brazil and Canada.  It provides helicopter
transportation services to the oil and gas industry for
production and exploration activities through its European and
global operations segments.  It also provides helicopter
transportation services for emergency medical services and
search and rescue activities and ancillary services, such as
flight training.  The company's Heli-One segment is a non-
original equipment manufacturer helicopter support company,
providing repair and overhaul services, aircraft leasing,
integrated logistics support, helicopter parts sales and
distribution and other related services.


CHC HELICOPTER: Moody's Reviews Ba3 Rating For Likely Downgrade
---------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade the Ba3 corporate family rating and probability of
default rating for CHC Helicopter Corporation.  The review will
also cover the B1 (LGD 5, 72%) rating on CHC's US$400 million
senior subordinated notes.  These actions follow the
announcement that a fund managed by First Reserve Corporation
has entered into an agreement to acquire CHC.

"Our review of CHC will focus on obtaining more clarity
regarding the transaction's financing structure and also on
First Reserve's growth strategy and financial policies for CHC
following the acquisition," commented Pete Speer, Moody's Vice-
President/Senior Analyst.

In January 2008, Moody's changed CHC's rating outlook to
negative due to the company's substantial increase in leverage
to fund its major fleet expansion and its future commitments to
purchase 85 more helicopters for delivery through 2012.  In
addition to the transaction's potential effect on the company's
capital structure, Moody's is concerned that CHC's fleet
expansion might be further accelerated while continuing to be
substantially all debt funded.   As part of Moody's review, it
will discuss with First Reserve and CHC management their post
acquisition plans including their operating philosophy, growth
objectives and financial policies.

First Reserve has agreed to acquire all of CHC's outstanding
equity shares for approximately CN$1.5 billion.  The overall
transaction will be financed through a combination of equity
which has been committed by the First Reserve Fund and debt
financing that has been committed by Morgan Stanley
International and affiliates, in each case subject to the terms
of those commitments.  The closing of the transaction will take
place after satisfaction or waiver of all conditions, including
the approvals and confirmations from aviation regulatory
authorities.  CHC currently expects the transaction to close in
the second calendar quarter of 2008, subject to the terms of the
agreement.

CHC's 7-3/8% senior subordinated notes due 2014 contain a change
of control provision.  Within 30 days of the completion of the
First Reserve acquisition, CHC will be required to offer to
purchase all of the remaining notes outstanding at a price equal
to 101% of the principal amount and accrued interest.

                About CHC Helicopter Corporation

Headquartered in Richmond, British Columbia, in Canada, CHC
Helicopter Corporation (TSE:FLY.A)V7B - http://www.chc.ca/-- is  
a commercial helicopter operator.  It is one of the world's
largest providers of helicopter services to the offshore
exploration and production industry, according to Moody's
Investors Service.  The company, through its subsidiaries,
operates in over 30 countries, on all seven continents and in
most of the offshore oil and gas producing regions of the world.  
The company's operating units are based in the United Kingdom,
Norway, the Netherlands, South Africa, Australia, Brazil,
Barbados and Canada.  It provides helicopter transportation
services to the oil and gas industry for production and
exploration activities through its European and global
operations segments.  It also provides helicopter transportation
services for emergency medical services and search and rescue
activities and ancillary services, such as flight training.  The
company's Heli-One segment is a non-original equipment
manufacturer helicopter support company, providing repair and
overhaul services, aircraft leasing, integrated logistics
support, helicopter parts sales and distribution and other
related services.


CHC HELICOPTER: S&P Puts 'BB-' Rating on Developing CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' long-term
corporate credit and 'B' subordinated debt ratings on Vancouver-
based CHC Helicopter Corp., on CreditWatch with developing
implications, following the announcement that a fund managed by
First Reserve Corp. has entered into an agreement to acquire
CHC.
     
"The developing CreditWatch placement reflects the uncertainty
regarding the ultimate composition of CHC's prospective capital
structure, following completion of the acquisition.  The buyout
will be financed through a combination of equity committed by
the First Reserve Fund and debt financing committed by Morgan
Stanley International and affiliates," said Standard & Poor's
credit analyst Jamie Koutsoukis.  "The rated senior subordinated
notes will presumably be redeemed, as provisions within the
indenture require CHC to offer to purchase the remaining notes
issued and outstanding," Ms. Koutsoukis added.
     
S&P does not expect to resolve the CreditWatch placement until
the transaction closes and S&P is able to consult with CHC's
management and have greater certainty regarding the new capital
structure of the company.

                About CHC Helicopter Corporation

Headquartered in Richmond, British Columbia, in Canada, CHC
Helicopter Corporation (TSE:FLY.A)V7B - http://www.chc.ca/-- is  
a commercial helicopter operator.  It is one of the world's
largest providers of helicopter services to the offshore
exploration and production industry, according to Moody's
Investors Service.  The company, through its subsidiaries,
operates in over 30 countries, on all seven continents and in
most of the offshore oil and gas producing regions of the world.  
The company's operating units are based in the United Kingdom,
Norway, the Netherlands, South Africa, Australia, Barbados,
Brazil and Canada.  It provides helicopter transportation
services to the oil and gas industry for production and
exploration activities through its European and global
operations segments.  It also provides helicopter transportation
services for emergency medical services and search and rescue
activities and ancillary services, such as flight training.  The
company's Heli-One segment is a non-original equipment
manufacturer helicopter support company, providing repair and
overhaul services, aircraft leasing, integrated logistics
support, helicopter parts sales and distribution and other
related services.  


HILTON HOTELS: Inks Franchise Pact to Launch Unit in Italy
----------------------------------------------------------
Hilton Hotels Corporation has signed a franchise agreement with
DIMATOUR to open the new Hilton Garden Inn(R) Bologna/San
Lazzaro in Italy.

The 152-room property which is expected to open in September
2008 is set to increase the mid-price hotel brand's growing
presence in Italy, joining the Hilton Garden Inn(R) Florence
Novoli, the Hilton Garden Inn(R) Rome Airport and the Hilton
Garden Inn(R) Matera.  Two additional Hilton Garden Inn
properties are scheduled to open in the cities of Bari in Summer
2008 and Lecce in 2009.

Welcoming the announcement, Wolfgang Neumann, president of
Hilton Hotels - Europe, said, “With 11 existing Hilton Family
properties located in key Italian destinations and regional
centers as well as agreements in place to open six more, the
addition of this new Hilton Garden Inn hotel in Bologna
reaffirms our commitment to providing our world-class portfolio
of quality hotels across Italy and throughout Europe.”

“Travelers looking for a new kind of lodging option has provided
Hilton Garden Inn with a wonderful opportunity to introduce our
mid-priced brand to new markets like Bologna,” said Adrian
Kurre, senior vice president – brand management, Hilton Garden
Inn.  “Our hotels offer an ideal combination of quality and
affordability for both corporate and leisure guests.”

Located in northern Italy, Bologna is famed for its Renaissance
architecture and perhaps best known as the home of Ducati and
Lamborghini.  The city is well served by air, rail and road
transport links and is host to numerous international and
national exhibitions and trade fairs.  The newly built Hilton
Garden Inn Bologna/San Lazzaro will be situated in the San
Lazzaro area, a short drive from the city center and will offer
guests a fitness area, as well as a restaurant, bar and spacious
meeting facilities.

The Hilton Garden Inn Bologna/San Lazzaro announcement reflects
the Hilton Garden Inn brand's fast moving expansion across the
region, with plans to introduce new properties in four more
European countries in the next 24 months, including Rzeszow,
Poland; Frankfurt, Germany; Diyarbakir, Turkey; as well as
Perm, Russia.

Hilton Hotels Corporation currently operates 11 hotels in Italy
with locations in Rome, Sicily, Venice, Milan, Florence and
Matera.  In addition to the Hilton Garden Inn Bologna/San
Lazzaro, the company is expecting to open five more Hilton
Family hotels by 2009 that includes the opening of Europe's
first Doubletree by Hilton property, which is set to open in
Milan in Fall 2008.

                     About Hilton Hotels

Headquartered in Beverly Hills, California, Hilton Hotels Corp.
-- http://www.hilton.com/-- together with its subsidiaries,   
engages in the ownership, management, and development of hotels,
resorts, and timeshare properties, as well as in the franchising
of lodging properties in the United States and internationally,
including Australia, Austria, Barbados, Costa Rica, Finland,
India, Indonesia, Trinidad and Tobago, Philippines and Vietnam.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Oct. 29, 2007, Moody's Investors Service downgraded Hilton
Corporation's  Corporate Family Rating and senior unsecured
ratings to B3 and  Caa1, respectively.



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

SCOTTISH RE: New Strategic Focus Didn't Affect Ratings, S&P Says
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
CreditWatch negative status on Scottish Re Group Ltd. (B/Watch
Neg/--) and related entities were not affected by the company's
announcement of a new strategic focus recognizing its
deteriorated financial strength.
     
On Jan. 31, 2008, S&P lowered its ratings on Scottish Re and
placed them on CreditWatch with negative implications because of
the company's continuing exposure to increasing investment
losses and meaningful risk of losing some reserve credits
secured through Ballantyne Re plc.  These concerns are not
affected by the company's announcement.  As previously stated,
S&P will resolve the CreditWatch when it completes the process
of refining its view of expected losses and assesses the risk of
the company incurring loss of reserve credits.
     
If and when the company disposes of certain lines of business,
the proceeds would likely provide only a modest offset to the
erosion of capital caused by its investments in subprime and
Alt-A MBS.  In addition, in S&P's recent action, it noted that
the "deterioration in the company's financial condition has
severely disrupted Scottish Re's ability to generate new
[insurance] business…."  This observation anticipated the
company's prospective focus on leveraging its non-risk-taking
competencies to drive shareholder value.

Scottish Re Group Ltd. -- http://www.scottishre.com/-- is a  
holding company organized under the laws of the Cayman Islands
with its principal executive office in Bermuda.  Scottish Re has
operating businesses in Grand Cayman, Guernsey, Ireland, the
United Kingdom, United States, and Singapore.  Its flagship
operating subsidiaries include Scottish Annuity & Life Insurance
Company (Cayman) Ltd. and Scottish Re (US), Inc.  Scottish Re
Capital Markets, Inc., a member of Scottish Re Group Ltd., is a
registered broker dealer that specializes in securitization of
life insurance assets and liabilities.


SCOTTISH RE: Subprime Losses Cue Fitch's Rating Cut & WatchNeg
--------------------------------------------------------------
Fitch Ratings has downgraded Scottish Re Group Limited's Issuer
Default Rating to 'B' from 'BB-' and the Insurer Financial
Strength ratings of its primary operating subsidiaries to 'BB'
from 'BBB-'.  All ratings have been placed on Rating Watch
Negative with the exception of Scottish Re Limited which has
been placed on Rating Watch Evolving.

The actions follow the group's announcement of a change in
strategic focus.  The downgrades reflect Fitch's heightened
concern over continued subprime losses in the consolidated
investment portfolio, uncertainty over the company's strategic
direction and the potential impact to the Reg. XXX
securitization structures.  In addition, the ratings of the
holding company and the United States operating companies have
been placed on Rating Watch Negative.

The IFS rating of Scottish Re Limited has been placed on Rating
Watch Evolving reflecting its plans to pursue a disposition of
that business.  The resolution of the Rating Watch will depend
on the success of that pursuit and the financial strength of a
potential buyer.

Fitch has downgraded and placed these ratings on Rating Watch
Negative:

Scottish Re Group Ltd.:

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

   -- 7.25% non-cumulative perpetual preferred stock to
      'CCC+/RR6' from 'B/RR6'.

Scottish Annuity & Life Insurance Company (Cayman) Ltd.:

   --Insurer Financial Strength rating to 'BB' from 'BBB-'.

Scottish Re (U.S.) Inc.:

   -- Insurer Financial Strength rating to 'BB' from 'BBB-'.

Stingray Pass-Through Trust:

   -- US$325 million 5.902% collateral facility securities due
      Jan. 12, 2015, to 'BB' from 'BBB-'.

Fitch has downgraded and placed this rating on Rating Watch
Evolving:

Scottish Re Limited:

   -- Insurer Financial Strength rating to 'BB' from 'BBB-'.

Scottish Re Group Ltd. -- http://www.scottishre.com/-- is a  
holding company organized under the laws of the Cayman Islands
with its principal executive office in Bermuda.  Scottish Re has
operating businesses in Grand Cayman, Guernsey, Ireland, the
United Kingdom, United States, and Singapore.  Its flagship
operating subsidiaries include Scottish Annuity & Life Insurance
Company (Cayman) Ltd. and Scottish Re (US), Inc.  Scottish Re
Capital Markets, Inc., a member of Scottish Re Group Ltd., is a
registered broker dealer that specializes in securitization of
life insurance assets and liabilities.



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

BANCO MERCANTIL: To Offer Health & Life Microinsurance in 2Q
------------------------------------------------------------
Banco Mercantil Santa Cruz's deputy product manager Raul
Urquiola told Business News Americas that the bank will launch
health and life microinsurance for small and medium-sized
enterprises and individuals in the second quarter 2008.

According to BNamericas, the health insurance policy would cost
US$10 per month.  It would be aimed at small and medium-sized
enterprises and employees in the informal sector.  It would
cover:

          -- 80% of medical outpatient expenses,
          -- 100% of inpatient medical expenses, and
          -- US$3,000 benefit in case of accidental death.

Mr. Urquiola told BNamericas that the life insurance product
would cost US$20 per month.  It is for small and medium-sized
enterprises and independent professional employees.  This policy
would cover:

           -- disability,
           -- benefit of up to US$30,000 in case of death, and
           -- the double in case of accidental death.

Banco Mercantil Santa Cruz is the resulting entity of the merger
between Bolivia's second biggest bank Banco Mercantil and Banco
Santa Cruz.

                          *     *     *

On Jan. 23, 2008, Moody's assigned a global local currency
deposit rating of Ba3 to Banco Mercantil Santa Cruz S.A.  On
April 2007, Moody's affirmed Banco Mercantil's Caa1 foreign
currency deposit rating.



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

AMERICAN AXLE: To Pay US$0.15 Per Share Dividend on March 28
------------------------------------------------------------
American Axle & Manufacturing Holdings, Inc. announced a cash
dividend of US$0.15 per share payable on March 28, 2008, to
stockholders of record on all of the company's issued and
outstanding common stock as of March 7, 2008.

Headquartered in Detroit, Michigan, 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 on Nov. 27, 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.


BANCO DO BRASIL: Brasilprev Eyes Growth in New Contributions
------------------------------------------------------------
The chief executive officer of Banco do Brasil private pension
provider, Brasilprev, told Business News Americas that the unit
expects new contributions to maintain double-digit growth for
the next 10 years.

New contributions would increase 20% in 2008.  Pension assets
under management would total BRL22 billion by the end of this
year, BNamericas says, citing Mr. Godoy.

According to BNamericas, Brasilprev reported that new
contributions rose 24.1% to BRL3.25 billion.  Its Vida Gerador
de Beneficios Livres plans -- combination of life insurance and
survivors' benefit contracts -- increased 43.0% to BRL1.63
billion, while its Plano Gerador de Beneficios Livres) -–
similar to a 401,000 plan in the US -- grew 21.9% to BRL995
million.

Pension assets under management increased 29.6% to
BRL16.2 billion in 2007, compared to 2006, BNamericas states.

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

                          *     *     *

On Nov. 6, 2007, Moody's assigned a Ba2 foreign currency deposit
rating to Banco do Brasil.  On Aug. 23, 2007, Moody's assigned a
Ba2 long-term bank deposit rating on the bank with a stable
outlook.

In May 2007, Standard & Poor's Ratings Services raised its long-
term foreign currency counterparty credit rating on Brazilian
government-related entity Banco do Brasil to 'BB+' from 'BB',
after Brazil's foreign currency sovereign credit rating was
upgraded to BB+.


COMPANHIA DE SANEAMENTO: Board Okays Dividend Payment Proposal
--------------------------------------------------------------
Companhia de Saneamento Basico do Estado de Sao Paulo Board of
Directors approved the Full Executive Board proposal, after
hearing the Fiscal Council, pursuant to Article 37, paragraph 2
of its Bylaws, thedeclaration of payment of dividends in the
form of interest on own capital, referring to the period from
October to December 2007 to shareholders of record on
Feb. 27, 2008.

The dividends as interest on own capital, totaling
BRL31,897,127.22 corresponding to BRL0.14 per common share, will
be paid no later than 60 days after the 2008 Annual
Shareholders' Meeting.

Income tax shall be withheld from payment of dividends as
interest on own capital, pursuant to the laws in vigor, except
for the immune or exempt shareholders proving such condition
until March 31, 2008, and providing the corresponding documents,
which shall be sent to the company's headquarters.
    
Referring to the entities of Supplementary Private Pension,
Insurance Companies and Fapi, such proof shall occur by means of
Declaration, a model of which is available at the Investors
Area, in the item Information to Shareholders on the company's
website.

Said interest on own capital will be declared and computed in
the calculation of the mandatory minimum dividends, as provided
in Article 37, Paragraph 2 of the Company's Bylaws and in
Article 9, paragraph 7 of the Law 9249/95.

The shares now are traded ex-interest from Feb. 28, 2008.

Companhia de Saneamento Basico do Estado de Sao Paulo, aka
Sabesp (Bovespa: SBSP3; NYSE: SBS) -- http://www.sabesp.com.br
-- is one of the largest water and sewage service providers in
the world based on the population served in 2005.  It operates
water and sewage systems in Sao Paulo, Brazil.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Sept. 12, 2007, Fitch Ratings has affirmed the 'BB' Local
Currency and Foreign Currency Issuer Default Ratings and the
Long-Term National Scale Rating 'A+(bra)' of Companhia de
Saneamento Basico do Estado de Sao Paulo.  In addition, Fitch
has affirmed the 'BB' Long-Term International Rating for US$140
million in notes issued by the company, as well as the 'A+(bra)'
on National Scale for its sixth debenture issuance.  Fitch said
the rating outlook is stable.


EMPRESA ENERGETICA: Moody's Rates US$250-Mln Joint Notes at Ba3
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the existing
7-year US$250 million Notes Units jointly issued by Empresa
Energetica de Sergipe aka. Energipe (US$162.5 million) and
Sociedade Anonima de Eletrificacao da Paraiba aka. Saelpa
(US$87.5 million) and guaranteed by Energisa S.A.  In addition,
Moody's affirmed the Ba3 local currency corporate family and
A3.br Brazil National Scale corporate family ratings for
Energisa SA.  The rating outlook is stable.

Moody's assigned and affirmed these ratings:

   -- 10.5% US$250 million Notes Units due 2013: Ba3
   -- Corporate Family Rating: Ba3;
   -- Brazil National Scale Corporate Family Rating: A3.br.

The Ba3 rating considers Energisa's monopoly position in the
electricity markets in the states of Paraiba, Sergipe and some
areas in the states of Minas Gerais and Rio de Janeiro in
addition to its strong credit metrics for the rating category.  
The rating also incorporates an evolving regulatory environment
and relatively weak liquidity management given the lack of any
committed standby credit facilities in place and potential
uncertainty with regard to the company's ability to continue to
access local capital markets.

Energisa's rating also takes into consideration the group's
recent corporate restructuring and reflects Moody's expectation
that debt reduction will continue over the coming years.  Most
of the recent improvement in capital structure has resulted from
the sale of generation assets to comply with the federal
regulation requiring segregation of generation, distribution and
non-regulated assets as well as to provide for a more balanced
level of indebtedness.  Energisa now represents the
consolidation of all of the operating companies within the
"Cataguazes-Leopoldina group", as per the name of the
predecessor holding company, Companhia Forca e Luz Cataguazes-
Leopoldina, which is now a fully owned subsidiary of Energisa
SA.

Over the past seven years, Energisa's leverage increased due to
the Saelpa and other minority share acquisitions, increased
capital expenditures and lower consumer demand resulting from
the 2001-2002 electricity rationing program.  With total
generation asset divestiture proceeds of over BRL500 million
expected by year-end 2007 and with most of this amount being
used for debt reduction, Energisa's credit metrics will be
materially stronger.  During the last twelve months ending on
Sept. 30, 2007, FFO reached BRL300 million (18.3% of adjusted
debt, which reflects the receipt of BRL300 million in
divestiture proceeds).  The result is interest coverage of 2.1,
which is appropriate for the Ba rating category. Nevertheless,
the ratings are constrained by uncertainty related to the
scheduled tariff reviews in 2008-2009.  Moody's has assumed a 5-
10% tariff reduction in 2008, but a drop in sales of only 3-5%,
since stable demand growth in the residential and commercial
segments, which combined make up 64% of retail revenues, should
mitigate the impact of lower tariffs, together with the
continued reduction of electricity loss at Saelpa.  However, a
decrease in the operating margin from its current high level of
37% is likely.

Through Energisa's recent asset sales and simplified corporate
structure, the controlling shareholders, in Moody's opinion,
have signaled their firm commitment to a stronger capital
structure.  However, one of the challenges facing Energisa going
forward is continued reduction in electricity losses while
maintaining tight operating cost controls and satisfactory
service quality.  The group may also be tempted to make
electricity generation investments, since many projects are
likely to undergo bidding over the next several years.  Moody's
expects that Energisa will prudently balance the interests of
shareholders and creditors as it analyzes these possible
generation investment opportunities while continuing to
prioritize debt reduction.

Moody's opinion is that Energisa should be analyzed on a
consolidated basis, given the concentration of strategic and
financial decisions at the holding company and its ability to
control cash dividend distributions at the operating companies.  
The formal guarantee on the existing Note Units also support
this view, as does Energisa's additional BRL120 million
capitalization of Empresa Energetica by year-end 2007 with
proceeds coming from asset sales and a planned 6-year (4-year
grace period) BRL150 million debenture, which is pending
improved market conditions.  Moody's believes that the holding
company will continue to be able to meet its debt service
obligations with cash flow upstreamed from the operating
companies through dividend payments and service agreements.

Moody's recognizes that Energisa has taken measures to foster
improved disclosure and corporate governance practices, but also
believes that there is room for further improvement, such as the
release of annual and quarterly cash flow statements and greater
disclosure regarding the breakdown of financial expenses and
income.  Currently, Energisa's shares are not listed under any
of the Bovespa's enhanced levels of corporate governance
standards but the company provides tag-along rights to minority
shareholders.

The most important factor constraining the ratings is the
Brazilian regulatory framework, which has undergone substantial
change over the past several years and has a history of being
unpredictable.  The federal utility regulatory body in Brazil
(Aneel) is part of the Brazilian government, which holds a Ba1
foreign currency and local currency bond rating. In terms of
cost recovery, rate increases and decreases, all are undergoing
a period of significant uncertainty due to ongoing reviews and
revisions by the regulator of existing asset and cost bases.  
When evaluating this factor, Moody's also considered potential
future electricity shortages due to a tight reserve margin,
limited independence of the regulator and minimal jurisprudence
backing the new regulatory framework.

Energisa does not have committed bank credit facilities to help
fund unexpected cash disbursements.  As of Sept. 30, 2007,
Energisa had BRL152 million in cash and marketable securities
and BRL434 in short term debt, both on a consolidated basis.  In
the last quarter of 2007, the company received approximately
BRL220 million and reduced bank debt by an additional BRL52
million (transfer of debt) from the recent sale of generation
assets.  Energisa plans to raise approximately BRL400 million in
the local capital markets, of which a BRL150 million receivables
securitization was completed in October.  Financial institutions
have already extended the remaining portion through bridge
loans, which are expected to be taken out as soon market
conditions allow, mostly through the issuance of local
debentures.  According to management, firm commitment has
already been received from the bank that is underwriting the
issuance.  Energisa intends to use these proceeds to pay down
short term debt, thus reducing its overall cost of debt and
further extending its maturity profile.

The stable outlook reflects Moody's expectation that Energisa
will reduce total debt and maintain credit metrics adequate for
the Ba3 rating category, even though expected tariff reductions
in 2008 and 2009 are unlikely to be fully offset by demand
growth and further reductions in electricity losses.

Moody's would consider an upgrade if Energisa achieves
consistent improvement in cash flow metrics so that RCF/Adjusted
debt ratio remains above 20% and interest coverage is over 3.0
on a sustainable basis.

A downgrade could result from the maintenance of total debt of
above BRL1.5 billion or deterioration in cash flow metrics, with
RCF/Adjusted debt falling below 10% and interest coverage
declining below 2.0 for an extended period.

Energisa, based in Cataguases, Minas Gerais, is a holding
company that controls five electricity distribution utilities in
four Brazilian states, serving approximately two million
consumers.  During the nine month period ending on
Sept. 30, 2007, Energisa sold 4,956 MW, equivalent to
approximately 2% of all electricity distributed in Brazil.  
Energisa is listed on the Brazilian stock market and is
controlled by the Botelho family.


ENERGISA SA: Moody's Affirms Corporate Family Rating at Ba3
-----------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the existing
7-year US$250 million Notes Units jointly issued by Empresa
Energetica de Sergipe aka. Energipe (US$162.5 million) and
Sociedade Anonima de Eletrificacao da Paraiba aka. Saelpa
(US$87.5 million) and guaranteed by Energisa S.A.  In addition,
Moody's affirmed the Ba3 local currency corporate family and
A3.br Brazil National Scale corporate family ratings for
Energisa SA.  The rating outlook is stable.

Moody's assigned and affirmed these ratings:

   -- 10.5% US$250 million Notes Units due 2013: Ba3
   -- Corporate Family Rating: Ba3;
   -- Brazil National Scale Corporate Family Rating: A3.br.

The Ba3 rating considers Energisa's monopoly position in the
electricity markets in the states of Paraiba, Sergipe and some
areas in the states of Minas Gerais and Rio de Janeiro in
addition to its strong credit metrics for the rating category.  
The rating also incorporates an evolving regulatory environment
and relatively weak liquidity management given the lack of any
committed standby credit facilities in place and potential
uncertainty with regard to the company's ability to continue to
access local capital markets.

Energisa's rating also takes into consideration the group's
recent corporate restructuring and reflects Moody's expectation
that debt reduction will continue over the coming years.  Most
of the recent improvement in capital structure has resulted from
the sale of generation assets to comply with the federal
regulation requiring segregation of generation, distribution and
non-regulated assets as well as to provide for a more balanced
level of indebtedness.  Energisa now represents the
consolidation of all of the operating companies within the
"Cataguazes-Leopoldina group", as per the name of the
predecessor holding company, Companhia Forca e Luz Cataguazes-
Leopoldina, which is now a fully owned subsidiary of Energisa
SA.

Over the past seven years, Energisa's leverage increased due to
the Saelpa and other minority share acquisitions, increased
capital expenditures and lower consumer demand resulting from
the 2001-2002 electricity rationing program.  With total
generation asset divestiture proceeds of over BRL500 million
expected by year-end 2007 and with most of this amount being
used for debt reduction, Energisa's credit metrics will be
materially stronger.  During the last twelve months ending on
Sept. 30, 2007, FFO reached BRL300 million (18.3% of adjusted
debt, which reflects the receipt of BRL300 million in
divestiture proceeds).  The result is interest coverage of 2.1,
which is appropriate for the Ba rating category. Nevertheless,
the ratings are constrained by uncertainty related to the
scheduled tariff reviews in 2008-2009.  Moody's has assumed a 5-
10% tariff reduction in 2008, but a drop in sales of only 3-5%,
since stable demand growth in the residential and commercial
segments, which combined make up 64% of retail revenues, should
mitigate the impact of lower tariffs, together with the
continued reduction of electricity loss at Saelpa.  However, a
decrease in the operating margin from its current high level of
37% is likely.

Through Energisa's recent asset sales and simplified corporate
structure, the controlling shareholders, in Moody's opinion,
have signaled their firm commitment to a stronger capital
structure.  However, one of the challenges facing Energisa going
forward is continued reduction in electricity losses while
maintaining tight operating cost controls and satisfactory
service quality.  The group may also be tempted to make
electricity generation investments, since many projects are
likely to undergo bidding over the next several years.  Moody's
expects that Energisa will prudently balance the interests of
shareholders and creditors as it analyzes these possible
generation investment opportunities while continuing to
prioritize debt reduction.

Moody's opinion is that Energisa should be analyzed on a
consolidated basis, given the concentration of strategic and
financial decisions at the holding company and its ability to
control cash dividend distributions at the operating companies.  
The formal guarantee on the existing Note Units also support
this view, as does Energisa's additional BRL120 million
capitalization of Empresa Energetica by year-end 2007 with
proceeds coming from asset sales and a planned 6-year (4-year
grace period) BRL150 million debenture, which is pending
improved market conditions.  Moody's believes that the holding
company will continue to be able to meet its debt service
obligations with cash flow upstreamed from the operating
companies through dividend payments and service agreements.

Moody's recognizes that Energisa has taken measures to foster
improved disclosure and corporate governance practices, but also
believes that there is room for further improvement, such as the
release of annual and quarterly cash flow statements and greater
disclosure regarding the breakdown of financial expenses and
income.  Currently, Energisa's shares are not listed under any
of the Bovespa's enhanced levels of corporate governance
standards but the company provides tag-along rights to minority
shareholders.

The most important factor constraining the ratings is the
Brazilian regulatory framework, which has undergone substantial
change over the past several years and has a history of being
unpredictable.  The federal utility regulatory body in Brazil
(Aneel) is part of the Brazilian government, which holds a Ba1
foreign currency and local currency bond rating. In terms of
cost recovery, rate increases and decreases, all are undergoing
a period of significant uncertainty due to ongoing reviews and
revisions by the regulator of existing asset and cost bases.  
When evaluating this factor, Moody's also considered potential
future electricity shortages due to a tight reserve margin,
limited independence of the regulator and minimal jurisprudence
backing the new regulatory framework.

Energisa does not have committed bank credit facilities to help
fund unexpected cash disbursements.  As of Sept. 30, 2007,
Energisa had BRL152 million in cash and marketable securities
and BRL434 in short term debt, both on a consolidated basis.  In
the last quarter of 2007, the company received approximately
BRL220 million and reduced bank debt by an additional BRL52
million (transfer of debt) from the recent sale of generation
assets.  Energisa plans to raise approximately BRL400 million in
the local capital markets, of which a BRL150 million receivables
securitization was completed in October.  Financial institutions
have already extended the remaining portion through bridge
loans, which are expected to be taken out as soon market
conditions allow, mostly through the issuance of local
debentures.  According to management, firm commitment has
already been received from the bank that is underwriting the
issuance.  Energisa intends to use these proceeds to pay down
short term debt, thus reducing its overall cost of debt and
further extending its maturity profile.

The stable outlook reflects Moody's expectation that Energisa
will reduce total debt and maintain credit metrics adequate for
the Ba3 rating category, even though expected tariff reductions
in 2008 and 2009 are unlikely to be fully offset by demand
growth and further reductions in electricity losses.

Moody's would consider an upgrade if Energisa achieves
consistent improvement in cash flow metrics so that RCF/Adjusted
debt ratio remains above 20% and interest coverage is over 3.0
on a sustainable basis.

A downgrade could result from the maintenance of total debt of
above BRL1.5 billion or deterioration in cash flow metrics, with
RCF/Adjusted debt falling below 10% and interest coverage
declining below 2.0 for an extended period.

Energisa, based in Cataguases, Minas Gerais, is a holding
company that controls five electricity distribution utilities in
four Brazilian states, serving approximately two million
consumers.  During the nine month period ending on
Sept. 30, 2007, Energisa sold 4,956 MW, equivalent to
approximately 2% of all electricity distributed in Brazil.  
Energisa is listed on the Brazilian stock market and is
controlled by the Botelho family.


SOCIEDADE ANONIMA: Moody's Rates US$250-Mln Joint Notes at Ba3
--------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the existing
7-year US$250 million Notes Units jointly issued by Empresa
Energetica de Sergipe aka. Energipe (US$162.5 million) and
Sociedade Anonima de Eletrificacao da Paraiba aka. Saelpa
(US$87.5 million) and guaranteed by Energisa S.A.  In addition,
Moody's affirmed the Ba3 local currency corporate family and
A3.br Brazil National Scale corporate family ratings for
Energisa SA.  The rating outlook is stable.

Moody's assigned and affirmed these ratings:

   -- 10.5% US$250 million Notes Units due 2013: Ba3
   -- Corporate Family Rating: Ba3;
   -- Brazil National Scale Corporate Family Rating: A3.br.

The Ba3 rating considers Energisa's monopoly position in the
electricity markets in the states of Paraiba, Sergipe and some
areas in the states of Minas Gerais and Rio de Janeiro in
addition to its strong credit metrics for the rating category.  
The rating also incorporates an evolving regulatory environment
and relatively weak liquidity management given the lack of any
committed standby credit facilities in place and potential
uncertainty with regard to the company's ability to continue to
access local capital markets.

Energisa's rating also takes into consideration the group's
recent corporate restructuring and reflects Moody's expectation
that debt reduction will continue over the coming years.  Most
of the recent improvement in capital structure has resulted from
the sale of generation assets to comply with the federal
regulation requiring segregation of generation, distribution and
non-regulated assets as well as to provide for a more balanced
level of indebtedness.  Energisa now represents the
consolidation of all of the operating companies within the
"Cataguazes-Leopoldina group", as per the name of the
predecessor holding company, Companhia Forca e Luz Cataguazes-
Leopoldina, which is now a fully owned subsidiary of Energisa
SA.

Over the past seven years, Energisa's leverage increased due to
the Saelpa and other minority share acquisitions, increased
capital expenditures and lower consumer demand resulting from
the 2001-2002 electricity rationing program.  With total
generation asset divestiture proceeds of over BRL500 million
expected by year-end 2007 and with most of this amount being
used for debt reduction, Energisa's credit metrics will be
materially stronger.  During the last twelve months ending on
Sept. 30, 2007, FFO reached BRL300 million (18.3% of adjusted
debt, which reflects the receipt of BRL300 million in
divestiture proceeds).  The result is interest coverage of 2.1,
which is appropriate for the Ba rating category. Nevertheless,
the ratings are constrained by uncertainty related to the
scheduled tariff reviews in 2008-2009.  Moody's has assumed a 5-
10% tariff reduction in 2008, but a drop in sales of only 3-5%,
since stable demand growth in the residential and commercial
segments, which combined make up 64% of retail revenues, should
mitigate the impact of lower tariffs, together with the
continued reduction of electricity loss at Saelpa.  However, a
decrease in the operating margin from its current high level of
37% is likely.

Through Energisa's recent asset sales and simplified corporate
structure, the controlling shareholders, in Moody's opinion,
have signaled their firm commitment to a stronger capital
structure.  However, one of the challenges facing Energisa going
forward is continued reduction in electricity losses while
maintaining tight operating cost controls and satisfactory
service quality.  The group may also be tempted to make
electricity generation investments, since many projects are
likely to undergo bidding over the next several years.  Moody's
expects that Energisa will prudently balance the interests of
shareholders and creditors as it analyzes these possible
generation investment opportunities while continuing to
prioritize debt reduction.

Moody's opinion is that Energisa should be analyzed on a
consolidated basis, given the concentration of strategic and
financial decisions at the holding company and its ability to
control cash dividend distributions at the operating companies.  
The formal guarantee on the existing Note Units also support
this view, as does Energisa's additional BRL120 million
capitalization of Empresa Energetica by year-end 2007 with
proceeds coming from asset sales and a planned 6-year (4-year
grace period) BRL150 million debenture, which is pending
improved market conditions.  Moody's believes that the holding
company will continue to be able to meet its debt service
obligations with cash flow upstreamed from the operating
companies through dividend payments and service agreements.

Moody's recognizes that Energisa has taken measures to foster
improved disclosure and corporate governance practices, but also
believes that there is room for further improvement, such as the
release of annual and quarterly cash flow statements and greater
disclosure regarding the breakdown of financial expenses and
income.  Currently, Energisa's shares are not listed under any
of the Bovespa's enhanced levels of corporate governance
standards but the company provides tag-along rights to minority
shareholders.

The most important factor constraining the ratings is the
Brazilian regulatory framework, which has undergone substantial
change over the past several years and has a history of being
unpredictable.  The federal utility regulatory body in Brazil
(Aneel) is part of the Brazilian government, which holds a Ba1
foreign currency and local currency bond rating. In terms of
cost recovery, rate increases and decreases, all are undergoing
a period of significant uncertainty due to ongoing reviews and
revisions by the regulator of existing asset and cost bases.  
When evaluating this factor, Moody's also considered potential
future electricity shortages due to a tight reserve margin,
limited independence of the regulator and minimal jurisprudence
backing the new regulatory framework.

Energisa does not have committed bank credit facilities to help
fund unexpected cash disbursements.  As of Sept. 30, 2007,
Energisa had BRL152 million in cash and marketable securities
and BRL434 in short term debt, both on a consolidated basis.  In
the last quarter of 2007, the company received approximately
BRL220 million and reduced bank debt by an additional
BRL52 million (transfer of debt) from the recent sale of
generation assets.  Energisa plans to raise approximately BRL400
million in the local capital markets, of which a BRL150 million
receivables
securitization was completed in October.  Financial institutions
have already extended the remaining portion through bridge
loans, which are expected to be taken out as soon market
conditions allow, mostly through the issuance of local
debentures.  According to management, firm commitment has
already been received from the bank that is underwriting the
issuance.  Energisa intends to use these proceeds to pay down
short term debt, thus reducing its overall cost of debt and
further extending its maturity profile.

The stable outlook reflects Moody's expectation that Energisa
will reduce total debt and maintain credit metrics adequate for
the Ba3 rating category, even though expected tariff reductions
in 2008 and 2009 are unlikely to be fully offset by demand
growth and further reductions in electricity losses.

Moody's would consider an upgrade if Energisa achieves
consistent improvement in cash flow metrics so that RCF/Adjusted
debt ratio remains above 20% and interest coverage is over 3.0
on a sustainable basis.

A downgrade could result from the maintenance of total debt of
above BRL1.5 billion or deterioration in cash flow metrics, with
RCF/Adjusted debt falling below 10% and interest coverage
declining below 2.0 for an extended period.

Energisa, based in Cataguases, Minas Gerais, is a holding
company that controls five electricity distribution utilities in
four Brazilian states, serving approximately 2 million
consumers.  During the nine month period ending on Sept. 30,
2007, Energisa sold 4,956 MW, equivalent to approximately 2% of
all electricity distributed in Brazil.  Energisa is listed on
the Brazilian stock market and is controlled by the Botelho
family.

Sociedade Anonima and Energetica de Sergipe are two of the five
electricity distribution companies that form the Energisa Group.
The group distributes electricity to more than 2 million
consumers in 352 municipalities in Brazil, accounting for 9% of
total electricity distributed in the Northeast region and 2% of
the total electricity distributed in the country.


TRW AUTOMOTIVE: Earns US$56MM for 2007 Fourth Qtr. Ended Dec. 31
----------------------------------------------------------------
TRW Automotive Holdings Corp. (NYSE: TRW), the global leader in
active and passive safety systems, reported fourth-quarter 2007
financial results with sales of US$3.9 billion, an increase of
18.8 percent compared to the same period a year ago.  The
Company reported fourth quarter net earnings of US$56 million,
which compares to the prior year result of US$33 million.

The Company's full-year 2007 sales grew to a record US$14.7
billion, an increase of 11.9 percent compared to the prior year.  
Net earnings for the year were US$90 million, which compares to
2006 earnings of US$176 million.
    
"In 2007, TRW delivered solid operating results, including
record sales and outstanding cash flow, that exceeded the
business objectives set at the beginning of the year," said John
Plant, president and chief executive officer. "Our achievements
in 2007 related to our financial performance, together with
steady expansion overseas, debt refinancing and safety
advancements have helped the Company grow stronger despite
challenging industry conditions."
    
Mr. Plant added, "We have performed remarkably well since
becoming an independent company, providing solid results to our
stakeholders and capitalizing on our position as the world's
preeminent active and passive safety systems supplier. Now in
2008, we are a significantly larger, more diverse enterprise
that is reaching further into the world's growing markets with a
portfolio of safety technology that is unrivaled in the
marketplace. We continue to build for the future and are focused
on moving the Company forward profitably over the long term."

                       Fourth Quarter 2007
    
The company reported fourth-quarter 2007 sales of US$3.9
billion, an increase of US$614 million or 18.8 percent over the
prior year period. Foreign currency translation benefited sales
in the quarter by approximately US$328 million. Fourth quarter
sales excluding the impact of foreign currency translation
increased approximately US$286 million or 8.7 percent over the
prior year period. This increase can be attributed to higher
customer vehicle production in Europe and China and the
continued growth of safety products in all markets (including a
higher mix of lower margin modules). These positive factors were
partially offset by pricing provided to customers and the
continued decline in North American customer vehicle production.
    
Operating income for fourth-quarter 2007 was US$149 million,
which compares favorably to US$126 million in the prior year
period. Restructuring and asset impairment expenses in the 2007
quarter were US$19 million, which compares to US$8 million in
2006. Operating income excluding these expenses from both
periods was US$168 million in 2007, which represents an increase
of 25.4 percent compared to the 2006 result of US$134 million.
    
The year-to-year increase was driven primarily by higher product
volumes and savings generated from cost improvement and
efficiency programs, including reductions in pension and OPEB
related costs and a measurable improvement in the Company's
Automotive Components segment. These positive factors were in
part offset by pricing provided to customers, higher commodity
costs and other unfavorable business items.
    
Net interest and securitization expense for the fourth quarter
of 2007 totaled US$56 million, which compares favorably to US$66
million in the prior year. The year-to-year decline can be
attributed to the benefits derived from the Company's 2007 debt
recapitalization which was completed during the second quarter
of 2007.
    
Tax expense in the 2007 quarter was US$39 million, resulting in
an effective tax rate of 41 percent, which compares to US$32
million or 49 percent in the prior year period. The 2007 quarter
included a FAS 109 adjustment related to pension and OPEB gains
recorded through other comprehensive earnings that resulted in a
non-cash tax benefit of US$11 million. The prior year quarter
included a US$17 million tax benefit related to a bond
redemption transaction that was completed during the first
quarter of 2006. Excluding these items from both years, the
effective tax rate was 53 percent in 2007, which compares to 75
percent in the 2006 quarter. The lower tax rate in the fourth
quarter of 2007 can be attributed to a change in the Company's
geographic earnings mix.
    
The Company reported fourth-quarter 2007 net earnings of US$56
million or US$0.55 per diluted share, which compares to net
earnings of US$33 million or US$0.32 per diluted share in 2006.
Net earnings excluding the previously mentioned tax items from
both periods were US$45 million or US$0.44 per diluted share in
2007, which compares to US$16 million or US$0.16 per diluted
share in 2006.
    
Earnings before interest, securitization costs, loss on
retirement of debt (where applicable), taxes, depreciation and
amortization, or EBITDA, were US$300 million in the fourth
quarter, which compares to the prior year level of US$267
million.

                        Full Year 2007
  
For full-year 2007, the Company reported sales of US$14.7
billion, an increase of US$1.6 billion or 11.9 percent compared
to prior year sales of US$13.1 billion. Foreign currency
translation benefited sales in 2007 by approximately US$856
million. Full year 2007 sales excluding the impact of foreign
currency translation increased approximately US$702 million or
5.3 percent over the prior year period. This increase resulted
primarily from higher product volumes related to new product
growth and robust industry sales in overseas markets, partially
offset by the decline in North American customer vehicle
production and pricing provided to customers.
    
Operating income in 2007 was US$624 million, which compares to
US$636 million in the prior year. Restructuring and asset
impairment expenses in 2007 were US$51 million, which compares
to US$30 million in 2006. Operating income excluding these
expenses from both periods was US$675 million in 2007, which
represents an increase of US$9 million compared to the 2006
result. This year- to-year improvement can be attributed to
savings generated from cost improvement and efficiency programs,
including reductions in pension and OPEB related costs, and
higher product volumes globally. These positive factors more
than offset pricing provided to customers, considerably higher
commodity costs and a challenging first quarter operating
environment, in which operating income declined significantly
compared to the prior year due to weak industry production in
North America and an unfavorable mix of products sold in the
2007 quarter. The company posted year-to-year improvements in
operating income in each of the remaining three quarters in 2007
which helped offset the first quarter decline.
    
Net interest and securitization expense for 2007 totaled US$233
million, which declined from the prior year total of US$250
million primarily due to the benefits derived from the Company's
debt recapitalization completed during the second quarter of
2007. As a reminder, actions related to the debt
recapitalization included a US$1.5 billion Senior Note offering,
the tender for substantially all of the Company's outstanding
US$1.3 billion Notes and the refinancing of its US$2.5 billion
credit facilities. In 2007, the Company incurred charges related
to these transactions of US$155 million for loss on retirement
of debt. In 2006, the Company incurred charges of US$57 million
also related to debt retirement.
    
Tax expense in 2007 was US$155 million, resulting in a 63
percent effective tax rate, which compares to US$166 million or
49 percent in 2006. The effective tax rate in 2007 excluding
debt retirement charges and the FAS 109 tax benefit was 42
percent. This compares to an effective tax rate, excluding debt
retirement charges and the related tax benefit, of 46 percent in
2006.
    
Full-year 2007 net earnings were US$90 million, or US$0.88 per
diluted share, which compares to US$176 million or US$1.71 per
diluted share in 2006. Net earnings excluding the previously
mentioned debt retirement charges and tax items from both
periods were US$234 million or US$2.28 per diluted share in
2007, which compares to US$216 million or US$2.10 per diluted
share in 2006.
    
EBITDA in 2007 totaled US$1,190 million, which represents a
US$24 million improvement over the prior year result of
US$1,166 million.

                  Cash Flow and Capital Structure
    
Net cash provided by operating activities during the fourth
quarter was US$826 million, which compares to US$397 million in
the prior year period. Fourth quarter capital expenditures were
US$174 million compared to US$195 million in 2006.
    
For full-year 2007, net cash flow from operating activities was
US$737 million, which compares to US$649 million in the prior
year. Capital expenditures were US$513 million in 2007, which
compares to US$529 million in 2006. Full year 2007 operating
cash flow after capital expenditures, referred to as free cash
flow, was US$224 million, which compares to US$120 million in
2006.
    
As mentioned previously, the Company completed its debt
recapitalization plan during the second quarter of 2007,
including the refinancing of its US$2.5 billion credit
facilities on May 9, 2007. Additionally, on March 26, 2007, the
Company completed its US$1.5 billion Senior Note offering and
repurchased substantially all of the existing US$1.3 billion
Notes through a tender offer. The Company incurred debt
retirement charges of approximately US$155 million in 2007
related to these transactions.
    
On Feb. 2, 2006, the company's wholly owned subsidiary, Lucas
Industries Limited, completed the tender for its outstanding GBP
94.6 million 10-7/8% bonds. As a result of the transaction, the
Company incurred a US$57 million charge for loss on retirement
of debt.
    
As of Dec. 31, 2007, the Company had US$3,244 million of debt
and US$899 million of cash and marketable securities, resulting
in net debt (defined as debt less cash and marketable
securities) of US$2,345 million. This net debt outcome is US$98
million lower than the balance at the end of 2006.

                      About TRW Automotive

Headquartered in Livonia, Michigan, TRW Automotive Holdings
Corp. (NYSE: TRW) -- http://www.trw.com/-- ranks among the   
world's leading automotive suppliers.  The company, through its
subsidiaries, operates in 28 countries and employs approximately
63,800 people worldwide, including Brazil, China, Germany
and Italy.  TRW Automotive products include integrated vehicle
control and driver assist systems, braking systems, steering
systems, suspension systems, occupant safety systems (seat belts
and airbags), electronics, engine components, fastening systems
and aftermarket replacement parts and services.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
Jan. 25, 2008, Moody's Investors Service affirmed the ratings of
TRW Automotive Inc.: Corporate Family Rating, Ba2; senior
secured bank credit facilities, Baa3; and senior unsecured
notes, Ba3, but revised the rating outlook to negative from
stable.

TRW Automotive Holdings carries Fitch Ratings' 'BB' long term
issuer default rating with a stable outlook.  The rating was
assigned in October 2005.



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

BASSO PRIVATE: To Hold Final Shareholders Meeting on March 6
------------------------------------------------------------
Basso Private Opportunities Fund Ltd. will hold its final
shareholders' meeting on  March 6, 2008, at the registered
office of the company.

These matters will be taken up during the meeting:

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

Basso Private's shareholders decided on Dec. 4, 2007, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

            Joshua Grant
            Maples Finance Limited
            P.O. Box 1093, George Town
            Grand Cayman, Cayman Islands


BROADWAY FINANCE: Sets Final Shareholders Meeting on March 6
------------------------------------------------------------
Broadway Finance Limited will hold its final shareholders'
meeting on March 6, 2008, at 10:30 a.m. at the registered office
of the company.

These matters will be taken up during the meeting:

          1) accounting of the winding-up process; and

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

Broadway Finance's shareholders decided on Jan. 23, 2008, to
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.
            Attn: Evania Ebanks
            Paget-Brown Trust Company Ltd.
            Boundary Hall, Cricket Square
            P.O. Box 1111, Grand Cayman KY1-1102
            Cayman Islands
            Telephone: (345)-949-5122
            Fax: (345)-949-7920


BROWARD FINANCE: To Hold Final Shareholders Meeting on March 6
--------------------------------------------------------------
Broward Finance Limited will hold its final shareholders'
meeting on March 6, 2008, at 10:30 a.m. at the registered office
of the company.

These matters will be taken up during the meeting:

          1) accounting of the winding-up process; and

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

Broward Finance's shareholders decided on Jan. 23, 2008, to
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.
            Attn: Evania Ebanks
            Paget-Brown Trust Company Ltd.
            Boundary Hall, Cricket Square
            P.O. Box 1111, Grand Cayman KY1-1102
            Cayman Islands
            Telephone: (345)-949-5122
            Fax: (345)-949-7920


CATHEDRAL LIMITED: Final Shareholders Meeting Set on March 6
------------------------------------------------------------
Cathedral Limited will hold its final shareholders' meeting on
March 6, 2008, at Maples Finance Limited, Boundary Hall, Cricket
Square, George Town, Grand Cayman, Cayman Islands

These matters will be taken up during the meeting:

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

Cathedral's shareholders decided on Jan. 23, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidator can be reached at:

            Richard Gordon
            Maples Finance Limited
            P.O. Box 1093, George Town
            Grand Cayman, Cayman Islands


CHAMBERS STREET: To Hold Final Shareholders Meeting on March 6
--------------------------------------------------------------
Chambers Street CDO II, Ltd., will hold its final shareholders'
meeting on  March 6, 2008, at  Maples Finance Limited, Boundary
Hall, Cricket Square, George Town, Grand Cayman, Cayman Islands.

These matters will be taken up during the meeting:

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

Chambers Street's shareholders decided on Dec. 12, 2007, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

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


FS CLO: Sets Final Shareholders Meeting on March 6
---------------------------------------------------
FS CLO I HOLDCO will hold its final shareholders' meeting on
March 6, 2008, at Maples Finance Limited, Boundary Hall, Cricket
Square, George Town, Grand Cayman, Cayman Islands.

These matters will be taken up during the meeting:

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

FS CLO's shareholders decided on Jan. 21, 2008, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidator can be reached at:

            Richard Gordon
            Maples Finance Limited
            P.O. Box 1093, George Town
            Grand Cayman, Cayman Islands


GLASGOW MACKINTOSH: Sets Final Shareholders Meeting on March 6
--------------------------------------------------------------
Glasgow Mackintosh Master Fund Limited will hold its final
shareholders' meeting on  March 6, 2008, at the registered
office of the company.

These matters will be taken up during the meeting:

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

Glasgow Mackintosh's shareholders decided on Dec. 6, 2007, to
place the company into voluntary liquidation under The Companies
Law (2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

            Joshua Grant
            Maples Finance Limited
            P.O. Box 1093, George Town
            Grand Cayman, Cayman Islands


MANE (CAYMAN): Proofs of Claim Filing Deadline is March 6
---------------------------------------------------------
Mane (Cayman) No. 1 Ltd.'s creditors have until March 6, 2008,
to prove their claims to Steven O'Connor and Richard Gordon, 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.

Mane (Cayman)'s shareholders agreed on Jan. 22, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

             Steven O'Connor and Richard Gordon
             Maples Finance Limited
             P.O. Box 1093, George Town
             Grand Cayman, Cayman Islands


MANE (CAYMAN): Sets Final Shareholders Meeting for March 6
----------------------------------------------------------
Mane (Cayman) No. 1 Ltd. will hold its final shareholders'
meeting on March 6, 2008, at the registered office of the
company.

These matters will be taken up during the meeting:

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

Mane (Cayman)'s shareholders decided on Jan. 22, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidator can be reached at:

            Richard Gordon
            Maples Finance Limited
            P.O. Box 1093, George Town
            Grand Cayman, Cayman Islands


NEWTON RE: AM Best Puts BB Rating on US$150-Mln Class A Notes
-------------------------------------------------------------
A.M. Best Co. has assigned a debt rating of "bb" to the
US$150 million Series 2008-1 Class A principal at-risk variable
rate notes due Jan. 7, 2011, issued by Newton Re Limited.  The
rating outlook is stable.

The notes are the second series to be issued under the issuer's
principal-at-risk variable rate note program, and in the future,
additional notes may be issued under this program.

The primary business purpose for the creation of the issuer is
for the issuance of the notes or more series of notes, and the
service and performance of various agreements entered into
between the issuer and other parties.  The agreements include
the risk transfer contract between the issuer and three entities
of Catlin Group Limited: Catlin Insurance Company Limited,
Catlin Insurance Company (UK) Ltd. and Lloyd's Syndicate 2003;
the swap agreement between the issuer and Lehman Brothers
Special Financing Inc. (the swap counterparty); and other
related agreements and activities.

Under the risk transfer contract, the issuer will provide Catlin
with up to US$150 million of protection against United States
windstorms and earthquakes (including Canadian earthquakes
affecting Catlin's business in the United States), Japanese
earthquakes and typhoons, and European windstorms over a three-
year period beginning Feb. 22, 2008.  This will cover losses
above a specific reinsurance attachment point from Catlin's
three classes of business that are exposed to covered events in
the covered areas.  In exchange for receiving the multi-year
reinsurance coverage, Catlin will make periodic premium payments
to the issuer.  The reinsurance attachment point, exhaustion
point, insurance percentage, currency factor and portfolio mix
factor will be re-calculated on an annual basis during the risk
period using the subject business information as of July 1, and
the modeling adjustment factors from Catlin and shall become
effective August 15 of each year.

Proceeds from the issuance of the notes will be deposited into a
collateral account and will be available to pay amounts owed by
the issuer to Catlin under the risk transfer contract.  This
includes loss payments required to be made by the issuer under
the risk transfer contract, amounts owed to the swap
counterparty and payments in respect of the notes issued under
an indenture between the issuer and The Bank of New York, the
indenture trustee.  All funds in the collateral account will be
invested as per the investment guidelines set in the indenture,
which governs the selection of the directed investment/s to be
acquired.  The notes are with limited recourse to certain
assets of the issuer and are without recourse to Catlin or any
of its affiliates.

The assigned rating represents A.M. Best's opinion as to the
issuer's ability to meet its financial obligations to security
holders when due.  The rating of the notes takes into
consideration a multitude of factors including the annualized
modeled attachment probability of 1.40% as provided by Catlin,
limited review by Risk Management Solutions, Inc. of Catlin's
modeling procedures and a review of the structure and the
transaction's legal documentation.  In addition, the rating
considers an assessment of (1) Catlin's ability under the risk
transfer contract to make periodic payments (reinsurance
premium, swap spread and expense reimbursements) to the issuer,
and (2) the swap counterparty's ability to meet its obligations
under the swap agreement.

Newton Re Limited is an exempted special purpose company
licensed as a Class B insurer in the Cayman Islands.


NEWTON RE: S&P Rates US$150MM Class A Notes Due Jan. 2011 at BB
---------------------------------------------------------------
Standard & Poor's Ratings Services had assigned its 'BB' debt
rating to the notes issued by Newton Re Ltd.:

   -- US$150 million series 2008-1 class A principal-at-risk
      variable-rate notes due Jan. 7, 2011.

The rating was assigned to the notes when the transaction closed
on Feb. 21, 2008.
     
The notes were issued by Newton Re, a special-purpose, Cayman
Islands-exempted company whose ordinary shares are held in
charitable trust.  The proceeds of the notes were invested in
high-quality assets within a collateral account.
     
The issuer swaps the total return of the asset portfolio with
Lehman Brothers Special Financing Inc. (LBSF; affiliated to
Lehman Brothers Holding Inc., rated A+/Stable/A-1) in exchange
for quarterly payments based on the London interbank offered
rate.  Concurrently with issuing the notes, Newton Re entered
into a reinsurance contract with three Catlin entities: Catlin
Insurance Co. Ltd., Catlin Insurance Co. (UK) Ltd. (both rated
A-/Positive/--), and Catlin Underwriting Agencies - Syndicate
2003 at Lloyd's of London.
     
This contract will provide indemnity to Catlin for 56.3% of
losses should it experience aggregate losses from covered events
of between US$792.7 million and US$1,059.3 million.  Covered
losses include named losses that exceed US$20 million from
United States windstorm and earthquake, Japanese earthquake and
typhoon, and European windstorm.
     
The issuer uses payments received from Catlin under the
reinsurance counterparty contract and the proceeds from the
total return swap with LBSF to make the scheduled payments to
the noteholders.  Catlin will pay the upfront and ongoing
expenses of Newton Re in connection with this security issuance.     

The starting point for assigning a rating to these notes is the
initial modeled probability of attachment, which will be 1.40%
at each reset.  However, the notes afford Catlin flexibility in
its underwriting; as a result, the probability could increase or
decrease by 0.14% before it is obliged to perform an additional
reset the attachment and exhaustion points.  S&P rated to the
most conservative scenario, that is, a probability of attachment
of 1.54%.
     
The probability of attachment given above was calculated by
Catlin using software licensed from Risk Management Solution
Inc. and incorporates various adjustment factors that are
intended to ensure the modeled results are more representative
of Catlin's internal view of potential losses.  The factors
adjust for data quality, loss amplification, and consequential
losses.  As a result, the attachment point is higher than the
unadjusted near-term estimate.
     
During the rating process, S&P reviewed the report produced by
Risk Management describing Catlin's modeling procedure, and the
rating agency relied upon its content and discussions with Risk
Management to form an opinion.  In particular, Risk Management
Solution Inc. believed that, subject to the limited nature of
its review, the catastrophe modeling process methodology and
assumptions employed were reasonable and could be expected to
produce an estimated probability distribution that is a
reasonably conservative representation of the underlying risks.
     
Even so, S&P incorporated a larger cushion into the rating on
Newton Re's notes than might typically be used for other,
similar catastrophe bonds.  This was done to reflect a number of
transaction-specific factors, such as the lack of a
comprehensive third-party data review and Catlin's decision to
model the risks itself.  Indemnity bonds pass the model and
operational risks to investors, so S&P applied a significant
cushion to allow for the possibility that the data -- which
underpins the model output -- may not be fully representative of
the risks.  Both primary insurers and reinsurers rely upon their
cedents for the quality of their data.  However, the issue is
even more acute for reinsurers as they are one step further
removed from the original insured.  Consequently, they are less
able to verify certain inputs that are important to the modeling
process.
     
However, investors are likely to draw confidence from the
alignment of their interests with those of Catlin: Catlin
will initially retain 43.7% of losses to the layer and cannot
retain less than 10% of losses to the layer.  This retention
level does not take into account application of reinsurance or
other protection that responds to nonindemnity triggers, whether
or not such protection covers excess of specific losses covered
by Catlin.
     
The ratings on the notes are also based on the creditworthiness
of Catlin as reinsurance counterparty and of LBSF as the total
return swap counterparty.

Newton Re Limited is an exempted special purpose company
licensed as a Class B insurer in the Cayman Islands.


PARMALAT SPA: Banca Monte dei Paschi Settles for EUR79.5 Million
----------------------------------------------------------------
Parmalat S.p.A. and Banca Monte dei Paschi di Siena S.p.A. have
reached an agreement that settles all reciprocal claims that
led to litigation arising from operations in the period
preceding the insolvency declaration of the Parmalat Group in
December 2003.

The settlement brings to an end all revocatory and damages
actions and all claims both pending and potentially to be filed
against the Monte dei Paschi di Siena Group.  As a result
of the settlement, the Monte dei Paschi di Siena Group will pay
Parmalat a total amount of EUR79.5 million and will pay to the
Extraordinary Commissioner for the companies under extraordinary
administration a total amount of EUR500,000.

Similar settlements have been reached between the Monte dei
Paschi di Siena Group and the Commissioner of the Extraordinary
Administration of Parmatour Group, Parma Associazione Calcio and
other companies of the former Parmalat Group still in
Extraordinary Administration.

These agreements provide for the withdrawal of all pending and
potential actions by the Extraordinary Commissioner and the
payment by the Monte dei Paschi di Siena Group of an amount of
EUR9.5 million to the Parmatour Group under Extraordinary
Administration as well as the payment of an amount of EUR500,000
to Parma Associazione Calcio under Extraordinary Administration.
Parmalat and Monte dei Paschi di Siena and the Extraordinary
Commissioner express their satisfaction for having reached this
settlement.

                          About Parmalat

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

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

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

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

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

The Honorable Robert D. Drain presides over the Parmalat
Debtors' U.S. cases.  On June 21, 2007, the U.S. Court Granted
Parmalat Permanent Injunction.


SCOTTISH RE: Market Conditions Cues Board to Change Strategy
------------------------------------------------------------
Scottish Re Group Limited's Board of Directors has determined to
alter the company's strategic focus.  The change in strategy is
a direct response to prevailing market conditions and other
business challenges including:

    * The continuing deterioration in the market for sub-prime
      and Alt-A residential mortgage-backed securities and the
      resulting adverse impact this has had, and will likely
      continue to have, on the Company's consolidated investment
      portfolio;

    * The ratings action taken by Standard & Poor's on Jan. 31,
      2008 lowering the financial strength ratings of the
      company's operating subsidiaries from BB+ to BB (marginal)
      and placing the ratings on CreditWatch with negative
      implications, as well as the negative outlook placed on
      the company's financial strength ratings by other rating
      agencies, with the resulting material negative impact on
      the company's ability to achieve its goal of an A- or
      better rating by the middle of 2009; and

    * The material negative impact of ratings declines and
      negative outlooks by rating agencies on the company's
      ability to grow its life reinsurance businesses and
      maintain its core competitive capabilities.

In light of these circumstances, the Board instructed management
to prepare an assessment of the various strategic alternatives
that might be available to the company to maximize shareholder
value. In that regard, on Jan. 21, 2008 the Board established a
Special Committee of the Board to evaluate the alternatives
developed by management.  The Special Committee does not include
any Board members designated for election by SRGL Acquisition,
LDC (an affiliate of Cerberus Capital Management, L.P.) nor
MassMutual Capital Partners LLC (or their affiliates), who
together are the Company's majority shareholders.  The Special
Committee engaged a financial advisor and legal counsel to
assist in their evaluation process.  Subsequent to various
meetings and upon careful consideration, the Special Committee
recommended to the Board, at its regularly scheduled meeting on
Feb. 21, 2008, to accept management's revised business strategy.  
The Board unanimously adopted the Special Committee's
recommendations and the company will now actively pursue the
following key strategies:

    * Pursue dispositions of the company's non-core assets or
      lines of business, including the International Life
      Reinsurance segment and the Wealth Management business;

    * Develop, through strategic alliances or other means,
      opportunities to maximize the value of the company's core
      competitive capabilities within the North American Life
      Reinsurance segment, including mortality assessment and
      treaty administration; and

    * Rationalize the company's cost structure to preserve
      capital and liquidity.

There can be no assurance that any of these key strategies will
be successful and each of them may be subject to review by
insurance regulators.  The company will report further
developments regarding any strategic actions only as
circumstances warrant.

As a result of the decision by the Board to pursue the revised
strategies and in recognition of the change in the company's
circumstances and the impact thereof on the company's growth
prospects, the company has established a retention program for
certain essential employees that provides financial incentives
to remain with the company.

Scottish Re Group Ltd. -- http://www.scottishre.com/-- is a   
global life reinsurance specialist.  Scottish Re has operating
businesses in Bermuda, Grand Cayman, Guernsey, Ireland, the
United Kingdom, United States, and Singapore.  Its flagship
operating subsidiaries include Scottish Annuity & Life Insurance
Company (Cayman) Ltd. and Scottish Re (US), Inc.  Scottish Re
Capital Markets, Inc., a member of Scottish Re Group Ltd., is a
registered broker dealer that specializes in securitization of
life insurance assets and liabilities.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 19, 2008, Moody's Investors Service placed Scottish Re
Group Limited's Senior unsecured  shelf of (P)Ba3; subordinate
shelf of (P)B1; junior subordinate shelf of (P)B1; preferred
stock of B2; and preferred stock shelf of (P)B2 ratings on
review for downgrade.


SFCPX FUNDING: Proofs of Claim Filing is Until March 6
------------------------------------------------------
SFCPX Funding Corporation's creditors have until March 6, 2008,
to prove their claims to Richard Gordon and Jan Neveril, 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.

SFCPX Funding's shareholders agreed on Jan. 21, 2008, to place
the company into voluntary liquidation under The Companies Law
(2004 Revision) of the Cayman Islands.

The liquidators can be reached at:

             Richard Gordon and Jan Neveril
             Maples Finance Limited
             P.O. Box 1093, George Town
             Grand Cayman, Cayman Islands


TTB FINANCE: Sets Final Shareholders Meeting on March 6
-------------------------------------------------------
TTB Finance Cayman Limited will hold its final shareholders'
meeting on March 6, 2008, at the registered office of the
company.

These matters will be taken up during the meeting:

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

TTB Finance's shareholders decided on Dec. 5, 2007, to place the
company into voluntary liquidation under The Companies Law (2004
Revision) of the Cayman Islands.

The liquidators can be reached at:

            Joshua Grant
            Jan Neveril
            Maples Finance Limited
            P.O. Box 1093, George Town
            Grand Cayman, Cayman Islands



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

EASTMAN KODAK: Dennis Strigl Elected on Board of Directors
----------------------------------------------------------
Eastman Kodak Company has elected Dennis F. Strigl, President
and Chief Operating Officer of Verizon Communications, to its
board of directors, effective Feb. 21, 2008.

Mr. Strigl, 61, became President and COO of Verizon in January
2007.  In 2000, he was responsible for bringing together the
domestic wireless operations of Bell Atlantic, Vodafone AirTouch
and GTE to form Verizon Wireless, for which he served as
President and CEO until being named to his current position with
the company.

“I am pleased to welcome Denny Strigl to our board,” said
Antonio M. Perez, Kodak's Chairman and Chief Executive Officer.  
“Denny is widely recognized as one of the most prominent
architects of the wireless communications industry.  He launched
the first cellular communications network in the U.S. while
leading Ameritech's Mobile Communications business, and during
his leadership at Verizon Wireless, increased the company's
revenue by nearly 121 percent.  Denny will bring a depth of
experience to the board in an industry that is increasingly
relevant to Kodak.”

Mr. Strigl received his bachelor's degree in business
administration from Canisius College, and his MBA from Fairleigh
Dickinson University.  He began his career with New York
Telephone and held positions at AT&T and Wisconsin Telephone
before becoming Vice President of American Bell, Inc.  His
career took him to senior leadership positions at Ameritech
Mobile Communications, Bell Atlantic, and Bell Atlantic Global
Wireless, where he was named president and CEO in 1991.

Mr. Strigl is past chairman of the Board of Directors of the
Cellular Telecommunications and Internet Association, and serves
on the boards of directors of Verizon Wireless, Anadigics Inc.,
PNC Financial Services Group and PNC Bank.  He also serves as
chairman of the Board of Trustees of Canisius College.

Mr. Strigl's election brings the Kodak board to 12 members, 11
of whom are independent directors, with Antonio Perez serving as
the only non-independent director.

                       About Eastman Kodak

Headquartered in Rochester, New York, Eastman Kodak Co. (NYSE:
EK)-- http://www.kodak.com/-- develops, manufactures, and
markets digital and traditional imaging products, services, and
solutions to consumers, businesses, the graphic communications
market, the entertainment industry, professionals, healthcare
providers, and other customers.

The company has operations in Argentina, Chile, Denmark, Greece,
Jordan, Yemen, Australia, China among others.

                        *     *     *

In September 2007, Standard & Poor's Ratings Services affirmed
its 'B+' corporate credit rating on Eastman Kodak Co. and
removed the ratings from CreditWatch, where they had been placed
with negative implications on Aug. 2, 2006.  S&P said the
outlook is negative.


GMAC LLC: Weak Operating Environment Cues S&P's Rtng. Downgrades
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Residential Capital LLC and GMAC LLC.  Residential Capital LLC
was downgraded to 'B/C' from 'BB+/B'. GMAC LLC was downgraded to
'B+/C' from 'BB+/B'.  The outlook for both entities is negative.
      
"The ratings actions on Residential Capital LLC are based on the
continuing challenges the company faces as it attempts to return
to profitability, a still-difficult funding environment, and our
perception of the reduced potential for parental support from
the ultimate parents, General Motors Corp. (GM; 49% ownership in
GMAC LLC, which in turn owns 100% of Residential Capital LLC)
and Cerberus Capital Management L.P. (51% ownership in GMAC
LLC)," said Standard & Poor's credit analyst John Bartko.  After
reporting sizeable losses during the past several quarters
(US$921 million for fourth-quarter 2007), there is a greater
probability of continued losses into 2008, with the likelihood
that the larger losses would come earlier in the year.  This
heightens the risk that Residential Capital LLC could breach its
US$5.4 billion tangible net worth covenant, as year-end tangible
net worth was US$6 billion.  As a result, the probability of
required parental support during the near term has increased.
      
"The ratings actions on GMAC LLC are not only driven by the
diminished value of its ownership stake in Residential Capital
LLC, but also a challenging funding environment and expectations
for a weaker operating environment in the auto lending
business," added Mr. Bartko.  GMAC LLC's ownership of
Residential Capital LLC afforded GMAC LLC a degree of diversity
which, along with GMAC LLC's ownership structure, separated it
from its lower rated parent, GM (B/Stable/B-3).  At this point,
although the ratings on GMAC LLC are not aligned with those on
GM, the advantage that Residential Capital LLC provides is
materially diminished, and the remaining one-notch uptick
reflects that.  Without diversification from Residential Capital
LLC, S&P could revisit the idea of separating the ratings on
GMAC LLC from those on GM, as one outcome would include
considering GMAC LLC as a captive finance company, with the
ratings on GMAC LLC and GM aligned.  On the other hand, the
benefits of GMAC LLC's unique ownership structure would counter
this point.      

The outlook on GMAC LLC and Residential Capital LLC is negative.   
S&P expects company downgrades to be driven by Residential
Capital LLC's failure to secure capital in excess of anticipated
quarterly losses or liquidity deterioration, which would lessen
the company's ability to navigate through upcoming debt
maturities.   Revising Residential Capital LLC's outlook to
stable would depend on whether the company can generate
sustained earnings, and grow and maintain capital at adequate
levels.
     
If there is a failure at Residential Capital LLC, S&P could
reconsider its ratings on GMAC LLC.  Without Residential Capital
LLC, S&P acknowledges that GMAC LLC is a pure captive finance
company of GM and, as such, the ratings on GMAC LLC could be
aligned with those on GM.  S&P would need to weigh this against
the benefits of GMAC LLC's ownership structure.  Revising GMAC
LLC's outlook to stable would depend on whether Residential
Capital LLC's operations return to profitability, with less
concern about capital covenant violations.  Furthermore, there
would need to be evidence of improvement in the operating
environment for auto lending in general and, more specifically,
improving asset quality and earnings trends at GMAC LLC.

GMAC LLC -- http://www.gmacfs.com/-- formerly General Motors
Acceptance Corporation, is a global, diversified financial
services company that operates in approximately 40 countries in
automotive finance, real estate finance, insurance and other
commercial businesses.  GMAC was established in 1919 and employs
approximately 26,700 people worldwide.  Cerberus Capital
Management LP bought 51% GMAC LLC stake from General Motors
Corp. on December 2006.  Its Latin American operations are
located in Argentina, Brazil, Chile, Colombia, Mexico and
Venezuela.


NOVA CHEMICALS: Fitch Affirms 'BB-' Issuer Default Rating
---------------------------------------------------------
Fitch Ratings affirmed the ratings of NOVA Chemicals Corporation
as:

  -- Issuer Default Rating at 'BB-';
  -- Senior unsecured notes and revolver at 'BB-';
  -- Senior secured revolving credit facility at 'BB+';
  -- Retractable preferred shares at 'BB+'.

The Rating Outlook is Stable.

While Fitch has some concerns about the short-term refinancing
risks facing the company, these concerns are offset by recent
operational and cash flow improvements at NOVA, as well as its
reasonable access to liquidity.  In August of 2008, US$125
million of 7.25% notes can be put to the company by bondholders.  
At the end of October, $126 million in preferred securities come
due, net of restricted cash.  Finally, the company has US$250
million in 7.4% notes which mature in the first part of 2009.

In 2007, NOVA's credit metrics and cash flow improved on the
back of strong performance in its core olefins/polyolefins
business, with full year EBITDA surging to US$885 million,
driven largely by access to relatively cheap Alberta natural gas
feedstocks and the wide differentials between crude and natural
gas prices on a btu-equivalent basis.  As a result, EBITDA/Gross
Interest coverage rose to approximately 4.8 times in 2007 versus
last year's 4.0x, while leverage metrics also improved.  Free
cash flow rose to US$142 million from the US$97 million seen
last year, comprised of cash flow from operations of US$329
million, capex of US$156 million, and dividends of US$31
million.

NOVA's liquidity remains reasonable.  At year-end 2007, Fitch
calculates the company had a total of US$638 million of
available liquidity, including US$118 million in unrestricted
cash,  US$434 million in available revolver capacity and US$86
million in remaining capacity on its A/R securitization program.  
Fitch notes that the company plans to extend one of its US$100
million revolvers which is set to expire later this year.  NOVA
Corp's total debt at YE2007 was just under US$1.8 billion,
including long-term debt of US$1.54 billion and US$257 million
in current debt.  As of YE2007, NOVA's debt-to-capitalization
ratio was 48%, well within 60% revolver covenant limits.

Headquartered in Calgary, Alberta, Canada, Nova Chemicals Co.
(NYSE:NCX) (TSX:NCX) -- http://www.novachem.com/-- is a leading
producer of ethylene, polyethylene, styrene, polystyrene, and
expanded polystyrene.  Nova Chemicals' manufacturing sites are
strategically situated throughout Canada, the US and South
America.  Its South American operations are located in Chile.



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

GERDAU SA: Inks Purchase Accord for Cleary Holdings
---------------------------------------------------
Gerdau S.A. has signed a purchase agreement to acquire a 50.9%
stake in Cleary Holdings Corp., which controls coke production
units and coking coal reserves in Colombia.

Gerdau's current annual capacity is 1.0 million tons of coke,
and its coking coal reserves are estimated to be 20 million
tons.  The entire production is exported, mainly to the United
States, Peru, Canada and Brazil.

The disbursement for the 50.9% stake in Cleary Holdings is US$59
million. The transaction remains subject to approval by
regulatory agencies in Colombia.

This acquisition is in line with Gerdau Group's growth strategy
in the Americas and represents an important step in order to
assure basic inputs for the steel production.

As reported in the Troubled Company Reporter-Latin America on
Feb. 22, 2008, Quanex reported that it would hold a special
meeting of stockholders on March 31, 2008, to approve and adopt
the agreement and plan of its merger with a subsidiary of Gerdau
S.A.  

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

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Nov. 26, 2007, Moody's Investors Service affirmed Gerdau S.A.'s
Ba1 corporate family rating and stable outlook.



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

SIRVA INC: Asks Court to Extend Schedules Filing Deadline
---------------------------------------------------------
Sirva Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to extend their time
to file schedules of assets and liabilities, and statements of
financial affairs.

Under Section 521 of the Bankruptcy Code and Rule 1007 of the
Federal Rules of Bankruptcy Procedure, a Chapter 11 debtor must
file its schedule of assets and liabilities; schedule of current
income and expenditures; schedule of executory contract and
unexpired leases; and statement of financial affairs within 15
days after the Petition Date.

The Debtors want their deadline moved to April 20, 2008, or 75
days after their bankruptcy filing.

In the event the Debtors' prepackaged plan of reorganization is
confirmed prior to the filing deadline, the Debtors ask the
Court to permanently waive the requirement that the Schedules
and Statements be filed.

Marc Kieselstein, P.C., at Kirkland and Ellis LLP in Chicago,
Illinois, the Debtors' proposed counsel, tells Judge Peck that
the Debtors have tens of thousands of creditors, excluding the
hundreds of thousands of individual customers they serviced over
the last three years.  The ordinary operation of the Debtors'
businesses require the Debtors to maintain voluminous books and
records, and complex accounting systems.

Accordingly, substantial time is required for the Debtors to
complete the Schedules and Statements, given the complexity of
their affairs, the number of their creditors, and the fact that
they have not yet received nor entered certain prepetition
invoices into their financial accounting systems.

Moreover, the Debtors believe that the time and expense in
assembling the Schedules and Statements are unnecessary, since
they have sought the expeditious confirmation of their Plan
within the next 40 days.

Mr. Kieselstein explains that the information in the Debtors'
Schedules and Statements is already available in the Disclosure
Statement and their filings with the Securities and Exchange
Commission, and to require the filing will be duplicative and
burdensome to the Debtors' estates.

According to Mr. Kieselstein, the Debtors' creditors or other
parties-in-interest will not be prejudiced by their request,
since majority of the creditors are unimpaired under the Plan.  
In addition, the Debtors' senior secured prepetition lenders,
the only class of creditors entitled to vote on the Plan under
the Bankruptcy Code, have given their support of the Plan.

The Debtors submit that the operational and financial burdens
entailed in compiling the Schedules and Statements, and the lack
of prejudice to creditors, constitute good and sufficient cause
to waive their obligation to file the Schedules and Statements
upon confirmation of the Plan, if confirmation occurs within the
extended time period.

A hearing on the Debtors' request is scheduled on
Feb. 25, 2008, at 10:00 a.m. prevailing Eastern time.  

                         About SIRVA Inc.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation      
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home
purchase and home sale services, household goods moving,
mortgage services and home closing and settlement services.  
SIRVA conducts more than 300,000 relocations per year,
transferring corporate and government employees along with
individual consumers.  SIRVA's brands include Allied, Allied
International, Allied Pickfords, Allied Special Products, DJK
Residential, Global, northAmerican, northAmerican International,
Pickfords, SIRVA Mortgage, SIRVA Relocation and SIRVA
Settlement.  The company has operation in Costa Rica.

The company and 61 of its affiliates filed separate petitions
for Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case
No. 08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis,
L.L.P. is representing the Debtor.  An official Committee of
Unsecured Creditors has been appointed in this case.  When the
Debtors filed for bankruptcy, it reported total assets of
US$924,457,299 and total debts of US$1,232,566,813 for the
quarter ended Sept. 30, 2007.

(Sirva Inc. Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).  



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

CERVECERIA NACIONAL: Offering DOP4.55 Bln. in Four-Year Bonds
-------------------------------------------------------------
Cerveceria Nacional Dominicana will offer DOP4.55 billion in
four-year corporative bonds, with yields higher than the banks'
average, the Dominican Republic's Securities Superintendence
posted on its Web site.

Dominican Today relates that the Securities Superintendence
authorized the offering.  Investment would be used to:

          -- expand the company's bottling operations,
          -- purchase machinery,
          -- transport and market products, and
          -- import and export products.

Headquartered in Santo Domino, Dominican Republic, Cerveceria
Nacional Dominicana, C. por A. is the leading beer company in
the Dominican Republic.  Cerveceria Nacional's main beer brands
are Presidente, Presidente Light and Bohemia, which account for
about 95% of revenues.  The company also is the leader in the
Dominican non-alcoholic malts market and has a growing export
business, which serves the U.S. East Coast, the Caribbean and
various other regions including Europe.  Cerveceria Nacional is
the main operating subsidiary of E. Leon Jimenes, a family-
controlled holding company.  Fiscal 2006 revenues reached about
US$497 million.

                        *     *     *

In May 2007, Moody's affirmed Cerveceria Nacional Dominicana's
Ba3 local currency corporate family rating.


PRC LLC: Files Chapter 11 Plan of Reorganization
------------------------------------------------
PRC LLC and its debtor-affiliates delivered to the U.S.
Bankruptcy Court for the Southern District of New York a Joint
Plan of Reorganization.

The Plan outlines how the Debtors propose to emerge from Chapter
11, including the treatment of creditors and equity holders.

Since its inception in 1982, Florida-based PRC and its
affiliates provided customer management solutions, with assets
of US$354,055,938 and shareholder equity of US$92,593,702 at the
end of 2007.  In the past year, however, certain events
adversely affected the company's overall financial performance,
including substantially unprofitable relationship with a key
client and lower percentage of business serviced at offshore
sites compared to competitors.

H. Philip Goodeve, the Debtors' proposed chief financial
officer, relates that the Plan provides for these transactions
to be effected on the Plan effective date:

   (i) Panther/DCP will transfer all of its membership interest
       in PRC to a newly formed limited liability company,
       Postconfirmation Panther/DCP; and

  (ii) The distributions for the Allowed Class 4 Prepetition
       First Lien Claims and the Allowed Class 5 Prepetition
       Second Lien Claims will be made, and all of the
       Pre-confirmation Equity Interests in Panther/DCP will be
       canceled.

Consistent with the intent that Post-confirmation Panther/DCP
will initially be treated as a partnership for federal income
tax purposes, no election will be made by Post-confirmation
Panther/DCP or, prior to the Effective Date, by Panther/DCP to
be taxed as a corporation for federal income tax purposes for
any period beginning on or before the Effective Date.

Pursuant to the Plan, the Reorganized Debtors may, on the
Effective Date:

   -- cause any or all of the Reorganized Debtors or to be
      merged into one or more of the Reorganized Debtors,
      dissolved or otherwise consolidated;

   -- cause the transfer of assets between or among the
      Reorganized Debtors; or

   -- engage in any other transaction in furtherance of the
      Plan.

The Plan provides for the classification and treatment of
claims asserted or to be asserted against the Debtors:

  Class      Designation             Treatment
  -----      -----------             ---------
   N/A       Allowed                 Claimants will receive  
             Administrative          cash in an amount equal
             Expense Claims          to the allowed
                                     administrative expense
                                     claim.
       
   N/A       Allowed Postpetition    Paid in full.
             Financing Obligation
             Claims

   N/A       Allowed Professional    Paid in full.
             Compensation &
             Reimbursement Claims

   N/A       Allowed Priority Tax    Claimants will receive             
             Claims                  cash in an amount
                                     equal to the Allowed
                                     Priority Tax Claim.

   Class 1   Allowed Other           Unimpaired. Claimants will
             Priority Claims         receive cash in an amount
                                     equal to the Allowed Other
                                     Priority Tax Claim.

   Class 2   Allowed Secured         Unimpaired. Claimants will
             Tax Claims              receive cash in an amount
                                     equal to the Allowed
                                     Secured Tax Claims.   

   Class 3   Allowed Other           Unimpaired. Claimants will
             Secured Claims          receive Cash in an amount
                                     equal to the Allowed Other
                                     Secured Tax Claims,
                                     including interest.
   
   Class 4   Allowed Prepetition     Impaired. Claimants will
             First Lien Claims       receive their Ratable
                                     Proportion of each of:
                               
                                     * US$40 million of the               
                                       Post-confirmation Second
                                       Lien Facility;

                                     * US$40 million of the
                                       Post-confirmation
                                       Unsecured Note; and

                                     * 80% of the equity
                                       interests of Post-
                                       confirmation Panther/DCP.
   
   Class 5   Allowed Prepetition     Impaired. Claimants will           
             Second Lien Claims      receive their Ratable
                                     Proportion of each of:

                                     * 20% of the equity
                                       interests of Post-
                                       confirmation Panther/DCP;

                                     * warrants to purchase up
                                       to 4% of the fully
                                       diluted equity interests
                                       of Post-confirmation
                                       Panther/DCP with an
                                       exercise price based on
                                       an enterprise value of
                                       US$170 million; and
      
                                     * warrants to purchase up
                                       to an additional 2% of
                                       the fully diluted equity
                                       interests of Post-
                                       confirmation Panther/DCP
                                       with an exercise price
                                       based on an enterprise
                                       value of US$200 million.

                                     The warrants may be
                                     exercised up to five years
                                     after the Effective Date.


   Class 6   Allowed General         Impaired. Claimants will  
             Unsecured Claims        receive their distribution
                                     pro rata share of US$_____
                                     in cash.
                            
   Class 7   Pre-confirmation        Impaired. Pre-confirmation
             Equity Interests        Equity Interests will be
                                     canceled on the Effective
                                      Date.

                      Financing Agreements

As of the Effective Date, the DIP Financing Agreement, the
Prepetition First Lien Credit Agreement, the Prepetition Second
Lien Credit Agreement and all Pre-confirmation Equity Interests
will be canceled without further action.

The Reorganized Debtors will enter into an Exit Facility on the
Effective Date.  The Exit Facility refers to financing to be
obtained by the Debtors in connection with the occurrence of the
Effective Date and emergence from Chapter 11, which (i) will not
exceed US$45 million in principal amount; (ii) will have a
maturity of no earlier than three years; and (iii) will have a
market rate of interest.

The Debtors intend to file Plan Supplements, including the Exit
Facility, with the Court no later than five days before the Plan
voting deadline.

              Company Management & Employee Benefits

According to Mr. Goodeve, the officers of the Debtors
immediately before the Effective Date will serve as the initial
officers of the Reorganized Debtors on and after the Effective
Date.

The Debtors' obligation as of the bankruptcy filing to indemnify
their directors, officers and employees against any claim or
action will remain unaffected.

Under the Plan, the Reorganized Debtors will continue to honor,
all existing employee compensation and benefit plans.  The
Reorganized Debtors will also continue to pay all retiree
benefits.  They, however, have the right to modify or terminate
the retiree benefits.

The Plan further contemplates that the Official Committee of
Unsecured Creditors will be dissolved on the Effective Date and
its members will be released and discharged of responsibilities.    

A full-text copy of the PRC Chapter 11 Plan is available for
free at http://researcharchives.com/t/s?2862

                          About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC
-- http://www.prcnet.com/-- is a leading provider of customer     
management solutions.  PRC markets its services to brand-
focused, Fortune 500 U.S. corporations and delivers these
services through a global network of call centers in the U.S.,
Philippines, India, and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of
Access Direct Telemarketing, Inc., each of which is a debtor and
debtor-in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring
and turnaround advisor.  Additionally, Evercore Group LLC
provides investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of
Dec. 31, 2007 showed total assets of US$354,000,000 and total
debts of US$261,000,000.  (PRC LLC Bankruptcy News, Issue No. 5;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or  215/945-7000)


PRC LLC: Wants Court to Fix May 1 as General Claims Bar Date
------------------------------------------------------------
PRC LLC and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of New York to establish May 1, 2008,
at 5:00 p.m., as the deadline for creditors to file proofs of
claim that arose before the bankruptcy filing against any of the
Debtors.

In addition, the Debtors ask the Court to fix July 21, 2008, as
the deadline for governmental units to file proofs of claim.

The Debtors propose that each person or entity that asserts a
claim against the Debtors that arose before the date of
bankruptcy must file an original, written proof of that claim
that:

   -- must substantially conforms to the Proof of Claim or
      Official Form No. 10;

   -- is written in the English language;

   -- indicate the amount and type of that claim;

   -- is denominated in lawful currency of the United States;

   -- indicate the Debtor against which the creditor is
      asserting a claim; and

   -- must be received on or before the applicable Bar Date by
      Epiq Bankruptcy Solutions, LLC, either by overnight
      delivery or hand delivery to:

                       Attn: PRC, LLC Claims Processing
                             757 Third Avenue, 3rd Floor
                             New York, New York 10017

      or mailed to:   PRC LLC Claims Processing
                       c/o Epiq Bankruptcy Solutions, LLC
                       FDR Station, P.O. Box 5082
                       New York, New York 10150-5082

Epiq will not accept proofs of claim sent by facsimile,
telecopy, or electronic mail transmission.

Any holder of a claim against the Debtors who is required, but
fails, to file a proof of the claim on or before the Bar Date
will be forever barred, estopped and enjoined from asserting his  
claim against the Debtors.  

The Debtors propose that these entities will not be required to
file a proof of claim on or before the Bar Dates:

   * Any person or entity whose claim is listed on the Debtors'
     schedules of assets and liabilities.

   * Any person or entity having a claim under Sections 503(b)
     or 507(a) of the Bankruptcy Code as an administrative
     expense of the Debtors' Chapter 11 cases.

   * Any holder of claim that has been paid in full by the
     Debtors.

   * Any person or entity that holds an interest in any Debtor,
     which is based exclusively on the ownership of membership
     interests, partnership interests, or warrants and rights to
     purchase, sell or subscribe to the security or interest.

   * Any Debtor having a claim against another Debtor.

   * Any holder of a claim that has been allowed by a Court
     order on or before the Bar Date.

   * Any person or entity that holds a claim solely against any
     of the Debtors' non-Debtor affiliates.

   * Any holder of a claim for which a separate deadline is
     fixed by the Court.

The Debtors also propose that any holder of a claim that arises
from the rejection of an executory contract or unexpired lease
must file a proof of claim based on the rejection by the later
of (i) the Bar Date or (ii) the date that is 30 days after the
effective date of the rejection.

In the event the Debtors amend or supplement their schedules,
they intend to notify any affected claimants of the amendment or
supplement and those claimants will be given 30 days from the
date of the notification to file their proofs of claim.

The Debtors intend to serve a copy of the Bar Date Notice to
certain parties-in-interest, including the U.S. Trustee and
counsel to the Official Committee of Unsecured Creditors,
counsel to The Royal Bank of Scotland plc, and counsel to Law
Debenture Trust Co. of New York.  

To facilitate and coordinate the claims reconciliation and Bar
Dates notice functions, Epiq will mail the Proof of Claim Forms
together with the Bar Date Notice within five days after
approval of the Debtors' request.

                          About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC
-- http://www.prcnet.com/-- is a leading provider of customer     
management solutions.  PRC markets its services to brand-
focused, Fortune 500 U.S. corporations and delivers these
services through a global network of call centers in the U.S.,
Philippines, India, and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of
Access Direct Telemarketing, Inc., each of which is a debtor and
debtor-in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring
and turnaround advisor.  Additionally, Evercore Group LLC
provides investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of
Dec. 31, 2007, showed total assets of US$354,000,000 and total
debts of US$261,000,000.

The Debtors submitted to the Court a Chapter 11 Plan of
Reorganization on Feb. 12, 2008.  (PRC LLC Bankruptcy News,
Issue No. 5; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PRC LLC: Wants to File Disclosure Statement by March 13
-------------------------------------------------------
PRC LLC and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of New York to fix March 13, 2008, as
the date by which they must file a disclosure statement with
respect to their Joint Plan of Reorganization.

The Debtors presented to the Court a Joint Plan of
Reorganization on Feb. 12, 2008.

To prepare the Disclosure Statement, the Debtors must compile
information from books, records, and documents relating to
myriad of claims, assets and contracts, Alfredo R. Perez, Esq.,
at Weil, Gotshal & Manges LLP, in Houston, Texas, asserts.  
"Th[ose] information is voluminous . . . and collection of the
necessary information requires an enormous expenditure of time
and effort on the part of the Debtors, their employees and their
retained financial advisors."

Mr. Perez explains that the Debtors need more time to gather and
analyze the information needed for the Disclosure Statement.  
"While the Debtors, with the help of their financial advisors,
are working diligently and expeditiously to prepare the
Disclosure Statement, resources are limited," he points out.

He adds that the Debtors have not been able to complete the
Disclosure Statement due to the amount of work entailed in
completing the Disclosure Statement and the competing demands
upon the Debtors' employees and professionals to assist efforts
to stabilize the Debtors' business operations and construct the
Plan within a mere 20 days from the bankruptcy filing.

                          About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC
-- http://www.prcnet.com/-- is a leading provider of customer     
management solutions.  PRC markets its services to brand-
focused, Fortune 500 U.S. corporations and delivers these
services through a global network of call centers in the U.S.,
Philippines, India, and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of
Access Direct Telemarketing, Inc., each of which is a debtor and
debtor-in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring
and turnaround advisor.  Additionally, Evercore Group LLC
provides investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of
Dec. 31, 2007, showed total assets of US$354,000,000 and total
debts of US$261,000,000.

The Debtors submitted to the Court a Chapter 11 Plan of
Reorganization on Feb. 12, 2008.  (PRC LLC Bankruptcy News,
Issue No. 5; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)



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

BRITISH AIRWAYS: Enters Conciliation Process Over Strike Action
---------------------------------------------------------------
British Airways plc and the British Airline Pilots Association
have agreed to begin a conciliation process with an independent
third party over the airline's plans to launch its new EU/US
subsidiary airline, OpenSkies.

This follows BALPA's announcement of a ballot in favor of taking
industrial action.  Both sides have expressed their strong
desire to achieve a peaceful outcome.

"We are confident that a settlement can be achieved through
conciliation," BA said.  "We understand that any threat of
industrial action is unsettling for our customers.  Our priority
is to protect our customers from the possibility of disruption."

Meanwhile, all British Airways flights continue to operate
normally.  

                      Strike Action Ballot

On Thursday, February 21, 2008, British Airways pilots have
voted overwhelmingly for strike action.  Such action would be
the first for nearly 30 years and would effectively ground BA
worldwide.

The dispute centers on BA's proposed new subsidiary airline
OpenSkies which will fly passengers from mainland European
capitals to the USA.  BALPA supports the growth of BA and the
launch of the OpenSkies service but opposes BA's intention to
use lower paid pilots recruited from outside.  BA plans to keep
their wages low even when OpenSkies becomes profitable.  BA
pilots also fear that BA management will use the lower paid
OpenSkies pilots as a trojan horse to force down their own pay
and conditions.

"We have seen it happening around the world," Jim McAuslan,
general secretary of BALPA, which represents over 3,000 of BA's
pilots, said.  "BA pilots are determined not to let the same
thing happen to them and to their families.  That is why BALPA
has drawn a line in the sand."

BA pilots voted 86% in favor of strike action in a massive 90%
poll.  There was a huge amount of debate during the ballot with
both BALPA and BA management encouraging members to vote.  Both
sides knew the importance of the decision.

"And BA pilots are saying loud and clear that they will not
tolerate what has happened elsewhere," Mr. McAuslan added.

"What BA pilots want is to have one pilot community for both the
mainline and the OpenSkies subsidiary, with the same
professional standards, equal opportunities for pilots to move
from mainline to OpenSkies and from OpenSkies to mainline, fair
promotion prospects and a safeguarding of BA mainline pilots pay
and conditions by the company giving us binding agreements."

                      About British Airways

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.


HUNTSMAN CORP: Incurs US$172.1-Million Net Loss in 2007
-------------------------------------------------------
Huntsman Corp. has disclosed its 2007 fourth quarter and full
year results.

                Fourth Quarter 2007 Highlights

   -- Revenues for the fourth quarter of 2007 were US$2,503.9
      million, an increase of 17% as compared to US$2,147.8
      million for the fourth quarter of 2006.

   -- Net income for the fourth quarter of 2007 was US$2.2
      million as compared to net income of US$80.2 million for
      the same period in 2006.  Adjusted net income from
      continuing operations for the fourth quarter of 2007 was
      US$47.7 million as compared to US$47.8 million or US$0.20
      for the same period in 2006.

   -- Adjusted EBITDA from continuing operations for the fourth
      quarter of 2007 was US$192.3 million, an increase of 13 %
      as compared to US$170.8 million for the same period in
      2006.

                       2007 Highlights

   -- Revenues for 2007 were US$9,650.8 million, an increase of
      11% as compared to US$8,730.9 million for 2006.

   -- Net loss for 2007 was US$172.1 million as compared to net
      income of US$229.8 million for 2006.  2007 net loss
      includes US$217.1 million of loss from discontinued
      operations and US$209.8 million in merger related expenses
      while 2006 results includes US$132.9 of loss from
      discontinued operations.  Adjusted net income from
      continuing operations for 2007 was US$261 million, an
      increase of 5% as compared to US$250 million for 2006.

   -- Adjusted EBITDA from continuing operations for 2007 was
      US$912.9 million as compared to US$923.7 million for 2006.

   -- Net interest expense declined by 19% to US$285.6 million
      in 2007 from US$350.7 million in 2006.

                   Summarized earnings are:

   -- On Feb. 16, 2008, all of its outstanding mandatory
      convertible preferred stock converted into 12,082,475
      shares of the company's common stock in accordance with
      the terms of the mandatory convertible preferred stock.

   -- On Jan. 25, 2008, the company announced that it had
      received notice from Hexion Specialty Chemicals, Inc. that
      Hexion will exercise its right under the Merger Agreement
      and Plan of Merger dated July 12, 2007 to extend the
      Termination Date by 90 days from April 5th to July 4th,
      2008.  Huntsman also announced on Oct. 4, 2007, that the
      company and Hexion had each received a request for
      additional information (commonly known as a "second
      request") from the Federal Trade Commission) under the
      Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
      amended.  Huntsman and Hexion have agreed with the Federal
      Trade Commission to allow the commission additional time
      to review the merger, such that the merger is not expected
      to be completed before May 3, 2008.

   -- On Nov. 5, 2007, the company completed the sale of its
      U.S. base chemicals business to Flint Hills Resources.  In
      connection with the sale it received approximately US$415
      million in proceeds.  The company previously completed the
      sale of its U.S. Polymers business in the third quarter of
      2007 for approximately US$354 million in proceeds.
      Financial results of these businesses are classified as
      discontinued operations for all periods presented.

President and Chief Executive Officer, Peter R. Huntsman stated:  
"I am very pleased with our fourth quarter results, as Adjusted
EBITDA from continuing operations was up 13% as compared to the
same period in 2006.  With the exception of Pigments, where the
continued weakness of the U.S. dollar and the recent softness in
U.S. residential construction activity has constrained
profitability, each of our segments posted very strong year-
over-year increases in Adjusted EBITDA.  Most notable however,
was our Polyurethanes segment, where MDI sales volumes were up
5% as compared to the fourth quarter of last year resulting in a
32% increase in Adjusted EBITDA relative to the comparable
period in 2006."

Mr. Huntsman continued, "We continue to work closely with Hexion
and the regulatory authorities in the U.S., Europe and elsewhere
to secure the approvals necessary to complete the merger.  Both
parties have made receipt of these approvals a top priority and
we would anticipate completing the merger shortly after they are
received.  While Huntsman and Hexion continue to operate as
separate companies, our management teams continue working on an
integration plan that will allow the combined organization to
capitalize on opportunities to reduce costs and improve
efficiencies, while also continuing to grow our businesses."

               Three Months Ended Dec. 31, 2007
        as Compared to Three Months Ended Dec. 31, 2006

Revenues for the three months ended Dec. 31, 2007 increased to
US$2,503.9 million from US$2,147.8 million during the same
period in 2006.  Revenues increased in the Polyurethanes,
Performance Products and Pigments segments due to higher average
selling prices and higher sales volumes.  Revenues increased in
the Materials and Effects segment due to higher average selling
prices, partially offset by lower volumes.

For the three months ended Dec. 31, 2007, EBITDA was US$102.3
million as compared to US$237.1 million in the same period in
2006.  Adjusted EBITDA from continuing operations for the three
months ended Dec. 31, 2007 was US$192.3 million, as compared to
US$170.8 million for the same period in 2006.

Polyurethanes:

The increase in revenues in the Polyurethanes segment for the
three months ended Dec. 31, 2007 compared to the same period in
2006 was due to higher average selling prices and higher sales
volumes.  MDI sales volumes increased 5% primarily as the result
of strong demand in insulation-related applications and the
adhesives and coatings markets, in particular Asia and Europe,
partially offset by lower volumes in certain residential
construction related end markets in North America.  PO and co-
product MTBE volumes increased due to improved productivity and
demand while average selling prices were higher primarily due to
higher raw materials costs.  MDI average selling prices
increased 8% primarily due to the strength of major European
currencies versus the U.S. dollar, improved demand and higher
raw material costs.

The increase in EBITDA in the Polyurethanes segment was
primarily the result of higher MDI volumes and increased margins
as higher average selling prices more than offset higher raw
material costs.  In addition, the MDI joint venture facility in
China was operational throughout the fourth quarter of 2007. In
PO and co-product MTBE, higher average selling prices and sales
volumes more than offset higher raw material costs.

Materials and Effects:

The increase in revenues in the Materials and Effects segment
for the three months ended Dec. 31, 2007 compared to the same
period in 2006 was due to higher average selling prices
partially offset by lower sales volumes.  Average selling prices
increased by 12% as average selling prices were up 11% in
textile effects and up 13% in advanced materials due to the
strength of major European currencies versus the U.S. dollar and
price increase initiatives in certain markets and regions.  
Total sales volumes decreased by 4% as advanced materials sales
volumes decreased by 3% and textile effects sales volumes
decreased by 6%.  The advanced materials business contributed
US$368.3 million in revenue for the three months ended Dec. 31,
2007, while the textile effects business contributed US$245
million in revenues for the same period.

The increase in EBITDA in the Materials and Effects segment was
primarily due to higher revenues discussed above partially
offset by higher raw materials and increased manufacturing and
selling, general and administrative costs.  The advanced
materials business contributed US$35.5 million of EBITDA for the
three months ended Dec. 31, 2007, while the textile effects
business contributed US$5.1 million for the same period.  During
the three months ended Dec. 31, 2007 the Materials and Effects
segment recorded restructuring, impairment and plant closing
costs of US$6.3 million in textile effects as compared to US$0.4
million for the same period in 2006.

Performance Products:

The increase in revenues in the Performance Products segment for
the three months ended Dec. 31, 2007, compared to the same
period in 2006 was the result of a 14% increase in sales volumes
and 12% increase in average selling prices.  The increase in
sales volumes was primarily attributable to higher demand in
performance specialties and improved demand and increased
production at the company's Port Neches facility in its
performance intermediates product group. In maleic anhydride and
licensing, volumes benefited from improved demand relative to
the 2006 period in certain UPR end markets.  Average selling
prices increased primarily due to the strength of major European
and Australian currencies against the U.S. dollar and in
response to higher raw material costs.

The increase in EBITDA in the Performance Products segment was
primarily due to the higher revenues discussed above, partially
offset by higher raw materials and increased manufacturing and
selling, general and administrative costs.  In addition, the
2006 period included income related to insurance proceeds
received for damages resulting from the 2005 U.S. Gulf Coast
storms.

Pigments:

The increase in revenues in the Pigments segment for the three
months ended Dec. 31, 2007 compared to the same period in 2006
was primarily due to an 11% increase in sales volumes.  Average
selling prices were unchanged as lower local currency selling
prices were offset by the strength of the major European
currencies versus the U.S. dollar.  Sales volumes increased
primarily due to increased customer demand in all regions.  
Average selling prices decreased in North American due to soft
market conditions primarily in the coatings and construction
related endmarkets, and in Europe, due to increased competition
from imports.

The decrease in EBITDA in the Pigments segment was primarily due
to lower local currency selling prices in North America and
Europe discussed above, together with higher raw materials,
manufacturing and selling, general and administrative costs
primarily due to the strength of the major European currencies
versus the U.S. dollar.

                    Discontinued Operations

On Nov. 5, 2007 Huntsman completed the sale of the assets that
comprise its U.S. base chemicals to Flint Hills Resources.  On
Aug. 1, 2007, the company completed the sale of the majority of
the assets that comprise its Polymers segment to Flint Hills
Resources.  On Dec. 29, 2006, it completed the sale of its
European petrochemicals business to SABIC.  Results from these
businesses have been classified as a discontinued operation.

During the fourth quarter of 2007, the company recognized
US$143.4 million of pretax loss on the sale of its U.S. base
chemicals business, US$4 million of pretax loss on the sale of
the U.S. polymers business and US$5.4 million of pretax gain on
the sale of the European petrochemicals business.  During the
fourth quarter of 2006 it recognized US$21.6 million of pretax
loss on the sale of the European petrochemicals business.

                     Corporate and Other

Corporate and other items include the results of Huntsman's
Australia styrenics business, gain from the sale of its U.S.
butadiene and MTBE business, unallocated corporate overhead,
loss on the sale of accounts receivable, unallocated foreign
exchange gains and losses, losses on the early extinguishment of
debt, merger associated expenses, minority interest, unallocated
restructuring costs, gain and loss on the disposition of assets,
the extraordinary gain on the acquisition of a business and
other non-operating income and expense.  In the fourth quarter
of 2007, the total of these items was income of US$17.4 million
as compared to a loss of US$66.2 million in the 2006 period.  
The increase in EBITDA from these items was primarily the result
of a US$69 million pretax gain recognized in the 2007 period
related to the final payment received on the sale of the
company's U.S. butadiene and MTBE business to Texas
Petrochemical Corporation.

                        Income Taxes

In the fourth quarter of 2007, the company recorded US$3.4
million of income tax benefit as compared to US$65 million of
income tax benefit in the comparable period of 2006.  During the
fourth quarter of 2007, it recorded income tax benefits from a
number of non-recurring items as well as income tax benefits
from changes in the tax jurisdiction location of the income and
losses realized during the period.  During the fourth quarter
2006, it recorded tax benefits of approximately US$44.2 million
resulting from the release of tax contingencies in the U.S. and
the U.K., US$7.9 million resulting from a change in the
statutory tax rate in The Netherlands, and increased benefits
from valuation allowance releases, including releases resulting
from changes in the geographic location of the income earned
during the period.

       Liquidity, Capital Resources and Outstanding Debt

As of Dec. 31, 2007, Huntsman had approximately US$774 million
in cash and unused borrowing capacity.  Proceeds received from
the sale of its U.S. base chemicals business and the receipt of
additional proceeds related to the sale of the U.S. butadiene
and MTBE business together with cash flow from operations were
used to repay borrowings under the revolving loan, reduce
borrowings under the accounts receivable securitization program,
support an increase in working capital and to fund capital
expenditures, including amounts related to the completion of the
Port Arthur, Texas facility rebuild.

For the three months ended Dec. 31, 2007, total capital
expenditures were approximately US$198 million as compared
to US$223 million for the same period in 2006.  For the year
ended Dec. 31, 2007, total capital expenditures were
approximately US$665 million as compared to US$550 million for
the same period in 2006.  During 2007, the company spent
approximately US$157 million in capital expenditures associated
with the rebuild of the Port Arthur, Texas facility which was
damaged by fire on April 29, 2006.  Huntsman expect to spend
approximately US$480 million on capital expenditures in 2008.

As a result of the fire damage at its Port Arthur, Texas
facility that occurred on April 29, 2006, the company have
received, and anticipate receiving additional, settlements of
insurance claims.  Huntsman incurred significant expenditures to
rebuild the facility.  It substantially completed the rebuild
and commissioning of the facility in the fourth quarter of 2007.  
As of Dec. 31, 2007, the company estimate that its remaining
payment related to certain expenditures for the rebuild the
former Port Arthur, Texas facility which have been substantially
completed but not yet invoiced was approximately US$40 million,
for which it have accrued a liability.  The company expects to
settle this obligation during the first half of 2008.  To date,
it has submitted proofs of loss totaling US$541 million, and the
company anticipates submitting additional proofs of loss.  As of
Dec. 31, 2007, it received insurance recovery advances totaling
US$305 million and entered into an agreement providing for an
additional recovery advance of US$20 million, all of which was
received by mid-February, 2008.  Huntsman anticipates that the
settlement of insurance claims will continue throughout 2008.

Huntsman Corp. -- http://www.huntsman.com/-- is a global
manufacturer and marketer of differentiated chemicals.  Its
operating companies manufacture products for a variety of global
industries, including chemicals, plastics, automotive, aviation,
textiles, footwear, paints and coatings, construction,
technology, agriculture, health care, detergent, personal care,
furniture, appliances and packaging.  Originally  known for
pioneering innovations in packaging and, later, for rapid and
integrated growth in petrochemicals, the company has 13,000
employees and operates from multiple locations worldwide.   Its
Latin American operations are in Argentina, Brazil, Chile,
Colombia, Guatemala, Panama and Mexico.

                         *     *     *

As reported in the Troubled Company Reporter on June 28, 2007,
Moody's Investors Service placed the debt ratings and the
corporate family ratings (CFR -- Ba3) for Huntsman Corporation
and Huntsman International LLC, a subsidiary of Huntsman under
review for possible downgrade.



===========
G U Y A N A
===========

DELTA AIR: Awards Workers with US$158,000,000 for Profit-Sharing
----------------------------------------------------------------
Delta Air Lines Inc.'s employees worldwide collectively received
US$158,000,000 in profit sharing, honoring the company's
commitment to recognize employees for their crucial role in
achieving financial and operational goals.  Employees'
individual payouts equal 5.5% of their eligible 2007 earnings.

In 2007, Delta employees also earned US$42,000,000 as part of
the airline's "Shared Rewards" program, which pays monthly
bonuses for meeting corporate operational goals.  Shared Rewards
and Profit Sharing paid to employees in 2007 will total
US$200,000,000, reflecting the achievement of Delta's 2007
operational and financial plan.

"The strength of Delta, the Delta Difference, resides in its
48,000 employees who make Delta the best in the industry --
they've earned their share of our company's success," said Delta
CEO Richard Anderson.  "And, as we continue to build our airline
into a global competitor, we remain committed to reinvesting in
the company and to the fundamental principle that all employees
share in the company's success."

Delta's profit sharing is part of the airline's broad-based
compensation program announced in March 2007 and designed to
allow all employees to share in the success of the company.  In
addition to Shared Rewards and profit sharing, as part of this
compensation package, Delta non-contract employees in 2007 also
received a significant distribution of unrestricted Delta stock;
a cash lump sum payment; pay increases; and a new defined
contribution retirement benefit.

                         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 25, 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.  (Delta Air Lines Bankruptcy News,
Issue No. 90; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or  215/945-7000)

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-Latin America on
Jan. 18, 2008, Standard and Poor's said that media reports that
Delta Air Lines Inc. (B/Positive/--) entered into merger talks
with UAL Corp. (B/Stable/--) and Northwest Airlines Corp.
(B+/Stable/--) will have no effect on the ratings or outlook on
Delta, but that confirmed merger negotiations would result in
S&P's placing ratings of Delta and other airlines involved on
CreditWatch, most likely with developing or negative
implications.


DELTA AIR: Earns US$1,600,000 in Full-Year Ended December 31
------------------------------------------------------------
Delta Air Lines, Inc., filed its annual report for the year
ended Dec. 31, 2007, on Form 10-K with the U.S. Securities and
Exchange Commission.  

Delta recorded a net income of US$1,600,000, which includes a
US$1,200,000 gain from reorganization items, net, primarily
reflecting a US$2,100,000 gain in connection with its emergence
from bankruptcy.  From an operational perspective, Delta
reported an operating income of US$1,100,000,000 for 2007.

According to Richard H. Anderson, Chief Executive Officer of
Delta, the airline's 2007 financial results also include
US$1,400,000,000 in cash flows generated from operations, net of
US$875,000,000 in cash used under the Plan of Reorganization.

During 2007, Delta paid US$1,000,000,000 in net debt, including
two then outstanding debtor-in-possession financing facilities,
bankruptcy-related obligations to Air Line Pilots Association,
International and the Pension Benefit Guaranty Corporation,
among other higher interest-bearing debt maturities, Mr.
Anderson said.

More than US$1,000,000 were invested in capital expenditures,
focused primarily on customer service initiatives, Mr. Anderson
adds.

Mr. Anderson discloses that aircraft fuel expense and related
taxes have become Delta's largest cost.  To manage the costs,
Delta hedged 38% of its fuel consumption in 2007, resulting in
an average fuel price per gallon of US$2.21.  Delta realized
US$111,000,000 in cash gains on fuel hedge contracts settled
during the year.

Delta also recorded fresh start adjustments relating primarily
to the revaluation of their aircraft leases, which increased
operating expense by US$19,000,000 and non-operating expense by
US$3,000,000.

Delta's active aircraft fleet is 359, with a combined passenger
revenue of US$16,928,000, Mr. Anderson says.

As of Dec. 31, 2007, Delta had a total of 55,044 full-time
equivalent employees, of which approximately 17% are represented
by unions.

                Emergence-Related Financial Reports

In connection with Delta's emergence from bankruptcy on
April 30, 2007, Delta has made these distributions of common
stock, as contemplated by the Plan of Reorganization:

  -- 278,000,000 shares of common stock to holders of allowed
     general, unsecured claims of US$12,500,000, with
     108,000,000 shares reserved for future distributions; and

  -- approximately 14,000,000 shares of common stock to eligible
     non-contract, non-management employees.

As of Jan. 31, 2008, Delta has issued debt securities and made
the distributions under the Plan, including, but not limited to:

   -- US$66,000,000 principal amount of senior unsecured notes
      in connection the Cincinnati Airport Settlement Agreement;

   -- an aggregate of US$133,000,000 in cash to holders of
      administrative claims, state and local priority tax
      claims, certain secured claims and de minimis allowed
      unsecured claims;

   -- US$225,000,000 in cash to the PBGC alongside the
      termination of the Pilot Plan; and

   -- US$650,000,000 in cash to fund an obligation with respect
      to the comprehensive agreement with the Air Line Pilots
      Association, International to reduce pilot labor costs.

Mr. Anderson reports that Delta entered into a senior secured
exit financing facility to borrow up to US$2,500,000,000 from a
syndicate of lenders, of which a a portion of the proceeds was
used to repay then outstanding debtor-in-possession financing
facilities.

Furthermore, Delta adopted a Bankruptcy Court-approved
compensation program allowing its 1,200 officers, director level
employees and other management personnel, to receive restricted
stock, stock options and performance shares, accordingly.  The
Management Program's compensation expense aggregated
US$109,000,000.

The airline gained a net US$2,100,000,000 due to its emergence
from bankruptcy, comprised of (1) a US$4,400,000,000 gain
related to the discharge of liabilities subject to compromise in
connection with the settlement of claims, (ii) a
US$2,600,000,000 charge associated with the revaluation of the
SkyMiles frequent flyer obligation and (iii) a US$238,000,000
gain from the revaluation of Delta's remaining assets and
liabilities to fair value.

Mr. Anderson reports that Delta's recent initiatives are
expected to generate positive momentum in their business,
including, among others:

   -- a joint venture agreement with Air France to share revenue
      and cost on certain transatlantic routes, which will be
      extended to all transatlantic flights in 2010;

   -- the right to offer nonstop flights between Atlanta and
      Shanghai, China, effective March 30, 2008;

   -- 16 new international routes launched; and

   -- the addition of a premium customer check-in facility in
      international terminal and the redesigning of airline
      schedules to reduce congestion and delays.

Mr. Anderson expects that Delta will meet its cash needs for
2008
from cash flows from operations, cash and cash equivalents,  
short-term investments and financing arrangements and an undrawn
US$1,000,000 revolving credit facility that is a part of its
exit facilities.  

Delta's cash and cash equivalents and short-term investments are
US$2,800,000,000 as December 31, 2007, Mr. Anderson discloses.

The company's balance sheet as of Dec. 31, 2007, showed total
assets of US$32,423,000,000, total current liabilities of
US$6,605,000,000, total non-current liabilities of
US$15,705,000,000, and total stockholders' equity of
US$10,113,000,000.  Its current assets as of Dec. 31, 2007, were
US$5,240,000,000.

A full-text copy of Delta's annual report is available for free
at http://researcharchives.com/t/s?286a

                         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 25, 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.  (Delta Air Lines Bankruptcy News,
Issue No. 90; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or  215/945-7000)

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-Latin America on
Jan. 18, 2008, Standard and Poor's said that media reports that
Delta Air Lines Inc. (B/Positive/--) entered into merger talks
with UAL Corp. (B/Stable/--) and Northwest Airlines Corp.
(B+/Stable/--) will have no effect on the ratings or outlook on
Delta, but that confirmed merger negotiations would result in
S&P's placing ratings of Delta and other airlines involved on
CreditWatch, most likely with developing or negative
implications.


DELTA AIR: FMR LLC and Lord Abbett Declare Stake Ownership
----------------------------------------------------------
FMR LLC and Lord, Abbett & Co. LLC declared their ownership of
interests in Delta Air Lines Inc. in a filing with the
Securities and Exchange Commission.

1. FMR LLC

FMR LLC, formerly known as FMR Corp., informed the SEC that as
of Feb. 13, 2008, it owns 40,365,899 shares of Delta Air, common
stock.  The shares constitute 14.999% of the total outstanding
stock of Delta, which issued the shares of stock upon its
emergence from bankruptcy.

FMR, located at 82 Devonshire Street, in Boston, Massachusetts,
has the sole power to dispose of all of the shares and vote or
to sole voting power of 3,155,349 of the shares.

FMR beneficially owns the shares on account of its ownership or
control of these entities:

    Entity                                      No. of Shares
    ------                                      -------------
    Fidelity Management & Research Co.             38,568,312
    Pyramis Global Advisors, LLC                       78,600
    Pyramis Global Advisors Trust Company             730,400
    Fidelity International Limited                    988,587

2. Lord, Abbett & Co. LLC

Lord, Abbett & Co. LLC beneficially owns 29,286,619 shares of
Delta Air, common stock.

According to a Form 13G filed with the Securities and Exchange
Commission, the shares constitute 10.88% of the total shares
outstanding as of Jan. 31, 2008.

There are 292,217,061 shares of Delta common stock outstanding
as of Jan. 31, 2008.

                         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 25, 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.  (Delta Air Lines Bankruptcy News,
Issue No. 90; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or  215/945-7000)

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-Latin America on
Jan. 18, 2008, Standard and Poor's said that media reports that
Delta Air Lines Inc. (B/Positive/--) entered into merger talks
with UAL Corp. (B/Stable/--) and Northwest Airlines Corp.
(B+/Stable/--) will have no effect on the ratings or outlook on
Delta, but that confirmed merger negotiations would result in
S&P's placing ratings of Delta and other airlines involved on
CreditWatch, most likely with developing or negative
implications.


DELTA AIR: To Launch Guyana-US One-Way Flights
----------------------------------------------
Delta Airlines will launch a one-way travel from New York, USA,
to Georgetown, Guyana, on July 2, 2008, CaribWorldNews reports.

Delta Airlines told CaribWorldNews that it secured the U.S.
government's authorization to serve Georgetown, Guyana, nonstop
from New York-JFK airport.

According to CaribWorldNews, the flight will have a US$279
special fare based on a round-trip purchase by March 14, 2008,
for travel completed by Dec. 12, 2008.  The flights will leave
JFK at 12:40 a.m. four times per week in these days:

          -– Tuesday,
          -- Wednesday,
          -- Friday, and
          -- Sunday.

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 25, 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.  (Delta Air Lines Bankruptcy News,
Issue No. 89; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

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 on Jan. 17, 2008,
Standard and Poor's said that media reports that Delta Air Lines
Inc. (B/Positive/--) entered into merger talks with UAL Corp.
(B/Stable/--) and Northwest Airlines Corp. (B+/Stable/--) will
have no effect on the ratings or outlook on Delta, but that
confirmed merger negotiations would result in S&P's placing
ratings of Delta and other airlines involved on CreditWatch,
most likely with developing or negative implications.



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

AIR JAMAICA: Gives Partial Payment of Workers' Deductions
---------------------------------------------------------
Air Jamaica has reached a settlement with the National Housing
Trust regarding outstanding employee deductions, partially
paying contributions for the year 2000, Radio Jamaica reports.

Radio Jamaica relates that earlier in February 2008, Air Jamaica
employees were denied of National Housing refunds due to the
non-payment of their deductions.

As reported in the Troubled Company Reporter-Latin America on
Feb. 15, 2008, Granville Valentine, vice president of the
National Workers Union representing the airline's employees,
said that Air Jamaica must pay all outstanding bills before its
sale.  The union demanded payment in workers' statutory
deductions before the airline is sold.  Union vice president
Granville Valentine insisted that the Air Jamaica prioritize the
issue of National Housing Trust arrears.  The union was worried
that Air Jamaica "could change hand without a settlement being
reached" on arrears that have been overdue for over ten years.

The National Housing told Radio Jamaica that because of Air
Jamaica's partial payment, it is able to refund eligible
applicants within the limit of the funds received.

According to Radio Jamaica, the payment will start with those
Air Jamaica employees whose applications for contributions made
in the year 2000 have already been received.  Refunds will be
made on a first-come-first-serve basis, until the funds are used
up.

The National Housing told Radio Jamaica that it is still having
negotiations with Air Jamaica to recover the outstanding sums.

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 own Air Jamaica
permanently.

                          *    *     *

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.

On July 21, 2006, Standard & Poor's Rating Services assigned a
"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, based on the government's
unconditional guarantee of both principal and interest payments.





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

BALLY TOTAL: Latham & Watkins Withdraws as Bankruptcy Counsel
-------------------------------------------------------------
Latham & Watkins LLP obtained authority from the U.S. Bankruptcy
Court for the Southern District of New York to withdraw as
counsel for Bally Total Fitness Holding Corp. and its debtor-
affiliates, for good cause shown.

David S. Heller, Esq., a partner at the firm, told the Court
that new investors Harbinger Capital Partners Master Fund I,
Ltd. and Harbinger Capital Partners Special Situations Fund
L.P., as sole owners of the Reorganized Bally Total Fitness
Holding Corp., are transitioning legal services to Kasowitz,
Benson, Torres & Friedman LLP, the legal counsel the New
Investors have used historically in restructuring matters.

The New Investors' decision to retain new counsel constitutes
good cause for Latham & Watkins to withdraw as counsel to the
Debtors, pursuant to requirements of Local Rule 2090-1 for the
Southern District of New York, Adam L. Shiff, Esq., at Kasowitz
Benson, noted.

Mr. Shiff informed the Court that Latham & Watkins will
coordinate with Kasowitz on the transition of the legal services
in order to  provide as seamless a transition as possible.

In a separate filing, Kasowitz Benson advised the Court that
that it has been substituted as counsel for the Reorganized
Debtors in place of Latham & Watkins.

                    About Bally Total Fitness

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/--  
operates fitness centers in the U.S., with over 375 facilities
located in 26 states, Mexico, Canada, Korea, China and the
Caribbean under the Bally Total Fitness(R), Bally Sports
Clubs(R) and Sports Clubs of Canada (R) brands.  Bally Total and
its affiliates filed for chapter 11 protection on July 31, 2007
(Bankr. S.D.N.Y. Case No. 07-12396) after obtaining requisite
number of votes in favor of their pre-packaged chapter 11 plan.  
Joseph Furst, III, Esq., at Latham & Watkins, L.L.P. represented
the Debtors in their restructuring efforts.  As of
June 30, 2007, the Debtors had US$408,546,205 in total assets
and US$1,825,941,546 in total liabilities.

The Debtors filed their Joint Prepackaged Plan & Disclosure
Statement on July 31, 2007.  On Aug. 13, 2007, they filed an
Amended Joint Prepackaged Plan and on Aug. 17 filed a Modified
Amended Prepackaged Plan.


BLUE WATER: Creditors Panel Wants to Hire Schafer as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
bankruptcy cases of Blue Water Automotive Systems, Inc., and its
debtor-affiliates seeks authority from Judge Marci B. McIvor of
the United States Bankruptcy Court for the Eastern District of
Michigan to retain Schafer and Weiner, PLLC, as its bankruptcy
counsel.

As counsel, Schafer will represent and assist the Creditors
Committee with all aspects of its role in the Debtors'
bankruptcy cases, as provided under Section 1103 of the
Bankruptcy Code.

Schafer will be paid according to its hourly rates and
reimbursed for any necessary out-of-pocket expenses:

      Professionals                 Hourly Rates
      -------------                 ------------
      Senior Members               US$295 - US$395
      Junior Members               US$230 - US$295
      Associate                    US$260 - US$145
      Legal Assistant                   US$120

Michael E. Baum, Esq., a member at Schafer & Weiner, PLLC, in
Bloomfield Hills, Michigan, assures the Court that his firm does
not represent any interest adverse to the Creditors Committee
and the Debtors' estate.  He adds that his firm is a
"disinterested person" as the term is defined in Section
101(14).

Mr. Baum, however, discloses that Schafer has represented
certain of the Debtors' creditors in matters wholly unrelated to
the bankruptcy cases.  Those creditors include:

   * Sundance Products Group, LLC,
   * Rhetech, Inc.,
   * Active Burgess Mould & Design,
   * Innovative Mold, Inc.,
   * Sejasmi Industries, Inc., and
   * Braidco Tool and Mold, Inc.

                   About Blue Water Automotive

Blue Water Automotive Systems, Inc. designs and manufactures
engineered thermoplastic components and assemblies for the
automotive industry.  The company's product categories include
airflow management, full interior trim/sub-systems, functional
plastic components, and value-added assemblies.  They are
supported by full-service design, program management,
manufacturing and tooling capabilities.  With more than 1,400
employees, Blue Water operates eight manufacturing and product
development facilities and has annual revenues of approximately
US$200 million.  The company's headquarters and technology
center is located in Marysville, Mich.

In 2005, KPS Special Situations Fund II, L.P., and KPS Special
Situations Fund II(A), L.P., acquired Blue Water Automotive
through a stock purchase transaction.  In 2006, the company
acquired the automotive assets and operations of Injectronics,
Inc., a manufacturer of thermoplastic injection molded
components and assemblies.  KPS then set about reorganizing the
company.  The company implemented a program to improve operating
performance and address its liquidity issues.  During 2007, the
company replaced senior management, closed two facilities, and
reduced overhead spending by one third.

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection Feb. 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case
No. 08-43196).  Blue Water's bankruptcy petition lists assets
and liabilities each in the range of $100 million to $500
million.  (Blue Water Automotive Bankruptcy News Issue No. 4,
Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or  215/945-7000).


BLUE WATER: Gets Court Permission to Use Cash Collateral
--------------------------------------------------------
Judge Marci B. McIvor of the United States Bankruptcy Court for
the Eastern District of Michigan authorized Blue Water
Automotive Systems, Inc., and its debtor-affiliates to use not
more than US$10,000,000 of their operating cash through
Feb. 25, 2008, for purposes provided under a proposed nine-week
budget commencing Feb. 20.

The Operating Cash includes (i) collections, if any, on
prepetition and postpetition receivables from participating
customers Ford Motor Company, General Motors Corporation, and
Chrysler, LLC, (ii) collections on prepetition and postpetition
receivables from other customers, and (iii) the $2,760,000 in
financial accommodations provided by the Participating
Customers.

A copy of the Nine-Week Proposed Budget is available for free
at:

      http://bankrupt.com/misc/bluewater_9WeekBudget.pdf

The Participating Customers will provide financial
accommodations of up to $2,762,000 to the Debtors during the
Interim Period:

     Customer              Cash Payment
     --------              ------------
     Ford                  US$1,890,000
     GM                         510,000
     Chrysler                   362,000

The amount, purposes and period may be extended by agreement
among the Debtors, lenders under the Amended and Restated Loan
and Security Agreement dated as of July 28, 2006, and the
Participating Customers, with notice to the Official Committee
of Unsecured Creditors.  Judge McIvor will convene a hearing on
Feb. 25 to consider further extension of the use of the
Operating Cash.

As adequate protection, The CIT Group/Business Credit, Inc., as
agent for the Prepetition Lenders, will:

   (a) be granted a replacement lien in the Debtors' assets in
       the same amount as the Operating Cash used in the Interim
       Period;

   (b) receive an amount equal to 55% of the sale price of
       finished goods sold during the Interim Period.

The CIT Replacement Lien will not include any causes of action
under Chapter 5 of the Bankruptcy Code or their proceeds.

The CIT Replacement Lien will be senior to all other liens,
security interests and claims, and will be subject only to valid
and unavoidable prepetition liens, including liens, which may
relate back pursuant to Section 1146(a) of the Bankruptcy Code.

The Participating Customers and two other of the Debtors'
customers, Automotive Component Holding, Inc., and AutoAlliance
International, Inc., agree to waive all rights of set-off and
recoupment on receivables generated during the Interim Period,
except for ordinary course set-offs and recoupments permitted
pursuant to their contracts, not to exceed 10% per invoice.

The Participating Customers will have a second priority, junior
lien in the categories of assets that are subject to the CIT
Replacement Lien, subordinate and junior in all respects to the
CIT Replacement Lien, to extent of each Participating Customers'
financial accommodation.

Judge McIvor will convene a hearing on March 12 to consider
final approval of the cash collateral request.  Objections to
the 2nd Interim Order must be received by March 10.

                About Blue Water Automotive

Blue Water Automotive Systems, Inc. designs and manufactures
engineered thermoplastic components and assemblies for the
automotive industry.  The company's product categories include
airflow management, full interior trim/sub-systems, functional
plastic components, and value-added assemblies.  They are
supported by full-service design, program management,
manufacturing and tooling capabilities.  With more than 1,400
employees, Blue Water operates eight manufacturing and product
development facilities and has annual revenues of approximately
US$200 million.  The company's headquarters and technology
center is located in Marysville, Mich.  The company has
operation in Mexico.

In 2005, KPS Special Situations Fund II, L.P., and KPS Special
Situations Fund II(A), L.P., acquired Blue Water Automotive
through a stock purchase transaction.  In 2006, the company
acquired the automotive assets and operations of Injectronics,
Inc., a manufacturer of thermoplastic injection molded
components and assemblies.  KPS then set about reorganizing the
company.  The company implemented a program to improve operating
performance and address its liquidity issues.  During 2007, the
company replaced senior management, closed two facilities, and
reduced overhead spending by one third.

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection Feb. 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case
No. 08-43196).  Blue Water's bankruptcy petition lists assets
and liabilities each in the range of US$100 million to US$500
million.  (Blue Water Automotive Bankruptcy News Issue No. 4,
Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or  215/945-7000)


BLUE WATER: Wants Deadline to File Schedules Moved to March 28
--------------------------------------------------------------
Blue Water Automotive Systems, Inc., and its debtor-affiliates
ask Judge Marci B. McIvor of the United States Bankruptcy Court
for the Eastern District of Michigan to extend until March 28,
2008, their deadline to file schedules of assets and
liabilities, and statements of financial affairs.

The Debtors' proposed counsel, Judy A. O'Neill, Esq., at Foley &
Lardner, LLP, in Detroit, Michigan, tells the Court that the
Debtors cannot complete their Schedules and Statements within
the 15-day period alloted under Rule 1007(c) of the Federal
Rules of Bankruptcy Procedure due to the complexity of their
businesses and the critical restructuring issues that have
consumed the attention of their key personnel and professionals.

Ms. O'Neill adds that the Debtors have not had a sufficient
opportunity to gather the necessary information to prepare and
file their Schedules and Statements given the size and
complexity of their business operations and the fact that
certain prepetition invoices have not yet been received and
entered into their books and records.

Ms. O'Neill relates that the Debtors have already commenced the
extensive process of gathering the necessary information to
prepare and finalize what will be voluminous Schedules and
Statements, but believe that the 15-day automatic extension to
file the Schedules and Statements will not be sufficient to
permit completion of the Schedules and Statements.

The Debtors estimate that the additional 30 days is enough for
them to complete and file the Schedules and Statements.

                 About Blue Water Automotive

Blue Water Automotive Systems, Inc. designs and manufactures
engineered thermoplastic components and assemblies for the
automotive industry.  The company's product categories include
airflow management, full interior trim/sub-systems, functional
plastic components, and value-added assemblies.  They are
supported by full-service design, program management,
manufacturing and tooling capabilities.  With more than 1,400
employees, Blue Water operates eight manufacturing and product
development facilities and has annual revenues of approximately
US$200 million.  The company's headquarters and technology
center is located in Marysville, Mich.  The company has
operation in Mexico.

In 2005, KPS Special Situations Fund II, L.P., and KPS Special
Situations Fund II(A), L.P., acquired Blue Water Automotive
through a stock purchase transaction.  In 2006, the company
acquired the automotive assets and operations of Injectronics,
Inc., a manufacturer of thermoplastic injection molded
components and assemblies.  KPS then set about reorganizing the
company.  The company implemented a program to improve operating
performance and address its liquidity issues.  During 2007, the
company replaced senior management, closed two facilities, and
reduced overhead spending by one third.

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection Feb. 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case
No. 08-43196).  Blue Water's bankruptcy petition lists assets
and liabilities each in the range of US$100 million to US$500
million.  (Blue Water Automotive Bankruptcy News Issue No. 4,
Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or  215/945-7000)


CKE RESTAURANTS: Moody's Keeps All Ratings; Assigns Neg Outlook
---------------------------------------------------------------
Moody's Investors Service affirmed all ratings of CKE
Restaurants, Inc. and changed the ratings outlook to negative
from stable.

Affirmation of the Ba3 corporate family rating reflects CKE's
relatively good operating performance, reasonable scale,
multiple concepts, and diversified day part.  However, the use
of additional debt to support an increasing focus on shareholder
based initiatives, such as share repurchases and higher
dividends, combined with higher operating costs and weaker
operating metrics has resulted in debt protection metrics which
weakly position the company within its current rating category.

The change in outlook to negative reflects CKE's weaker-than-
expected operating performance, as well as Moody's view that the
weak consumer environment and historically high operating costs
will likely persist.  When this weaker performance is combined
with management's financial policy, which has included increased
share repurchases and dividends, it will make it challenging for
the company to maintain debt protection metrics over the
intermediate term at levels appropriate for its rating.

Ratings affirmed are:

  -- Corporate family rating rated at Ba3

  -- Probability of default rating rated at Ba3

  -- US$200 million guaranteed first lien senior secured
     revolver, due March 2012, rated Ba2 (LGD 3, 38%),
     previously Ba2 (LGD 3, 31%)

  -- US$270 million guaranteed first lien term loan B, due 2013,
     rated Ba2 (LGD 3, 38%), previously Ba2 (LGD 3, 31%)

  -- US$105 million, 4.0% convertible senior subordinated notes,
     due Oct. 1, 2023, rated B2 (LGD 6, 96%)

The outlook for the ratings is negative.

Based in Carpinteria, Calif., CKE Restaurants, Inc. (NYSE: CKR)
-- http://www.ckr.com-- through its subsidiaries, franchisees
and licensees, operates some of the most popular U.S. regional
brands in quick-service and fast-casual dining, including the
Carl's Jr.(R), Hardee's(R), La Salsa Fresh Mexican Grill(R) and
Green Burrito(R) restaurant brands.  The company operates 3,036
franchised, licensed or company-operated restaurants in 42
states and in 13 countries -- including Mexico and Singapore.

For the last twelve month period ending November 2007, the
company generated revenues of about US$1.57 billion and
operating profit of approximately US$84 million.


EPICOR SOFTWARE: Moody's Withdraws All Ratings
----------------------------------------------
Moody's withdrew all ratings for Epicor Software Corporation.   
The ratings were withdrawn because this issuer has no rated debt
outstanding.

These ratings were withdrawn:

  -- Corporate Family Rating B1;

  -- Probability of Default Rating B1;

  -- SGL-1 Liquidity Rating;

  -- $100 million Senior Secured Revolving Credit Facility due
     2009 rated Ba1, LGD1 (8%).

Headquartered in Irvine, California, Epicor Software Corporation
(Nasdaq: EPIC) -- http://www.epicor.com/-- provides integrated
enterprise resource planning, customer relationship management,
supply chain management and professional services automation
software solutions to the midmarket and divisions of the Global
1000 companies.  Founded in 1984, Epicor serves over 20,000
customers in more than 140 countries, providing solutions in
over 30 languages.  Epicor offers a comprehensive range of
services with its solutions, providing a single point of
accountability to promote rapid return on investment and low
total cost of ownership.

Epicor Software has worldwide locations in China,
Australia, Canada, Germany, Hong Kong, Indonesia, Italy, Japan,
Korea, Malaysia, Mexico, Singapore, Taiwan, and the United
Kingdom, among others.


GLOBAL POWER: Moody's Assigns Low-B Ratings, Stable Outlook
-----------------------------------------------------------
Moody's Investors Service assigned a Ba2 first time rating to
Global Power Equipment Group Inc.'s US$60 million senior secured
revolving credit facility, a B3 rating to the company's
US$90 million term loan, and a B2 Corporate Family Rating.  The
rating outlook is stable.

Global Power's B2 corporate family rating primarily reflects the
company's established position as a provider of essential
products and services to companies in the energy markets, its
exposure to volatility in the North American energy markets, and
its relatively high degree of customer concentration.  
Investment by energy related companies in new facilities and
upkeep of existing facilities have contributed to the company's
existing backlog, and provides visibility to future revenue
generation.  While energy investment is expected to remain
strong, any reduction of investment by the energy sector would
adversely affect the company's performance.  Moreover, Global
Power's top customers represented a significant portion of its
2007 revenues, making it highly dependent on these entities.  
The rating also considers the important changes to the company's
cost base and liability structure achieved during its
reorganization under Chapter 11 of the U.S. Bankruptcy Code,
which should enable the company to compete more effectively in
its markets going forward.

The stable outlook reflects Moody's expectations that Global
Power will pursue conservative financial policies resulting in
stronger debt protection measures.  Global Power should be able
to take advantage of the robust demand in the energy markets and
use free cash flow to reduce debt.

The ratings for the senior secured revolving credit facility and
senior secured term loan reflect the overall probability of
default of the company, to which Moody's assigns a PDR of B2.  
The Ba2 rating assigned to the US$60 million senior secured
revolving credit facility (rated three notches above the
corporate family rating) benefits from a priority of payment
over the term loan in a liquidation scenario as defined in the
credit agreement.  The B3 rating assigned to the US$90 million
senior secured term loan (rated one notch below the corporate
family rating) reflects its junior priority of payment relative
to the senior secured revolving credit facility.

Ratings/assessments assigned:

  -- Corporate Family Rating B2;

  -- Probability of default rating B2;

  -- US$60 million senior secured revolving credit facility due
     2014 at Ba2 (LGD2, 13%); and,

  -- US$90 million senior secured term loan due 2014 at B3
     (LGD4, 60%).

Based in Oklahoma, Global Power Equipment Group Inc. (Pink
Sheets: GEGQQ) -- http://www.globalpower.com/-- is a design,
engineering and manufacturing firm providing an array of
equipment and services to the energy, power infrastructure and
process industries.  The company designs, engineers and
manufactures a comprehensive portfolio of equipment for gas
turbine power plants and power-related equipment for industrial
operations, and has over 40 years of power generation industry
experience.  The company's equipment is installed in power
plants and in industrial operations in more than 40 countries on
six continents.  In addition, the company provides routine and
specialty maintenance services to nuclear, coal-fired, fossil,
and hydroelectric power plants and other industrial operations.

The company has facilities in Plymouth, Minnesota; Tulsa,
Oklahoma; Auburn, Massachusetts; Atlanta, Georgia; Monterrey,
Mexico; Shanghai, China; Nanjing, China; and Heerleen, The
Netherlands.

The company filed for chapter 11 protection on Sept. 28, 2006
(Bankr. D. Del. Case No. 06-11045).  Thomas E. Lauria, Esq.,
Matthew C. Brown, Esq., Gerard Uzzi, Esq., John Cunningham,
Esq., and Frank Eaton, Esq., at White & Case LLP; and Jeffrey M.
Schlerf, Esq., Eric M. Sutty, Esq., and Mary E. Augustine, Esq.,
at The Bayard Firm, represent the Debtors.  Kurtzman Carson
Consultants LLC acts as the Debtors' noticing and claims agent.
At Oct. 31, 2006, Global Power's balance sheet showed total
assetsof US$177,758,000 and total debts of US$99,017,000

Jeffrey S. Sabin, Esq., and David M. Hillman, Esq., at Schulte
Roth & Zabel LLP; and Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP, represent the Official
Committee of Unsecured Creditors.  The Official Committee of
Equity Security Holders is represented by Howard L. Siegel,
Esq., and Steven D. Pohl, Esq., at Brown Rudnick Berlack Israels
LLP.


GRUMA SAB: Moody's Withdraws Ba1 Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service has withdrawn the Ba1 corporate family
rating of Gruma, S.A.B. de C.V. because there are no longer any
rated obligations outstanding.

Moody's said that it does not rate Gruma's US$300 million 7.75%
perpetual notes, its US$250 million syndicated credit facility
or Gruma Corporation's US$100 million credit facility.

Gruma, S.A.B. de C.V., based in Monterrey, Mexico, is one of the
world's largest tortilla and corn flour producers, with 2007 net
sales and reported EBITDA of about US$3.3 billion and US$272
million, respectively.


MCDERMOTT INT'L: Unit to Deliver Scrubbers to Maryland Plants
-------------------------------------------------------------
McDermott International Inc.'s subsidiary, Babcock & Wilcox
Power Generation Group, Inc., has been awarded a contract valued
at more than US$150 million to design and supply four wet flue
gas desulfurization units for three Maryland coal-fired power
plants owned and operated by Mirant Mid Atlantic LLC.  The value
of this award is included in McDermott's backlog at
Dec. 31, 2007.

The contract was awarded by The Shaw Group Inc., which Mirant
contracted with to retrofit emissions control equipment at the
three Mirant plants.

B&W will provide the WFGD absorbers -– more commonly called
scrubbers –- as well as absorber auxiliaries including
agitators, absorber recirculation pumps and valves, oxidation
air blowers and limestone preparation systems for the two
units at Mirant's 1,400-megawatt Morgantown Generating Station,
a 683 MW unit at its Chalk Point Generating Station and a 546 MW
unit at the Dickerson Generating Station.  These Mirant stations
supply power to the greater metropolitan Washington, D.C. area.
Material shipment is scheduled to begin in the spring 2008, with
commissioning planned to start toward the end of 2009.

“This award demonstrates B&W's continued leadership role in the
environmental systems market,” said Brandon Bethards, President
and Chief Operating Officer of B&W Power Generation Group.  “We
appreciate our customer's confidence in our project management
and engineering capabilities and in our ability to meet tight
deadlines while providing an outstanding product.”

“We are pleased to have an industry leader like B&W working
beside us on this important air-quality project,” said Monty
Glover, president of the Fossil division in Shaw's Power Group.  
“Coal-fired generation represents a significant part of our
nation's energy portfolio, and clean-air projects like this will
enable coal to continue to meet the growing need for
electricity.”

                         About Shaw Group

The Shaw Group, headquartered in Baton Rouge, La., is a global
provider of technology, engineering, procurement, construction,
maintenance, fabrication, manufacturing, consulting,
remediation, and facilities management services for government
and private sector clients in the energy, chemical,
environmental, infrastructure and emergency response markets.

                          About Mirant

Mirant is a competitive energy company that produces and sells
electricity in the United States.  The company owns or leases
approximately 10,300 MW of electric generating capacity and
operates an asset management and energy marketing organization
from its headquarters in Atlanta.

                  About McDermott International

McDermott International, Inc. (NYSE:MDR)
-- http://www.mcdermott.com/--is a leading worldwide energy
services company.  McDermott's subsidiaries provide engineering,
construction, installation, procurement, research,
manufacturing, environmental systems, project management and
facility management services to a variety of customers in the
energy and power industries, including the U.S. Department of
Energy.  The company operates in most major offshore producing
regions throughout the world, including the U.S. Gulf of Mexico,
Mexico, the Middle East, India, the Caspian Sea and Asia
Pacific.  Operations in this segment are primarily conducted
through its subsidiary, J. Ray McDermott, S.A.

                        *     *     *

In July 2007, Moody's raised MII's Corporate Family Rating to
Ba3 from B1.

Moody's upgraded J. Ray McDermott, S.A.'s CFR to Ba3 from B1,
its Probability of Default Rating to B1 from B2 and its senior
secured bank facility to Ba2 (LGD-2, 22%) from Ba3 (LGD-2, 24%)
and The Babcock & Wilcox Company's senior secured bank facility
rating to Baa3 (LGD-1, 6%) from Ba2 (LGD-2, 19%).  The rating
outlook for J. Ray is positive, while the rating outlooks for
MII and B&W are both stable, according to Moody's.


ODYSSEY RE: Earns US$587.2 Million in Fiscal Year Ended Dec. 31
---------------------------------------------------------------
Odyssey Re Holdings Corp. reported net income available to
common shareholders of US$243.0 million for the quarter ended
Dec. 31, 2007 compared to US$83.8 million for the same quarter
of 2006.  Operating income after tax was US$59.5 million for the
fourth quarter of 2007, compared to US$65.4 million for the
fourth quarter of 2006.  Included in the fourth quarter 2007 net
income available to common shareholders were after-tax net
realized gains of US$183.5 million compared to US$18.4 million
for the fourth quarter of 2006.

For the year ended Dec. 31, 2007, net income available to common
shareholders was US$587.2 million compared to US$499.6 million,
or US$6.93 per diluted share, for the year ended Dec. 31, 2006.  
Operating income after tax was US$236.8 million for the year
ended Dec. 31, 2007, compared to operating income after tax of
US$268.0 million for the year ended Dec. 31, 2006.

Gross premiums written for the quarter ended December 31, 2007
were US$525.3 million, a decrease of 2.5% compared to US$538.9
million for the quarter ended Dec. 31, 2006.  This reflects a
decline of 3.1% in the Company's worldwide reinsurance premiums
compared to the fourth quarter of 2006, and a 1.4% decrease in
the Company's specialty insurance premiums.  Net premiums
written during the fourth quarter of 2007 were US$482.4 million,
a decrease of 5.2% compared to fourth quarter of 2006 net
premiums written of US$508.7 million.

Gross premiums written for the year ended Dec. 31, 2007 were
US$2.28 billion, compared to US$2.34 billion for the year ended
Dec. 31, 2006, a 2.3% decrease.  Reinsurance gross premiums
written decreased by 4.8%, offset by a 3.5% increase in
insurance premiums, principally related to the company's U.S.
operations.  Net premiums written over the same period decreased
to US$2.09 billion from US$2.16 billion. The combined ratio for
the year ended Dec. 31, 2007 was 95.5%, compared to 94.4% for
the year ended Dec. 31, 2006, while the combined ratio for the
fourth quarter of 2007 was 93.7%, compared to 94.8% for the
fourth quarter of 2006.

Net investment income amounted to US$329.4 million and US$77.0
million for the year and fourth quarter of 2007, respectively,
compared to US$319.5 million, which excludes net realized gains
of an equity investee included in net investment income, and
US$84.0 million for the year and fourth quarter of 2006,
respectively.  Net pre-tax realized gains were US$539.1 million
and US$282.4 million for the year and fourth quarter of 2007,
respectively, compared to US$356.8 and US$28.3 million for the
year and fourth quarter of 2006, respectively.  The realized
gains for the year ended Dec. 31, 2006 include realized gains of
an equity investee included in net investment income in the
consolidated statement of operations of US$167.6 million.  For
the year ended Dec. 31, 2007, the company sold US$175.8 million
notional amount of credit default swaps for gross proceeds of
US$27.2 million, and recognized realized gains of US$25.3
million.  In addition, the net mark-to-market gain recorded for
the year ended Dec. 31, 2007 on the remaining US$5.0 billion
notional amount of credit default swaps was US$273.0 million,
resulting in total realized gains of US$298.3 million for the
year ended Dec. 31, 2007.  From January 1 through Feb. 15, 2008,
the Company sold an additional US$670.0 million notional amount
of credit default swaps (including virtually all of its credit
default swaps referenced to U.S. bond guarantors) for gross
proceeds of US$161.0 million, with realized gains on the sale of
US$26.8 million (gains in excess of the mark-to-market value as
of Dec. 31, 2007).  The net mark-to-market gain for the Jan. 1
to Feb. 15, 2008 period on the US$4.4 billion notional amount of
credit default swaps remaining at Feb. 15, 2008 (including 2008
purchases of US$47.5 million notional amount of credit default
swaps for US$1.4 million) was US$152.6 million, representing
total net gains related to credit default swaps for this period
of US$179.4 million.  The fair market value of the credit
default swaps at Feb. 15, 2008 was US$327.3 million.  The credit
default swaps are extremely volatile, and as a result their
market value may vary dramatically either up or down in short
periods.  Their ultimate value will, therefore, only be known
upon their disposition.

For the quarter ended Dec. 31, 2007, net cash flow from
operations was US$4.1 million, a US$123.8 million decrease from
cash flow of US$127.9 million for the quarter ended
Dec. 31, 2006.  The decrease in cash flow from operations is
principally attributable to lower premium volume, a decline in
reinsurance recoveries and an increase in taxes paid.

In the fourth quarter of 2007, OdysseyRe paid a cash dividend of
US$0.0625 per common share on Dec. 28, 2007 to common
shareholders of record on Dec. 14, 2007.

Odyssey Re Holdings Corp. (NYSE: ORH) is an underwriter of
property and casualty treaty and facultative reinsurance, as
well as specialty insurance.  Odyssey Re operates through its
subsidiaries, Odyssey America Reinsurance Corp., Hudson
Insurance Co., Hudson Specialty Insurance Co.  Clearwater
Insurance Co., Newline Underwriting Management Limited and
Newline Insurance Co. Ltd.  The Company underwrites through
offices in the United States, London, Paris, Singapore, Toronto
and Mexico City.  Odyssey Re Holdings Corp. is listed on the New
York Stock Exchange under the symbol ORH.

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 15, 2006,
Standard & Poor's affirmed its 'BBB-' counterparty credit and
'BB' preferred stock ratings on Odyssey Re Holdings Corp. and
removed them from CreditWatch negative.

Odyssey Re Holdings Corp. (NYSE: ORH) is an underwriter of
property and casualty treaty and facultative reinsurance, as
well as specialty insurance.  Odyssey Re operates through its
subsidiaries, Odyssey America Reinsurance Corp., Hudson
Insurance Co., Hudson Specialty Insurance Co.  Clearwater
Insurance Co., Newline Underwriting Management Limited and
Newline Insurance Co. Ltd.  The Company underwrites through
offices in the United States, London, Paris, Singapore, Toronto
and Mexico City.  Odyssey Re Holdings Corp. is listed on the New
York Stock Exchange under the symbol ORH.

                        *     *     *

To date, Standard & Poor's affirmed its 'BB' preferred stock
ratings on Odyssey Re Holdings Corp.


ODYSSEY RE: To Pay US$0.0625 Per Share Dividend on March 28
-----------------------------------------------------------
Odyssey Re Holdings Corp.'s Board of Directors has declared a
quarterly cash dividend of US$0.0625 per common share, payable
on March 28, 2008 to shareholders of record on March 14, 2008.

In addition, the Board has declared a cash dividend of
US$0.5078125 per share on OdysseyRe's 8.125% non-cumulative
Series A preferred shares and US$0.4485156 per share on
OdysseyRe's floating rate non-cumulative Series B preferred
shares.  The dividends will be payable on April 20, 2008 to
Series A and Series B preferred shareholders of record on
March 31, 2008.

Odyssey Re Holdings Corp. (NYSE: ORH) is an underwriter of
property and casualty treaty and facultative reinsurance, as
well as specialty insurance.  Odyssey Re operates through its
subsidiaries, Odyssey America Reinsurance Corp., Hudson
Insurance Co., Hudson Specialty Insurance Co.  Clearwater
Insurance Co., Newline Underwriting Management Limited and
Newline Insurance Co. Ltd.  The Company underwrites through
offices in the United States, London, Paris, Singapore, Toronto
and Mexico City.  Odyssey Re Holdings Corp. is listed on the New
York Stock Exchange under the symbol ORH.

                        *     *     *

To date, Standard & Poor's affirmed its 'BB' preferred stock
ratings on Odyssey Re Holdings Corp.


TIMKEN CO: Adds Steel Products; Completes Boring Acquisition
------------------------------------------------------------
The Timken Company has added leading steel products for oil and
gas drilling operations, further extending its strong position
in the growing market for high-performance energy products.  
Timken completed its acquisition of the assets of Boring
Specialties Inc., a leading provider of a wide range of
precision deep-hole oil and gas drilling and extraction products
and services.

Timken will operate the business as Timken Boring Specialties,
LLC, from its current location in Houston, Texas.  Timken will
continue to invest in its ability to meet the needs of customers
in the global energy market with hole-making, hole-finishing and
related machining services.

“We are continuing to make strategic investments in our steel
capabilities to bring more value to customers in targeted
markets, contributing to Timken's profitable growth,” said
Salvatore J. Miraglia, president of Timken's Steel Group.  “The
addition of Timken Boring Specialties to our portfolio is the
latest in a series of investments to extend our differentiation
in the marketplace.”

In 2007, Timken added new induction heat-treat capabilities and
expanded the outer diameter of round steel bars and the length
of steel tubing it offers to customers in global energy and
other markets.  The company is also building a new small-bar
mill in Canton, Ohio, that will allow it to create high-quality
alloy steel bars down to one-inch in diameter.

The latest addition to Timken's steel portfolio, Timken Boring
Specialties creates a unique, simplified and cost-effective
supply chain by providing a single-point material and machining
source for original equipment manufacturers and distributors.  
Customers will benefit from the combination of high-quality
steel and value-added machining expertise for drilling, skiving,
trepanning and honing operations.

Headquartered in Canton, Ohio, The Timken Company (NYSE: TKR)
-- http://www.timken.com/-- is a manufacturer of highly
engineered bearings and alloy steels.  It also provides related
components and services such as bearing refurbishment for the
aerospace, medical, industrial and railroad industries.  The
company has operations in Argentina, Australia, Belgium, Brazil,
Canada, China, Czech Republic, England, France, Germany,
Hungary, India, Italy, Japan, Korea, Mexico, Netherlands,
Poland, Romania, Russia, Singapore, South America, Spain,
Taiwan, Turkey, United States, and Venezuela and employs 27,000
employees.

                         *     *     *

The Timken Company still carries Moody's Investors Service's Ba1
senior unsecured deb rating on US$300 million Medium Term Notes,
Series A.


VALASSIS COMMS: Reports US$20.6 Mil. Earnings in Fourth Quarter
---------------------------------------------------------------
Valassis Communications Inc. reported net earnings for fourth
quarter ended Dec. 31, 2007, at US$20.6 million, up 197.3% from
US$6.9 million in the fourth quarter of 2006.

Full fiscal year 2007 net earnings were US$58.0 million, up
13.1% from 2006 from US$51.3 million of fiscal 2006.

The company reported quarterly revenues of US$661.5 million, up
131% from the fourth quarter of 2006, due primarily to the
acquisition of ADVO Inc. that closed on March 2, 2007.  

For fiscal 2007, the company generated revenues of US$2.2
billion, in comparison to US$1.0 billion revenues of fiscal
2006.
    
"Our exceptional performance in the second half of 2007 reflects
the significant improvements we have made in the management of
the shared mail business and the realization of cost synergies
associated with the ADVO acquisition," Alan F. Schultz,
Valassis' chairman, president and chief executive officer, said.  
"The value of blended media solutions including shared mail is
compelling to our clients, and we are aggressively cross-selling
to drive sustainable, profitable revenue growth which we expect
to begin realizing in the back half of 2008."

As of Dec. 31, 2007, the company's balance sheet reflected total
assets of US$2.19 billion, total liabilities of US$1.97 billion
resulting to a total stockholder's equity of US$0.21 billion.

In February 2008, the company made a fourth voluntary payment of
US$25.0 million on the term loan B portion of our senior secured
credit facility.  In the 11 months since the closing of the ADVO
acquisition, the company has made US$104.4 million in debt
repayments, of which US$100 million was voluntary.

Capital expenditures during 2007 were US$38.3 million,
consistent with the company's most recent guidance of US$40
million or less.

                          About Valassis

Headquartered in Livonia, Michigan, Valassis Communications Inc.
-- http://www.valassis.com/-- offers a wide range of marketing
services to consumer packaged goods manufacturers, retailers,
technology companies and other customers with operations in the
United States, Europe, Mexico and Canada.

                          *     *     *

Valassis continues to carry Standard and Poor's Ratings
Services' long term foreign and local issuer credit rating at
'B+'.  The rating was given on February, 2007 with a stable
outlook.



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

QUEBECOR: Ernst & Young Submits Updates on CCAA Proceedings
-----------------------------------------------------------
Ernst & Young Inc., appointed monitor of the bankruptcy
proceedings under the Canadian Companies' Creditors Arrangement
Act of Quebecor World Inc. and certain of its affiliates,
presented its report to the Superior Court of Quebec with
respect to the activities of the companies and certain events
occurring since Jan. 31, 2008.

                         CCAA Proceedings

On Jan. 31, 2008, the Superior Court of Justice (Commercial
Division), for the Province of Quebec, made certain amendments
to the Initial Order agreed to by various stakeholders and
parties-in-interest to the CCAA proceedings and requested by
Royal Bank of Canada as administrative agent for a bank
syndicate, including:

   (a) The Applicants will not use the DIP Facilities or any of     
       their property to refinance the existing third party
       credit facilities supporting the European and Latin
       American operations, without prior notice to or
       consultation with the financial advisors to the Bank
       Syndicate and the holders of public notes.

   (b) The Applicants will not engage in activities out of the
       ordinary course of business, as determined by the
       Monitor.

   (c) The Applicants are authorized, during the initial 30 days  
       of the stay period, to make intercompany loans up to a
       maximum of EUR25,000,000 in the aggregate to pay
       non-petitioners' pre-filing payables that relate to the
       European operations.
    
   (d) The Applicants are authorized, during the same 30-day
       period, to make intercompany loans up to a maximum of
       US$10,000,000 in the aggregate to pay non-petitioners'
       prefiling payables that relate to the Latin American
       operations.

The Bank Syndicate is composed of 16 different financial
institutions.  The Bank Syndicate has retained McMillan Binch
Mendelsohn LLP as Canadian legal counsel, Latham & Watkins LLP
as U.S. counsel and PricewaterhouseCoopers Inc. as financial
advisor.  The Applicants are reviewing a recently received Bank
Syndicate proposal for a fund request concerning their
professional advisors.

                             Banking

Quebecor World Inc. was required to deposit with CIBC
CDN25,000,000 as security for certain indemnified obligations of
Quebecor World to CIBC.  They have now agreed that the amount to
be deposited will be CDN20,000,000.

The Applicants have been working with their existing banks to
return to a more efficient way of operating the centralized cash
systems.

                              Vendors

The management of the European and Latin American operations
informed major suppliers of the ongoing bankruptcy proceedings
of the Applicants and its impact on the Applicants' business
operations and among others.

The Applicants, with their counsel and Ernst & Young, are
applying consistent payment criteria to prepetition amounts for
both the Canadian and U.S. creditors of the Applicants.

          2007 Financial Statements and Annual Meeting

The Applicants are preparing their December 31, 2007, year-end
financial statements and are also working with their 2007 audit.

The Applicants will seek authority to postpone their Annual
General Meeting of Shareholders since it will disrupt the
Applicants' business operations.

                        Cash Flow Results
           for the Three Weeks Ended February 10, 2008

As of Feb. 10, 2008, the net cash flow generated by the
consolidated North American operations was US$178,000,000,
including the full drawdown of the US$600,000,000 DIP Term Loan
Facility.

The net cash flow for the three-week period was US$228,000,000
higher than projected in the cash flow forecast dated
Jan. 20, 2008.  The favorable cash flow variance is largely
attributable to the funding of US$3,000,000 of the
US$170,000,000 of the contingent financing of the non-
applicants.

A copy of the actual cash flow results and the variances from
the filing cash flow forecast for the three week period is
available for free at:

     http://bankrupt.com/misc/Quebecor_CashFlowResultFeb10.pdf

                        Cash Flow Forecast
               for the 13 Weeks Ending May 11, 2008

To assist their short-term financial performance and ongoing
financing requirements, the Applicants have prepared a revised
cash flow forecast for the thirteen weeks ending May 11, 2008.

A full-text copy of the Revised Cash Flow Forecast is available
for free at:

   http://bankrupt.com/misc/Quebecor_RevisedCashFlowForecast.pdf   

                          Bondholders

The Bondholders have created an ad hoc Bondholder group, which
has retained Goodmans LLP as Canadian legal counsel, Paul,
Weiss, Rifkind, Wharton & Garrison LLP as U.S. counsel and
Houlihan Lokey Howard & Zukin as financial advisor.  The
Applicants have recognized the Ad Hoc Bondholder Group and
committed to a fee proposal based on a monthly estimate for the
initial three-month period and intend to work with its
professionals on the financial restructuring.   The Ad Hoc
Bondholder Group and the Applicants each reserved the right to
terminate the fee arrangement on 30 business days' notice.

             Official Committee of Unsecured Creditors

The Official Committee Of Unsecured Creditors has retained Akin,
Gump, Strauss, Hauer & Feld LLP as U.S. legal counsel, Osler,
Hoskins & Harcourt LLP as Canadian legal counsel and Mesirow
Financial as financial advisors.
                                                                             
            
                           Governance

The Applicants have recognized the need for a chief
restructuring officer and is now on the stage of interviewing
candidates.  The Applicants will also establish a restructuring
committee to assist and supervise the restructuring process.

                   Inter-Company Debt Reporting

Ernst & Young has received requests from advisors for each of
the Ad Hoc Bond Holders Group and the Bank Syndicate to conduct
a factual investigation of information concerning the status of
the intercompany accounts of the Quebecor World group.

As a result, the Monitor will prepare a narrative report, which
will address these topics, free from opinionated and subjective
remarks:

   (a) an overview of the nature of the intercompany     
       transactions that occur within the Quebecor World group;

   (b) preliminarily, an accounting of the financial position of
       the more significant legal entities involved in the
       intercompany transactions;

   (c) a description of the transactions and intercompany flows  
       from the use of the prepetition credit facility and the
       issuance of public and private debt securities of    
       Quebecor World Inc. and subsidiaries;

   (d) an analysis of the use of proceeds derived from issuance
       of the 4.875% Senior Notes due 2008, 6.125% of Senior
       Notes due 2013,9.75% Senior Notes due 2015, and 8.75%
       Senior Notes due 2016 and the related documentation on
       intercompany flows, including the mirror notes;

   (e) a listing of the intercompany balances, as recorded by
       the Quebecor Worlds' legal entities as at January 21,
       2008;

   (f) a summary of the procedures implemented by Quebecor World
       to track postpetition intercompany transactions between
       the Applicant and its affiliates;

   (g) a summary of the nature of intercompany transactions
       between Quebecor World Inc., Quebecor Inc. and Quebecor   
       Media Inc., the balances between those entities and the
       current procedures in place to track postpetition
       transactions; and

   (f) a factual description of the transactions through which
       approximately US$370,000,0000 of private notes were
       repaid in October 2007, which resulted in an increase in
       the indebtedness due to the Bank Syndicate and in the        
       security provided to the bank group.

                  Status of Foreign Operations

   * Latin American Operations

The Latin American group of companies has operations in Mexico,
Brazil, Colombia, Chile, Peru, Argentina and the British Virgin
Islands.  The Latin American operations are primarily funded by
various local financial institutions in each country as well as
by supplier financing.

Quebecor management says that the Latin American Group requires
financing for operations to pay either prepetition accounts
payable or to fund cash on delivery terms for future supply of
goods and services from its trade creditors.

The Applicants' cash flow forecasts indicate a need to transfer
US10,000,000 to the Latin American Group:

   Country                   Amount
   -------                   ------
   Colombia              US$4,000,000
   Mexico                   2,500,000  
   Peru                     2,500,000  
   Argentina                  700,000  
   British Virgin Islands     300,000
                          -----------
                        US$10,000,000
                          ===========

As of Feb. 14, 2008, US$6,000,0000 has been transferred to
Mexico, Peru, Argentina and the British Virgin Islands.

   * European Operations

The European group of companies is comprised of printing
operations in France, Belgium, Spain, Austria, Sweden, Finland
and the United Kingdom.  The European Group also has operations
in Switzerland, where it acts as the global purchasing agent for
the European Group, North America and Latin America for ink and
pre-press, and paper for the European Group.  The Switzerland
branch also provides cash pooling and insurance services.

To manage the EUR25,000,000 limit for prepetition obligations
related to the European Group available from the DIP Proceeds,
Quebecor World Inc. is working with UBS Securities LLP and
management of the European Group to develop a detailed cash flow
model for the European Group.

The European operations will require funding in the near future,
however, E&Y has not yet seen any detailed information as to the
timing and quantum of the funding requirements.

   * Operations in the United Kingdom

Quebecor World PLC was placed into administration.  It had
generated a negative cash flow since the loss of a large
contract three years ago.  For fiscal 2007, Quebecor World UK
had a negative EBITDA of GBP5,400,000 and a negative cash flow
of GBP6,800,000.  On Feb. 11, 2008, Ian Best and David Duggins
of Ernst & Young UK, the UK Administrators, terminated 250
employees as no purchaser had been identified and customers
continued to move their work to the competition.  The UK
Administrators have not received financial support from the
Applicants since Jan. 20, 2008.

           Preparation of Restructuring Business Plan

The Applicants intend to begin the preparation of one or more
comprehensive business and financial plans with the advice and
assistance of UBS Securities LLP and input from Ernst & Young.  
The Applicants expect the business plan preparation to take at
least two months before it will be available for discussion with
the Ad Hoc Bondholders Group, Bank Syndicate, and the Unsecured
Creditors Committee.  The business plans will reflect the
Applicants' expectation of future operating performance during
and after the CCAA and Chapter 11 process.

              Monitor's Analysis and Recommendation

Murray McDonald, president of Ernst & Young Inc., believes that
the Applicants are acting diligently and in good faith towards
the stabilization of their operations.  Mr. McDonald says that
restructuring size and complexity of Quebecor World Inc.
requires significant time and effort.  Ernst & Young recommends
the extension of the CCAA stay until May 11, 2008.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market       
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.  In Canada it has 17
facilities in five provinces, through which it offers a mix of
printed products and related value-added services to the
Canadian market and internationally.  The company has operations
in Mexico, Brazil, Colombia, Chile, Peru, Argentina and the
British Virgin Islands.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In
March 2007, it sold its facility in Lille, France.  Quebecor
World (USA) Inc. is its wholly owned subsidiary.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No.
08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of     
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$5,554,900,000, total
liabilities of US$3,964,800,000, preferred shares of
US$175,900,000, and total shareholders' equity of
US$1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay
has been extended to May 12, 2008.  (Quebecor World Bankruptcy
News, Issue No. 6; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                        *     *    *

As reported in the Troubled Company Reporter-Latin America on
Feb. 13, 2008, Moody's Investors Service assigned a Ba2 rating
to the US$400 million super priority senior secured revolving
term loan facility of Quebecor World Inc. as a Debtor-in-
Possession.  The related US$600 million super priority senior
secured term loan was rated Ba3 (together, the DIP facilities).  
The RTL's better asset value coverage relative to the TL
accounts for the ratings'
differential.


QUEBECOR WORLD: Loses US$210-Mln Rogers Deal to Transcontinental
----------------------------------------------------------------
Bertrand Marotte of The Globe and Mail reported that Quebecor
World Inc. lost a major printing contract with Rogers Publishing
Ltd. to rival Transcontinental Inc.  Quebecor World and Rogers
Publishing had a long-standing relationship.

According to the report, Rogers signed a six-year deal with
Transcontinental worth an estimated US$210,000,000.  The
contract will take effect on Feb. 1, 2009.

Rogers Communications spokeswoman Jan Innes told Globe and Mail
that Quebecor World's bankruptcy had nothing to do with the
decision to go with Transcontinental, pointing out that the
selection process went as far back as six months, long before
Quebecor World sought protection from its creditors.

Rogers Publishing Ltd. is Canada's largest publishing company
with more than 70 print brands and over 45 digital properties
serving consumer and business markets in English and French.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market       
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.  In Canada it has 17
facilities in five provinces, through which it offers a mix of
printed products and related value-added services to the
Canadian market and internationally.  The company has operations
in Mexico, Brazil, Colombia, Chile, Peru, Argentina and the
British Virgin Islands.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In
March 2007, it sold its facility in Lille, France.  Quebecor
World (USA) Inc. is its wholly owned subsidiary.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No.
08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of     
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$5,554,900,000, total
liabilities of US$3,964,800,000, preferred shares of
US$175,900,000, and total shareholders' equity of
US$1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay
has been extended to May 12, 2008.  (Quebecor World Bankruptcy
News, Issue No. 6; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                        *     *    *

As reported in the Troubled Company Reporter-Latin America on
Feb. 13, 2008, Moody's Investors Service assigned a Ba2 rating
to the US$400 million super priority senior secured revolving
term loan facility of Quebecor World Inc. as a Debtor-in-
Possession.  The related US$600 million super priority senior
secured term loan was rated Ba3 (together, the DIP facilities).  
The RTL's better asset value coverage relative to the TL
accounts for the ratings'
differential.


QUEBECOR WORLD: Suppliers Balk at Reclamation Procedures
--------------------------------------------------------
In separate filings Abitibi Consolidated Sales Corp., Abitibi-
Consolidated US Funding Corp., Bowater America Inc. and Bowater
Inc.; Packaging Corporation of America; Catalyst Pulp and Paper
Sales Inc., and Catalyst Paper (USA) Inc.; Rock-Tenn Company;
Midland Paper Company; and Day International Inc., object to
Quebecor World Inc.'s proposed claims treatment procedures.

These Suppliers sold goods, specifically paper products and
printing chemicals, to the Debtors before and within the
Petition Date.  They sent the Debtors written demands for the
return of goods received by the Debtors within 45 days of their
Reclamation Demands, the value of those goods total:

   Packaging Corporation of America           US$1,454,998

   Abitibi and Bowater                       US$22,664,620
                                              including an
                                     additional 14,169,084
                                           pounds of paper

   Catalyst Pulp and Paper Sales              US$8,388,821
  
   Rock-Tenn Company                            US$387,380

   Midland Paper                              US$3,070,833
  
   Day International                          US$1,225,783

In the Reclamation Procedures Motion, the Debtors seek, among
other relief:

   (a) at least 120 days from the bankruptcy filing to review
       and determine the validity of reclamation demands,

   (b) during the Review Period, a prohibition against any
       reclaiming seller making any motion for relief with
       respect to goods subject to reclamation demands, and

   (c) a prohibition against any seller from filing an adversary
       proceeding with respect to goods subject to reclamation
       demands.

The Suppliers object to the proposed Reclamation Procedures
because it will effectively deny their right of reclamation
since after the 120-day stay has expired, the Suppliers' goods
will have almost certainly been entirely consumed by the Debtors
leaving them with nothing to reclaim.

Representing Rock-Tenn, Susan P. Persichilli, Esq., at Buchanan
Ingersoll & Rooney, PC, in New York, relates that in 2005, as
part of the Bankruptcy Abuse Prevention and Consumer Protection
Act of 2005, Section 546(c) of the Bankruptcy Code was amended.  
Before the amendment, Ms. Persichilli says, Section 546(c) of
the Bankruptcy Code permitted a bankruptcy court to deny a
seller the right to reclaim goods by instead granting that
seller a replacement lien or an administrative expense claim for
the value of the goods.  The 2005 amendments to Section 546(c)
of the Bankruptcy Code eliminated the ability of a court to deny
that seller the right to reclaim its goods, Ms. Persichilli
notes.

Pursuant to the current version of Section 546(c) of the
Bankruptcy Code, a seller which complies with the provisions of
the statute has an absolute right to reclaim goods received by a
debtor within the 45 days prior to the bankruptcy filing
provided that the debtor was insolvent at the time it received
those goods.  Indeed, Ms. Persichilli says, absent an agreement
among the parties, Congress has made it clear, by eliminating
the alternative remedies of replacement liens and administrative
expense claims, that the Debtors are required under the current
version of Section 546(c) of the Bankruptcy Code to grant
reclaiming sellers specific performance like returning specific
goods in question.

The Suppliers believe that they have satisfied the requirements
of Section 546(c), which gives them an absolute right to reclaim
the goods they sold to the Debtors which was received 45 days
before the bankruptcy filing.

Packaging Corporation of America proposes certain modifications
to the Debtors' Reclamation Procedures:

   (a) The Debtors should be required to provide PCA a report of
       the inventory on hand that identifies which of the goods
       subject to PCA's Reclamation Demand were on hand as of
       the date of the Reclamation Demand;

   (b) PCA's reclamation claim should be granted administrative
       priority status pursuant to Section 503(b) of the
       Bankruptcy Code; and

   (c) PCA should have the right to seek relief from stay with
       respect to its reclamation claim in the event the Debtors   
       fail to promptly supply PCA the inventory report   
       identifying the goods on hand as of the date of PCA's  
       reclamation demand or in the event PCA reasonably
       believes that the Debtors' are administratively
       insolvent.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market       
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.  In Canada it has 17
facilities in five provinces, through which it offers a mix of
printed products and related value-added services to the
Canadian market and internationally.  The company has operations
in Mexico, Brazil, Colombia, Chile, Peru, Argentina and the
British Virgin Islands.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In
March 2007, it sold its facility in Lille, France.  Quebecor
World (USA) Inc. is its wholly owned subsidiary.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No.
08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of     
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$5,554,900,000, total
liabilities of US$3,964,800,000, preferred shares of
US$175,900,000, and total shareholders' equity of
US$1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay
has been extended to May 12, 2008.  (Quebecor World Bankruptcy
News, Issue No. 6; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                        *     *    *

As reported in the Troubled Company Reporter-Latin America on
Feb. 13, 2008, Moody's Investors Service assigned a Ba2 rating
to the US$400 million super priority senior secured revolving
term loan facility of Quebecor World Inc. as a Debtor-in-
Possession.  The related US$600 million super priority senior
secured term loan was rated Ba3 (together, the DIP facilities).  
The RTL's better asset value coverage relative to the TL
accounts for the ratings'
differential.



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

FIRST BANCORP: May Acquire R&G Financial, Says Sterne Agee
----------------------------------------------------------
Puerto Rico's First Bancorp may acquire R&G Financial Corp.,
Business News Americas reports, citing US brokerage firm Sterne
Agee and Leach.

Sterne Agee said in a report that R&G Financial is a potential
takeover target in the Puerto Rican bank industry's next
consolidation phase.

Sterne Agee commented in a report, "We feel the most likely
acquirer of R&G would be First Bancorp but would rule out Doral
given their perceived capital levels."

According to BNamericas, First Bancorp is pursuing business
aggressively, particularly on the commercial side.

Through the recent completion of the purchase of Citibank's
local branches, Popular has a 39% share of the deposit market,
making it hard for companies to get regulatory approval to
acquire R&G Financial, BNamericas says, citing Sterne Agee.  The
brokerage firm however admitted to BNamericas that it "could
envision a scenario where Popular could potentially acquire the
mortgage lending and servicing arm of R&G with another suitor
acquiring the branch network."

                     About R&G Financial

Headquartered in San Juan, Puerto Rico, R&G Financial Corp.
(PNK: RGFC.PK) -- http://www.rgonline.com/-- is a financial  
holding company with operations in Puerto Rico and the United
States, providing banking, mortgage banking, investments,
consumer finance and insurance through its wholly owned
subsidiaries, R-G Premier Bank, R-G Crown Bank, R&G Mortgage
Corporation, Puerto Rico's second largest mortgage banker, R-G
Investments Corporation, the company's Puerto Rico broker-
dealer, and R-G Insurance Corporation, its Puerto Rico insurance
agency.  The company operates 37 bank branches in Puerto Rico,
36 bank branches in the Orlando, Tampa/St. Petersburg and
Jacksonville, Florida and Augusta, Georgia markets, and 44
mortgage offices in Puerto Rico, including 36 facilities located
within R-G Premier Bank's banking branches.

                      About First BanCorp

First BanCorp (NYSE: FBP) -- http://www.firstbankpr.com/-- is
the parent corporation of FirstBank Puerto Rico, a state
chartered commercial bank with operations in Puerto Rico, the
Virgin Islands and Florida; of FirstBank Insurance Agency; and
of Ponce General Corporation.  First BanCorp, FirstBank Puerto
Rico and FirstBank Florida, formerly UniBank, the thrift
subsidiary of Ponce General, all operate within U.S. banking
laws and regulations.

                         *     *     *

On Feb. 21, 2007, Fitch assigned a BB long-term issuer default
ratings to First BanCorp.


MACY'S INC: Declares 13 Cents Per Share Quarterly Dividend
----------------------------------------------------------
Macy's Inc.'s board of directors has declared a regular
quarterly dividend of 13 cents per share on Macy's common stock,
payable April 1, 2008, to shareholders of record at the close of
business on March 14, 2008.

Separately, Macy's Inc. also noted that it has revised the time
of its fourth quarter earnings conference call and webcast on
Tuesday, Feb. 26, because of a scheduling conflict with the
earnings conference call of Target Corporation.

                       About Macy's Inc.

Based in Cincinnati and New York, Macy's Inc. (NYSE: M) fka
Federated Department Stores Inc. -- http://www.fds.com/-- is  
one of the nation's premier retailers.  The company operates
more than 850 department stores in 45 states, the District of
Columbia, Guam and Puerto Rico under the names of Macy's and
Bloomingdale's.  The company also operates macys.com,
bloomingdales.com and Bloomingdale's By Mail.

                         *     *     *

In October 2007, Moody's Investors Service affirmed all ratings
of Macy's Inc., including its long term rating of Baa2, Prime 2
short term rating, and (P)Ba1 Preferred shelf rating but changed
the outlook to negative from stable.  The change in outlook was
prompted by the continuing negative comparable store sales in
the former May doors, credit metrics that are at the trigger
points cited in Moody's Credit Opinion of Feb. 28, 2007, for a
downgrade, and the uncertain outlook on consumer spending that
could further delay improvement in the former May stores'
performance.


R&G FINANCIAL: Potential Takeover Target, Says Sterne Agee
----------------------------------------------------------
R&G Financial Corp. is a potential takeover target in the Puerto
Rican bank industry's next consolidation phase, Business News
Americas reports, citing US brokerage firm Sterne Agee and
Leach.

Sterne Agee commented in a report, "We feel the most likely
acquirer of R&G would be First Bancorp but would rule out Doral
given their perceived capital levels."

Through the recent completion of the purchase of Citibank's
local branches, Popular has a 39% share of the deposit market,
making it hard for companies to get regulatory approval to
acquire R&G Financial, BNamericas says, citing Sterne Agee.  The
brokerage firm however admitted to BNamericas that it "could
envision a scenario where Popular could potentially acquire the
mortgage lending and servicing arm of R&G with another suitor
acquiring the branch network."

Headquartered in San Juan, Puerto Rico, R&G Financial Corp.
(PNK: RGFC.PK) -- http://www.rgonline.com/-- is a financial  
holding company with operations in Puerto Rico and the United
States, providing banking, mortgage banking, investments,
consumer finance and insurance through its wholly owned
subsidiaries, R-G Premier Bank, R-G Crown Bank, R&G Mortgage
Corporation, Puerto Rico's second largest mortgage banker, R-G
Investments Corporation, the company's Puerto Rico broker-
dealer, and R-G Insurance Corporation, its Puerto Rico insurance
agency.  The company operates 37 bank branches in Puerto Rico,
36 bank branches in the Orlando, Tampa/St. Petersburg and
Jacksonville, Florida and Augusta, Georgia markets, and 44
mortgage offices in Puerto Rico, including 36 facilities located
within R-G Premier Bank's banking branches.

                        *     *     *

As of September 2007, R&G Financial carries Fitch Ratings' CCC
long-term issuer default rating.  


SEARS HOLDINGS: Ex-Dell Head and CEO Joins Board of Directors
-------------------------------------------------------------
Kevin B. Rollins, former president and chief executive officer
of Dell Inc. and currently a senior adviser to the private
investment firm TPG Capital LP, fka Texas Pacific Group, was
elected to the Sears Holdings Corporation's board of directors
effective
Feb. 20, 2008.

Mr. Rollins will hold office until the 2008 annual meeting of
the company's stockholders, or until his successor is duly
elected and qualified.  Mr. Rollins was not named to any
committees of the board of directors in connection with his
election.

                Two Merchandising Execs Leave Posts

Tina Settecase at Kenmore appliances and and Greg Inwood at
Craftsman tools have retired within the past three weeks, Gary
McWilliams at The Wall Street Journal reports.

Kenmore and Craftsman are two of Sears most popular brands,
representing a third of the company's US$53 billion yearly
revenues, WSJ notes.  However, the brands' year-over-year
revenues have undergone decline in recent years, says WSJ.

Steven Light replaced Ms. Settecase as vice president of Kenmore
while Dave Figler replaced Mr. Inwood as vice president of
Craftsman, WSJ relates.

                    Other Officers Bid Goodbye

Also, according to WSJ's report, former senior vice president
Robert D. Luse and former executive vice president John C.
Walden left Sears in the past weeks.  William R. Harker, senior
vice president and general counsel, is taking over the duties of
Messrs. Luse and Walden, WSJ reports.

Sears' spokesperson told WSJ that the retirement of Ms.
Settecase and Mr. Inwood has no relation to the ousting of its
chief executive officer.

As reported in the Troubled Company Reporter on Jan. 30, 2008,
Sears' board of directors appointed W. Bruce Johnson, executive
vice president, supply chain and operations, to the additional
role of interim CEO and president.  Mr. Johnson replaced
president and CEO Aylwin B. Lewis, who left the company as of
Feb. 2, 2008, at the end of the company's fiscal year.  Mr.
Lewis also stepped down from Sears' board of directors at that
time.  Sears had said it would immediately commence a formal
search to identify a permanent chief executive officer.

                Headquarters to Lose 4% of Staff

The TCR stated on Feb. 15, 2008, that some 200 of the 5,000
workers at Sears' headquarters would lose their jobs, based on a
memo issued by Interim chief executive officer W. Bruce Johnson.  
The job cut at Sears' headquarters is part of Chairman Edward
Lampert's plan to cut expenses owed to the decline in revenues.

                      About Sears Holdings

Based in Hoffman Estates, Illinois, Sears Holdings Corporation
(NASDAQ: SHLD) - http://www.searsholdings.com/-- parent of  
Kmart and Sears, Roebuck and Co., is a broadline retailer with
approximately 3,800 full-line and specialty retail stores in the
United States and Canada.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 30, 2008,
Sears Holdings Corp.'s (BB/Stable/--) announcement that Aylwin
Lewis (currently CEO and president) will leave the company has
no immediate impact on Sears' credit rating or outlook.  W.
Bruce Johnson (currently executive vice president, supply chain
and operations) has been appointed interim CEO and president.  
Led by Edward Lampert, chairman of Sears and CEO of ESL
Investments Inc., which owns approximately 42% of Sears' common
stock (as of Feb. 3, 2007), a search has begun for a permanent
CEO.



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

CITGO PETROLEUM: Earns US$1.1 Billion in First Half of 2007
-----------------------------------------------------------
Citgo Petroleum Corp. earned US$1.1 billion in the first half of
2007, El Universal reprots.

Citgo Petroleum's oil sales dropped US$6.7 billion, or 357,000
barrels per day at an average of 1.33 million barrels per day,
parent Petroleos de Venezuela said in its interim balance sheet
for the first half of 2007.

Petroleos de Venezuela said, "The major reasons behind such a
decline in oil sales were both the sale of our stakes in
Lyondell-Citgo and the expiration, on Sept. 30, 2006, of an
agreement to sell byproducts to 7 Eleven, which was not
renewed."

El Universal relates that Citgo Petroleum said in 2006 it was
downsizing businesses in the U.S. because crude oil and
byproduct purchases represented an unsustainable burden on the
financial statements.  The company also started cutting down the
number of Citgo Petroleum-branded gas stations.  It dropped some
5,000 gas stations in 10 U.S. states.

Petroleos de Venezuela said that that production of byproducts
it owned refining circuit in the US, including three Citgo
Petroleum-owned plants and other three where the Venezuelan
parent holds a stake, decreased to 1.07 million barrels per day,
from 1.39 million barrels per day.

Headquartered in Houston, Texas, Citgo Petroleum Corp. --
http://www.citgo.com/-- is owned by PDV America, an indirect,
wholly owned subsidiary of Petroleos de Venezuela SA, the state-
owned oil company of Venezuela.

Petroleos de Venezuela is Venezuela's state oil company in
charge of the development of the petroleum, petrochemical, and
coal industry, as well as planning, coordinating, supervising,
and controlling the operational activities of its divisions,
both in Venezuela and abroad.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Dec. 21, 2007, CITGO Petroleum Corporation's Issuer Default
Rating was lowered by Fitch to 'BB-' from 'BB' following the
company's announcement that it has taken out a US$1 billion
bridge loan and used the proceeds to make a US$1 billion loan to
parent Petroleos de Venezuela SA (PDVSA IDR 'BB-', Negative
Outlook).


CITGO PETROLEUM: Four Workers Hurt by Hot Oil from Crude Unit
-------------------------------------------------------------
A hot oil that spilled from a crude unit being prepared for
shutdown at Citgo Petroleum Corp.'s Corpus Christi plant hurt
four employees over the weekend, the Corpus Christi Caller-Times
news daily reports.

The Caller-Times relates that the workers suffered burns from
the oil released by the crude and vaccum distillation unit at
the plant's east plant.  The victims were employed by a
contractor for Citgo Petroleum.

Meanwhile, Citgo Petroleum is planning for extensive work at the
Corpus Christi plant starting March 1.  The refinery's crude
unit will be included in the work, Erwin Seba at Reuters states.

Headquartered in Houston, Texas, Citgo Petroleum Corp. --
http://www.citgo.com/-- is owned by PDV America, an indirect,
wholly owned subsidiary of Petroleos de Venezuela SA, the state-
owned oil company of Venezuela.

Petroleos de Venezuela is Venezuela's state oil company in
charge of the development of the petroleum, petrochemical, and
coal industry, as well as planning, coordinating, supervising,
and controlling the operational activities of its divisions,
both in Venezuela and abroad.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Dec. 21, 2007, CITGO Petroleum Corporation's Issuer Default
Rating was lowered by Fitch to 'BB-' from 'BB' following the
company's announcement that it has taken out a US$1 billion
bridge loan and used the proceeds to make a US$1 billion loan to
parent Petroleos de Venezuela SA (PDVSA IDR 'BB-', Negative
Outlook).


CITGO PETROLEUM: Faces Lawsuit From Road Ranger
-----------------------------------------------
Rockford-based convenience store chain Road Ranger has filed a
countersuit against Citgo Petroleum Corp. in the U.S. District
Court in Wisconsin for breach of contract, Nate Legue at the
Rockford Register Star reports.

Rockford Register relates that Citgo Petroleum had sued Road
Ranger in November 2007 for breach of contract when the store
stopped purchasing gas from the oil company in 2006.  Road
Ranger started selling Citgo Petroleum gas in 1991.  

According to Rockford Register, Road Ranger alleged that Citgo
Petroleum failed to provide gasoline and caused damage to its
brand.  Rockford Register notes that Road Ranger is seeking
damages of US$30 million and a punitive settlement for
"dishonest conduct" under the Petroleum Marketing Practices Act.  
Road Ranger said boycotts against Citgo Petroleum hurt the
store's image.  Road Ranger also claimed that it was forced to
seek another supplier when Citgo Petroleum proposed in 2006 a
new franchise accord that changed the terms of its contract
substantially enough that they were not "commercially reasonable
and in bad faith," Rockford Register says.

The trial date for the lawsuit is Sept. 4, 2008, in Madison,
Wisconsin, Rockford Register states.

Headquartered in Houston, Texas, Citgo Petroleum Corp. --
http://www.citgo.com/-- is owned by PDV America, an indirect,
wholly owned subsidiary of Petroleos de Venezuela SA, the state-
owned oil company of Venezuela.

Petroleos de Venezuela is Venezuela's state oil company in
charge of the development of the petroleum, petrochemical, and
coal industry, as well as planning, coordinating, supervising,
and controlling the operational activities of its divisions,
both in Venezuela and abroad.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
Dec. 21, 2007, CITGO Petroleum Corporation's Issuer Default
Rating was lowered by Fitch to 'BB-' from 'BB' following the
company's announcement that it has taken out a US$1 billion
bridge loan and used the proceeds to make a US$1 billion loan to
parent Petroleos de Venezuela SA (PDVSA IDR 'BB-', Negative
Outlook).


PETROLEOS DE VENEZUELA: Eyes Settlement With ConocoPhillips
-----------------------------------------------------------
Rafael Ramirez, president of Petroleos de Venezuela SA and
Venezuela's energy and oil minister, told Steven Bodzin and
Caroline Binham at Bloomberg News that he would negotiate a
settlement with ConocoPhillips over expropriated energy assets
soon.

According to Bloomberg News, Minister Ramirez said in a speech,
"Only two U.S. companies didn't accept our conditions.  Of those
two companies, ConocoPhillips continues negotiating with us, and
they have said that we are going to reach a deal, and we also
believe that this will be, in the short term."

As reported in the Troubled Company Reporter-Latin America on
Oct. 22, 2007, ConocoPhillips Chief Executive James Mulva said
that the company's negotiations with Petroleos de Venezuela on
compensation deal over the seizure of the Orinoco Belt assets
could take several months.  ConocoPhillips opted in June 2007 to
withdraw Orinoco operations and leave Venezuela rather than
agree to Petroleos de Venezuela's taking over the assets.  
ConocoPhillips' stake in the Orinoco was estimated between a
book value of US$4.5 billion and a market value of US$7 billion.

Mr. Mulva told Bloomberg News that arbitration may take several
years and ConocoPhillips is seeking to avoid a court fight.  He
said that he would like ConocoPhillips to reach a settlement
with Petroleos de Venezuela this year.

ConocoPhillips said in its annual report, which was published
last Friday, that it could take years to obtain any negotiated
or arbitrated settlement with Petroleos de Venezuela.  It
admitted in its report that the "timing of any negotiated or
arbitrated settlement is not known at this time, but we
anticipate it could take years."

ConocoPhillips told Dow Jones Newswires that the value of the
assets it abandoned in Venezuela "substantially exceeds the
historical" initial investment.

                     About ConocoPhillips

Headquartered in Houston, Texas, ConocoPhillips is an
international, integrated energy company.  The company's
business is organized into six segments.  Exploration and
Production segment primarily explores for, produces and markets
crude oil, natural gas and natural gas liquids on a worldwide
basis.  Midstream segment gathers, processes and markets natural
gas produced by ConocoPhillips and others, and fractionates and
markets natural gas liquids, primarily in the United States and
Trinidad.  Refining and Marketing segment purchases, refines,
markets and transports crude oil and petroleum products, mainly
in the United States, Europe and Asia.  LUKOIL Investment
segment consists of its equity investment in the ordinary shares
of OAO LUKOIL.  The Chemicals segment manufactures and markets
petrochemicals and plastics on a worldwide basis.  Emerging
Businesses segment includes the development of new technologies
and businesses outside the company's normal scope of operations.

                 About Petroleos de Venezuela

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

PDVSA is one of the top exporters of oil to the US with proven
reserves of 77.2 billion barrels of oil -- the most outside the
Middle East -- and about 150 trillion cu. ft. of natural gas.

PDVSA's exploration and production take place in Venezuela, but
the company also has refining and marketing operations in the
Caribbean, Europe, and the US.

                         *     *     *

As of Feb. 14, 2008, Fitch Ratings held Petroleos de Venezuela
SA's long-term issuer default rating and local currency long
term issuer default rating at BB-.  Fitch said the ratings
outlook was negative.


PETROLEOS DE VENEZUELA: Asset Freeze to be Extended
---------------------------------------------------
A U.K. court granted Exxon Mobil a temporary extension of an
order freezing Petroleos de Venezuela SA's US$12-billion assets
until a court hearing this week, Bloomberg News reports.

John Fordham, Petroleos de Venezuela's legal representative in
London, told Bloomberg News that his client didn't object to the
extension, which lasts through a court hearing on the company's
bid to overturn the order scheduled to start Feb. 27.

According to Bloomberg News, the extension of the asset freeze
was needed as the initial U.K. court order scheduled a hearing
on Feb. 22 for Petroleos de Venezuela to respond.  

Venezuelan deputy oil minister Bernard Mommer commented to the
Associated Press, "For the first time we will have a chance to
respond.  We''re preparing for the case."

                      About Exxon Mobil

Exxon Mobil Corporation operates as a petroleum and
petrochemicals company.  It primarily engages in the
exploration, production, and sale of crude oil and natural gas;
and manufacture, transportation, and sale of petroleum products.

                 About Petroleos de Venezuela

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

PDVSA is one of the top exporters of oil to the US with proven
reserves of 77.2 billion barrels of oil -- the most outside the
Middle East -- and about 150 trillion cu. ft. of natural gas.

PDVSA's exploration and production take place in Venezuela, but
the company also has refining and marketing operations in the
Caribbean, Europe, and the US.

                          *     *     *

To date, Petroleos de Venezuela SA carries Fitch's BB- long term
issuer default rating and local currency long term issuer
default rating.  Fitch said the ratings outlook was negative.


PETROLEOS DE VENEZUELA: Reaches Settlement With Total & Statoil
---------------------------------------------------------------
Venezuelan state-owned oil company Petroleos de Venezuela SA has
reached a settlement with France's Total and Norway's
StatoilHydro, AFX News reports.

According to AFX News, Statoil and Total accepted the book price
for the assets Petroleos de Venezuela confiscated last year.

AFX News that these compensations were accepted:

          -- US$834 million to Total, and
          -- US$266 million to Statoil.

The report adds that Italy's Eni accepted US$700 million.

As reported in the Troubled Company Reporter-Latin America on
Feb. 19, 2008, Petroleos de Venezuela SA signed a deal with Eni
SpA for compensation for a Venezuelan oil field the government
took over in 2006.

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

PDVSA is one of the top exporters of oil to the US with proven
reserves of 77.2 billion barrels of oil -- the most outside the
Middle East -- and about 150 trillion cu. ft. of natural gas.

PDVSA's exploration and production take place in Venezuela, but
the company also has refining and marketing operations in the
Caribbean, Europe, and the US.

                          *     *     *

To date, Petroleos de Venezuela SA carries Fitch's BB- long term
issuer default rating and local currency long term issuer
default rating.  Fitch said the ratings outlook was negative.



===========
X X X X X X
===========

* Large Companies with Insolvent Balance Sheet
----------------------------------------------

                                      Total
                                   Shareholders    Total
                                      Equity      Assets
  Company               Ticker        (US$MM)     (US$MM)
  -------                ------    ------------   -------
Arthur Lange             ARLA3       (23.61)        52.76
Kuala                    ARTE3       (33.57)        11.86
Bombril                  BOBR3      (472.88)       413.81
Caf Brasilia             CAFE3      (876.27)        42.83
Chiarelli SA             CCHI3       (63.93)        50.64
Ceper-Inv                CEP          (7.77)       120.08
Ceper-B                  CEP/B        (7.77)       120.08
Telefonica Hldg          CITI     (1,481.31)       307.89
Telefonica Hldg          CITI5    (1,481.31)       307.89
SOC Comercial PL         COME       (793.61)       439.83
Marambaia                CTPC3        (1.38)        79.73
DTCOM-DIR To Co          DTCY3       (14.16)         9.24
Aco Altona               ESTR        (49.52)       113.90
Estrela SA               ESTR3       (62.09)       118.58
Bombril Holding          FPXE3    (1,064.31)        41.97
Fabrica Renaux           FTRX3        (5.55)       136.60
Cimob Partic SA          GAFP3       (63.56)        94.60
Gazola                   GAZ03       (43.13)        22.28
Haga                     HAGA3      (114.40)        17.96
Hercules                 HETA3      (240.65)        37.34
Doc Imbituba             IMB13       (20.49)       209.80
IMPSAT Fiber Networks    IMPTQ       (17.16)       535.01
Minupar                  MNPR3       (39.46)       154.47
Nova America SA          NOVA3      (300.97)        41.80
Recrusul                 RCSL3       (59.33)        25.19
Telebras-CM RCPT         RCTB30     (149.58)       236.49
Rimet                    REEM3      (219.34)        93.47
Schlosser                SCL03       (75.19)        47.05
Semp Toshiba SA          SEMP3        (4.68)       153.68
Tecel S Jose             SJ0S3       (13.24)        71.56
Sansuy                   SNSY3       (67.08)       201.64
Teka                     TEKA3      (331.28)       536.33
Telebras SA              TELB3      (149.58)       236.49
Telebras-CM RCPT         TELE31     (149.58)       236.49
Telebras SA              TLBRON     (148.58)       236.49
TECTOY                   TOYB3        (3.79)        38.65
TEC TOY SA-PREF          TOYB5        (3.79)        38.65
TEC TOY SA-PF B          TOYB6        (3.79)        38.65
TECTOY SA                TOYBON       (3.79)        38.65
Texteis Renaux           TXRX3      (103.01)        76.93
Varig SA                 VAGV3    (8,194.58)     2,169.10
FER C Atlant             VSPT3      (104.65)     1,975.79
Wiest                    WISA3      (140.97)        71.37



                            ***********


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.  Marie Therese V. Profetana, Sheryl Joy P. Olano,
Rizande de los Santos, and Pamella Ritah 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
240/629-3300.


                 * * * End of Transmission * * *