/raid1/www/Hosts/bankrupt/TCRLA_Public/110411.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
L A T I N A M E R I C A
Monday, April 11, 2011, Vol. 12, No. 71
Headlines
A R G E N T I N A
ASTRASEGUR SRL: Requests Opening of Bankruptcy Proceedings
CALU CONSTRUCTORA: Creditors' Proofs of Debt Due May 27
COMPANIA PUCARA: Creditors' Proofs of Debt Due May 20
FINSA SA: Creditors' Proofs of Debt Due June 10
LOS DESTINOS: Creditors' Proofs of Debt Due June 14
MEDICINA ASISTENCIAL: Asks for Bankruptcy Proceedings
PROINVEST SA: Creditors' Proofs of Debt Due May 10
B A R B A D O S
CLICO INVESTMENT: Lawsuit Looms on Breach of Sale Injunction
B E R M U D A
CAMELBACK INSURANCE: Appoints Mark Smith as Liquidator
IRC RE: Court Enters Wind-Up Order
SPARX STRATEGIC: Creditors' Proofs of Debt Due April 20
SPARX STRATEGIC: Members' Final Meeting Set for May 10
B R A Z I L
BRASKEM Finance: Fitch Puts 'BB+' Rating on Proposed Notes
C O S T A R I C A
AMBASSADORS INT'L: Obtains Interim Okay of $5 Million Loan
AMBASSADORS INT'L: Organizational Meeting Set for April 11
AMBASSADORS INT'L: Sale Process Proceeding as Planned
J A M A I C A
AIR JAMAICA: Caribbean Airlines Assures Commitment to Deal
DIGICEL GROUP: PNP Tells Gov't To Be Cautious on Claro Deal
MONTEGO BAY ICE: Will Delist From Jamaica Stock Exchange
M E X I C O
AMERICAN APPAREL: Looking for Buyers, peHUB Says
MESA AIR: Waterstone Entities Become Substantial Claimholders
MESA AIR: U.S. Bank Transfers Claims to Various Entities
MESA AIR: ALPA Pilots Begin Talks for Competitive Package
SATELITES MEXICANOS: Files Prepack Plan to Cut Debt by $110-Mil.
SATELITES MEXICANOS: Case Summary & 30 Largest Unsecured Creditors
SEAHAWK DRILLING: Hercules Given Approval to Buy Business
P U E R T O R I C O
DENNY'S CORPORATION: Board OKs 6-Mil. Shares Repurchase Program
DOE RUN PERU: Says CORMIN Dodges Legal Process to Liquidate Co.
V E N E Z U E L A
CRYSTALLEX INT'L: Lowers Net Loss to $48.2-Mil. in 2010
SIDERGICA DEL: S&P Places 'B' Corp. Credit Rating on Neg. Watch
X X X X X X X X
* BOND PRICING: For the Week April 4 to April 8, 2011
- - - - -
=================
A R G E N T I N A
=================
ASTRASEGUR SRL: Requests Opening of Bankruptcy Proceedings
----------------------------------------------------------
Astrasegur SRL asked for opening of bankruptcy proceedings by
default.
CALU CONSTRUCTORA: Creditors' Proofs of Debt Due May 27
-------------------------------------------------------
Jose F. Ruiz, the court-appointed trustee for Calu Constructora
SA's reorganization proceedings, will be verifying creditors'
proofs of claim until May 27, 2011.
Mr. Ruiz will present the validated claims in court as individual
reports. The National Commercial Court of First Instance No. 21
in Buenos Aires, with the assistance of Clerk No. 42, 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 the company and its creditors.
Creditors will vote to ratify the completed settlement plan during
the assembly on April 23, 2012.
The Trustee can be reached at:
Jose F. Ruiz
Avda. Corrientes 4264
Argentina
COMPANIA PUCARA: Creditors' Proofs of Debt Due May 20
-----------------------------------------------------
Zulma G. Ghigliano, the court-appointed trustee for Compania
Pucara SA's bankruptcy proceedings, will be verifying creditors'
proofs of claim until May 20, 2011.
Ms. Ghigliano will present the validated claims in court as
individual reports. The National Commercial Court of First
Instance No. 24 in Buenos Aires, with the assistance of Clerk
No. 48, 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 the company and its creditors.
The Trustee can be reached at:
Zulma G. Ghigliano
Cipoletti 554
Argentina
FINSA SA: Creditors' Proofs of Debt Due June 10
-----------------------------------------------
Lidia Margarita Diaz, the court-appointed trustee for Finsa SA's
bankruptcy proceedings, will be verifying creditors' proofs of
claim until June 10, 2011.
Ms. Diaz will present the validated claims in court as individual
reports. The National Commercial Court of First Instance No. 1 in
Buenos Aires, with the assistance of Clerk No. 1, 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 the company and its creditors.
The Trustee can be reached at:
Lidia Margarita Diaz
Avenida Independencia 2031
Argentina
LOS DESTINOS: Creditors' Proofs of Debt Due June 14
---------------------------------------------------
Zulma G. Ghigliano, the court-appointed trustee for Los Destinos
SA's reorganization proceedings, will be verifying creditors'
proofs of claim until June 14, 2011.
Mr. Ghigliano will present the validated claims in court as
individual reports. The National Commercial Court of First
Instance No. 24 in Buenos Aires, with the assistance of Clerk
No. 48, 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 the company and its creditors.
Creditors will vote to ratify the completed settlement plan
during the assembly on December 2, 2012.
The Trustee can be reached at:
Zulma G. Ghigliano
Cipolletti 554
Argentina
MEDICINA ASISTENCIAL: Asks for Bankruptcy Proceedings
-----------------------------------------------------
Medicina Asistencial Familiar y Social SA asked for bankruptcy
proceedings.
The company has defaulted on its payments last March 23. The
company has reported assets of $5.56 million and liabilities of
$5.77 million.
PROINVEST SA: Creditors' Proofs of Debt Due May 10
--------------------------------------------------
Pedro Alfredo Valle, the court-appointed trustee for Proinvest
SA's bankruptcy proceedings, will be verifying creditors' proofs
of claim until May 10, 2011.
Mr. Valle will present the validated claims in court as individual
reports. The National Commercial Court of First Instance No. 2 in
Buenos Aires, with the assistance of Clerk No. 3, 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 the company and its creditors.
The Trustee can be reached at:
Pedro Alfredo Valle
Avenida de Mayo 1260
Argentina
===============
B A R B A D O S
===============
CLICO INVESTMENT: Lawsuit Looms on Breach of Sale Injunction
------------------------------------------------------------
The Trinidad Express reports that Clico Investment Bank's breach
of the Barbadian Supervisor of Insurance's August 2009 order to
stop selling life policies is headed for the Office of the
Director of Public Prosecutions. CLICO allegedly sold 800 life
policies in the first two months of 2010 in Barbados, the Express
relates, citing Barbadian Commissioner of Police Darwin Dottin.
According to the Barbados Nation, Mr. Dottin said he had already
spoken with the Fraud Department chief, the lead investigator.
"There were several people to be interviewed in the probe," the
Express quoted Mr. Dottin as saying.
Clico Investment Bank is owned and managed by CL Financial, a
privately held conglomerate in Trinidad and Tobago.
CL Financial Limited is a privately held conglomerate in Trinidad
and Tobago. Founded as an insurance company by Cyril Duprey,
Colonial Life Insurance Company was expanded into a diversified
company by his nephew, Lawrence Duprey. CL Financial is now one
of the largest local conglomerates in the region, encompassing
over 65 companies in 32 countries worldwide with total assets
standing at roughly US$100 billion.
* * *
As reported in the Troubled Company Reporter-Latin America on
August 10, 2009, A.M. Best Co. downgraded the financial strength
rating to C (Weak) from B (Fair) and issuer credit rating to "ccc"
from "bb" of Colonial Life Insurance Company (Trinidad) Limited
(CLICO) (Trinidad & Tobago). The ratings remain under review with
negative implications. CLICO is an insurance member company of CL
Financial Limited (CL Financial), a diversified holding company
based in Trinidad & Tobago.
According to a TCR-LA report on Feb. 20, 2009, citing Trinidad and
Tobago Express, Tobago President George Maxwell Richards signed
bailout bills for CL Financial, giving the government the
authority to control the company's unit, Colonial Life Insurance
Company, and giving the central bank extensive powers to treat CL
Financial's collapse and the consequent systemic crisis.
=============
B E R M U D A
=============
CAMELBACK INSURANCE: Appoints Mark Smith as Liquidator
------------------------------------------------------
On March 31, 2011, the Supreme Court of Bermuda appointed Mark
Smith of Deloitte & Touche as liquidator of Camelback Insurance
Ltd.
IRC RE: Court Enters Wind-Up Order
----------------------------------
On March 25, 2011, the Supreme Court of Bermuda made an order that
winds up the operations of IRC Re, Limited.
Mike Morrison and Charles Thresh of KPMG Advisory were appointed
as liquidators.
SPARX STRATEGIC: Creditors' Proofs of Debt Due April 20
-------------------------------------------------------
The creditors of SPARX Strategic Investment Fund Limited are
required to file their proofs of debt by April 20, 2011, to be
included in the company's dividend distribution.
The company commenced wind-up proceedings on April 4, 2011.
The company's liquidator is:
Robin J. Mayor
Clarendon House, 2 Church Street
Hamilton HM 11
Bermuda
SPARX STRATEGIC: Members' Final Meeting Set for May 10
------------------------------------------------------
The members of SPARX Strategic Investment Fund Limited will hold
their final meeting on May 10, 2011, at 9:30 a.m., to receive the
liquidator's report on the company's wind-up proceedings and
property disposal.
The company commenced wind-up proceedings on April 4, 2011.
The company's liquidator is:
Robin J. Mayor
Clarendon House, 2 Church Street
Hamilton HM 11
Bermuda
===========
B R A Z I L
===========
BRASKEM Finance: Fitch Puts 'BB+' Rating on Proposed Notes
----------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Braskem Finance
Limited's proposed notes issuance of approximately US$750 million
due 2021 which will be unconditionally guaranteed by Braskem S.A.
(Braskem). The guarantee will rank pari passu with other
unsecured and unsubordinated obligations of Braskem. This
issuance proceeds will be used to refinance indebtedness.
Fitch currently rates Braskem and its subsidiaries:
-- Long-term foreign Issuer Default Rating (IDR) 'BB+';
-- Long-term local currency IDR 'BB+';
-- National scale rating 'AA(bra)'.
The Corporate Rating Outlook is Positive.
Braskem was assigned a Positive Rating Outlook on Jan. 11,
2011, reflecting Fitch's expectation of ongoing improvements in
Braskem's operating cash generation, which should result in a
leverage reduction trend while maintaining strong liquidity,
sufficient to cover debt scheduled amortizations in the next two
years. Fitch expects a more robust EBITDA as result of synergies
from Quattor's integration, estimated by the company at around
BRL377 million in 2011 and BRL495 million in 2012 on a recurring
basis. Historically, Braskem has been successful in identifying
and capturing synergies from acquired operations and investments
and in most of the cases has reached the expected additional cash
generation in a shorter time frame.
In addition, the Positive Outlook incorporates that Braskem will
prioritize the reduction of its net leverage opposing its track
record of aggressive growth strategy and that the new green field
projects will be financed through non-recourse project-finance
debt. Fitch expects that Braskem's improved leverage profile will
be maintained in the long term.
Braskem has consistently reduced its leverage since the Quattor
acquisition in early 2010. Over the last year, Quattor has shown
an increase in its operating margins, partially due to better
stability of raw material supply and the maturation of investments
that came on line in 2009. In addition, the new management at the
business and the implementation of practices similar to those
adopted at Braskem have led to a continuous strengthening in
profitability.
Business Profile Favorably Compares With Global Peers:
Braskem's ratings reflect its dominant position in the Brazilian
and Latin American petrochemical sector. Integration of its
activities gives Braskem a competitive advantage within the
region's petrochemical industry. Braskem presents a track record
of strong and less volatile margins when compared to its global
peers. The company's positive free cash flows through the cycle
also benefits its credit profile. Quattor's acquisition allowed
Braskem to become the sole thermoplastic resin producer in Brazil
and to geographically diversify its production plants in Brazil.
The stronger partnership with Petrobras, which is its major
supplier and now also has a strategic position in Braskem's voting
capital (47%), as well as higher raw material diversification
further favors its business profile and cost structure. The
company's ratings are also supported by its strong liquidity and
extended debt profile that allows it to mitigate the volatility
inherent to the cyclical petrochemical industry.
High Exposure to Domestic Market Performance:
Braskem's performance is strongly focused on the Brazilian
economy, as approximately 70% of its revenues are generated in the
local market, although its prices are benchmarked to the
international market. For 2011 and 2012, Fitch expects that the
Brazilian economy will grow 4% and 4.5%, respectively. The
favorable environment for the domestic market should further
benefit the company's cash generation combined with an expected
recovery of the global petrochemical industry cycle.
Improvements in Quattor's Financial Profile:
Braskem successfully managed to refinance Quattor's riskier debt
profile and to balance it with its own financial standards.
Braskem used the proceeds obtained through an equity injection
(BRL3.7 billion) from its shareholders to prepay a portion of
Quattor's debt. Braskem also accessed the international capital
markets to refinance part of the remaining obligations. As of
December 2010, Braskem has extended its debt scheduled
amortizations and reduced its financial costs. Braskem's total
debt was BRL14.6 billion, and cash and marketable securities was
BRL2.8 billion, with amortizations of BRL3.2 billion until 2012,
including the tax rescheduling program (Refis). Braskem's pro
forma EBITDA for 2010 was BRL4.1 billion.
Further Leverage Reduction Expected Ahead:
Braskem's credit metrics are expected to strengthen reflecting
higher operating cash generation. The company's ability to
support and to improve its main credit metrics will be key to
support an upgrade. As Fitch expected, Braskem posted a net
debt/EBITDA ratio in 2010 below 3.0 times (x) and it should move
closer to 2.0x going forward in 2011 and 2012. On a pro forma
basis, incorporating 12 months of operations of Quattor and
Sunoco, Braskem's net adjusted leverage ratio was 2.9x compared to
5.0x at the end of 2009. Braskem's main challenges are related to
its ability to maintain a balanced capital structure in case of
another acquisition abroad. Fitch also factors in Braskem's
ratings the financial and operative support from its main
shareholders, Odebrecht Group and Petrobras.
Strong Liquidity is Key:
Braskem's liquidity remains robust, with BRL2.9 billion in cash
and marketable securities at Dec. 31, 2010. In addition, Braskem
has US$350 million of an undrawn stand-by credit line due to 2013,
without finance restrictive clauses for neither draw-downs nor
acceleration, that further enhance its liquidity. In the past
five years, the company has maintained strong liquidity vis-a-vis
its obligations, reporting an average cash/short-term debt ratio
of around 1.4x, which in turn has allowed it to mitigate the
volatility inherent to the cyclical petrochemical sector.
==================
C O S T A R I C A
==================
AMBASSADORS INT'L: Obtains Interim Okay of $5 Million Loan
----------------------------------------------------------
Bill Rochelle, Bloomberg News' bankruptcy columnist, reports that
Ambassadors International, Inc., which operates as Windstar
Cruises, obtained interim approval April 5 from a bankruptcy judge
in Delaware for its $5 million secured loan. A final financing
hearing is set for April 26, wherein the loan is slated for
increase to $10 million of new money. The final loan will also
convert about $9.6 million from a pre-bankruptcy working capital
loan into a post-bankruptcy financing.
As reported in the April 6, 2011 edition of the Troubled Company
Reporter, the Debtors are seeking approval from the Bankruptcy
Court to obtain financing from funds related to Whippoorwill
Associates Inc. and certain noteholders. The Company has a
contract to sell its business for $40 million to Whippoorwill,
subject to bankruptcy court approval. Law Debenture Trust Company
of New York is the administrative and collateral agent for the DIP
financing.
Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A.,
explains the DIP Lenders have committed to provide an interim
amount of $5 million and a final amount of (i) $10 million less
any amounts advanced under the interim court order as interim new
money DIP loans, and (ii) a roll-up of all outstanding prepetition
working capital facility obligations into the DIP Facility. A
copy of the DIP credit agreement is available for free at:
http://bankrupt.com/misc/AMBASSADORS_INTL_dipcreditpact.pdf
All commitments of the DIP Lenders will terminate on the earliest
of (i) the date that is 120 days after the Petition Date; (ii) 25
days following the Petition Date, if the final court order has not
been entered by that date; and (c) the date on the maturity of the
obligations under the DIP Facility is accelerated and the
commitments under the DIP Facility are irrevocably terminated in
accordance with the DIP credit agreement.
The Debtors' ability to draw on the DIP Facility is subject to,
among other things, the Debtors' compliance with these milestones:
(i) the Court will have entered by no later than 15 days
following the Petition Date an order approving the bid
protections, auction process and sale procedures for a
sale of all or substantially all of the assets under
Section 363 of the Bankruptcy Code.
(ii) the Court will have entered a sale order no later than
40 days following the Petition Date; and
(iii) (A) with respect to a sale to Whippoorwill, the
Debtors will consummate and close an approved sale
consistent with the Sale Order not later than 45 days
after the Petition Date the, and (B) with respect to a
sale to any other party, the date that is 10 days after
the expiration of the sale period.
All obligations under the DIP Facility will be secured by a
perfected lien on and security interests in all of the real,
personal and mixed property of the Debtors. The DIP Lenders will
have claims entitled to the benefits of Section 364(c)(1) of the
U.S. Bankruptcy Code, having superpriority over any and all
administrative expenses. The DIP facility will incur interest at
12% per annum. In the event of default, the Debtors will pay a
default rate of interest at 14% per annum. Upon the closing, the
DIP Lenders will be paid a commitment fee of $200,000. The DIP
lien is subject to a carve-out for U.S. Trustee and Clerk of Court
fees; fees payable to professional employed in the Debtors' case;
and up to $25,000 in fees of the committee in pursuing actions
challenging the DIP Lenders' lien.
Cash Collateral Use
The Debtors also sought for authorization from the Court to use
their prepetition lenders' cash collateral.
The Debtors owe $9.575 million from a working capital facility
provided by Whippoorwill in March 2010. Pursuant to a credit and
guaranty agreement, dated as of March 23, 2010, the debt is
secured on a first priority basis by substantially all the assets
of the Debtors. The Debtors also owe $19.7 million on convertible
notes, which are secured by liens second in priority to the liens
securing the prepetition credit facility. Wilmington Trust FSB is
the trustee for the second lien notes. Law Debenture New York is
the agent under the prepetition working capital facility.
As adequate protection for the use of, and for any diminution in
the value of, collateral securing the Prepetition Working Capital
Facility and the second lien notes, the prepetition secured
parties will be granted replacement liens and superpriority
claims, in each case, of the same relative priority as enjoyed
under the Second Lien Notes and the Prepetition Working Capital
Facility, to the extent of the postpetition diminution in value of
their respective prepetition collateral, subject, in each case, to
the Carve-Out and the DIP Superpriority Claims.
As additional adequate protection, the Prepetition Agent, the
Prepetition Lenders and the Second Lien Trustee will receive
payments in cash on a current basis of all reasonable fees, costs
and expenses of their professionals arising in connection with the
Chapter 11 cases. The DIP Agent, the Prepetition Agent and the
Second Lien Trustee will also have the right to credit bid their
claims in any sale of the Debtors' assets.
About Ambassadors International
Headquarters in Seattle, Washington, Ambassadors International,
Inc. (NASDAQ: AMIE) -- http://www.ambassadors.com/-- operates
Windstar Cruises, a three-ship fleet of luxury yachts that explore
the hidden harbors and secluded coves of the world's most sought-
after destinations. Carrying 148 to 312 guests, the luxurious
ships of Windstar cruise to nearly 50 nations, calling at 100
ports throughout Europe, the Caribbean and the Americas.
Ambassadors International Inc. and 11 affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-11002) on
April 1, 2011.
Kristopher M. Hansen, Esq.; Sayan Bhattacharyya, Esq.; Marianne
Mortimer, Esq.; and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, serve as the Debtors' bankruptcy counsel.
Daniel J. DeFranceschi, Esq., and Michael Joseph Merchant, Esq.,
at Richards, Layton & Finger, serve as the Debtors' co-counsel.
Imperial Capital, LLC, is the Debtors' financial advisor. Phase
Eleven Consultants, LLC, is the Debtors' claims and notice agent.
The Debtors disclosed $86.4 million in total assets and
$87.3 million in total debts as of Dec. 31, 2010.
AMBASSADORS INT'L: Organizational Meeting Set for April 11
----------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on April 11, 2011, at 1:30 p.m. in
the bankruptcy case of Ambassadors International Inc., et al. The
meeting will be held at J. Caleb Boggs Federal Building, 844 King
Street, Room 5209, Wilmington, Delaware.
The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.
The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code. A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.
To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable. The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization. The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.
About Ambassadors International
Headquarters in Seattle, Washington, Ambassadors International,
Inc. (NASDAQ: AMIE) -- http://www.ambassadors.com/-- operates
Windstar Cruises, a three-ship fleet of luxury yachts that explore
the hidden harbors and secluded coves of the world's most sought-
after destinations. Carrying 148 to 312 guests, the luxurious
ships of Windstar cruise to nearly 50 nations, calling at 100
ports throughout Europe, the Caribbean and the Americas.
Ambassadors International Inc. and 11 affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-11002) on
April 1, 2011.
Kristopher M. Hansen, Esq.; Sayan Bhattacharyya, Esq.; Marianne
Mortimer, Esq.; and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, serve as the Debtors' bankruptcy counsel.
Daniel J. DeFranceschi, Esq., and Michael Joseph Merchant, Esq.,
at Richards, Layton & Finger, serve as the Debtors' co-counsel.
Imperial Capital, LLC, is the Debtors' financial advisor. Phase
Eleven Consultants, LLC, is the Debtors' claims and notice agent.
The Debtors disclosed $86.4 million in total assets and
$87.3 million in total debts as of Dec. 31, 2010.
AMBASSADORS INT'L: Sale Process Proceeding as Planned
-----------------------------------------------------
Ambassadors International, Inc., announced on April 6, 2011, that
Windstar Cruises' luxury yachts are sailing as scheduled and all
Windstar fares and reservations, including charter contracts, are
being honored. At a hearing April 5, 2011, the U.S. Bankruptcy
Court for the District of Delaware granted permission for Windstar
and Ambassadors, among other things, to:
-- maintain all of Windstar's customer programs and policies
and honor all Windstar fares and reservations, including
charter contracts;
-- provide commissions and payments to travel partners as
usual; and
-- pay employees and crewmembers in the usual manner and to
continue their benefits without disruption.
The approval of these requests by Ambassadors helps ensure that
Windstar will continue normal operations as it moves forward
through the previously announced process of selling Windstar and
substantially all of Ambassadors' other assets. Ambassadors
continues to expect that all Windstar vendors and suppliers for
goods and services received both before and during the
reorganization process will be paid in connection with the sale.
The Court also granted interim approval of the company's debtor-
in-possession financing (DIP) facility. The court's approval
authorizes Ambassadors and Windstar to access $5 million of new
working capital financing on an interim basis, which can be used
to help support Ambassadors' and Windstar's continuing operations
and will provide liquidity during the sale process. A hearing for
final approval of the DIP financing facility and access to the
full $10 million of new financing thereunder has been scheduled
for April 26, 2011.
Hans Birkholz, CEO of Ambassadors and Windstar, said, "We are on
track with our sale process. Windstar is maintaining normal
business operations and our customers and guests remain a top
priority as we move through this process to position Windstar for
long-term profitability and success under new ownership."
On April 1, 2011, Ambassadors announced an agreement to sell
substantially all of its assets, including Windstar, to
Whippoorwill Associates, Inc., as agent for its discretionary
funds and accounts. Whippoorwill intends to maintain Windstar's
business and operations and invest in Windstar's growth following
completion of the anticipated sale. In addition, the financing
facility that received interim Court approval is being provided to
Windstar and Ambassadors by Whippoorwill.
Ambassadors also announced that it received notification from the
Nasdaq Stock Market on April 4, 2011, indicating that the staff of
the Nasdaq Stock Market has determined, in accordance with Nasdaq
Listing Rules 5101, 5110(b) and IM-5101-1, that Ambassadors'
common stock will be delisted from the Nasdaq Stock Market in
light of, among other things, Ambassadors' announcement that it
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code. The notification states that Nasdaq
trading in Ambassadors' common stock will be suspended at the
opening of business on April 13, 2011, and Nasdaq will request
that the Securities and Exchange Commission remove Ambassadors'
securities from listing and registration on the Nasdaq Stock
Market, unless Ambassadors requests an appeal of the delisting
decision. Ambassadors does not intend to appeal Nasdaq's
delisting decision, and therefore it is expected that the common
stock will be delisted.
About Ambassadors International
Headquarters in Seattle, Washington, Ambassadors International,
Inc. (NASDAQ: AMIE) -- http://www.ambassadors.com/-- operates
Windstar Cruises, a three-ship fleet of luxury yachts that explore
the hidden harbors and secluded coves of the world's most sought-
after destinations. Carrying 148 to 312 guests, the luxurious
ships of Windstar cruise to nearly 50 nations, calling at 100
ports throughout Europe, the Caribbean and the Americas.
Ambassadors International Inc. and 11 affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-11002) on
April 1, 2011.
Kristopher M. Hansen, Esq.; Sayan Bhattacharyya, Esq.; Marianne
Mortimer, Esq.; and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, serve as the Debtors' bankruptcy counsel.
Daniel J. DeFranceschi, Esq., and Michael Joseph Merchant, Esq.,
at Richards, Layton & Finger, serve as the Debtors' co-counsel.
Imperial Capital, LLC, is the Debtors' financial advisor. Phase
Eleven Consultants, LLC, is the Debtors' claims and notice agent.
The Debtors disclosed $86.4 million in total assets and
$87.3 million in total debts as of Dec. 31, 2010.
=============
J A M A I C A
=============
AIR JAMAICA: Caribbean Airlines Assures Commitment to Deal
----------------------------------------------------------
The RJR News reports that Caribbean Airlines Limited said it is
committed to the Air Jamaica deal.
According to the Troubled Company Reporter-Latin America on
April 6, 2011, the Jamaica Observer reported that a Canadian
aviation lawyer said that Air Jamaica's planned merger with
Caribbean Airlines is at risk of not being finalized prior to the
April 30 deadline. The Observer related that Jamaican authorities
are pressing for deal which would see Caribbean Airlines Limited
buying out Air Jamaica to be sealed as soon as possible, but
sources say that the powers that be are looking for an excuse not
to sign. Caribbean Airlines has until April 30 to abandon the
deal, the Observer stated.
The RJR News relates that Caribbean Airlines said in an e-mail
that it is "not aware of any plans to pull the agreement" and is
"working hard with the integration team to finalize what needs to
be done". According to the report, Caribbean Airlines said that
it has acquired a third aircraft for Air Jamaica.
About Air Jamaica
Headquartered in Kingston, Jamaica, Air Jamaica Limited --
http://www.airjamaica.com/-- was founded in 1969. It flies
passengers and cargo to almost 30 destinations in the Caribbean,
Europe, and North America.
* * *
As reported in the Troubled Company Reporter-Latin America on
June 23, 2010, Trinidad and Tobago Caribbean Airline on May 1,
2010, acquired Air Jamaica for US$50 million and operated six Air
Jamaica aircraft and eight of its routes. Jamaica got a 16% stake
in the merged operation, with CAL owning 84%. According to a TCR-
LA report on June 29, 2009, RadioJamaica News said the Jamaican
government indicated it will name a buyer for cash-strapped Air
Jamaica. RadioJamaica related the airline has been hemorrhaging
over US$150 million per annum and the government has had to foot
the massive bill. In addition, RadioJamaica said, Air Jamaica
currently has over US$600 million in loans outstanding.
As of August 18, 2010, the airline continues to carry Moody's "B3"
long-term corporate family, and senior unsecured debt ratings.
DIGICEL GROUP: PNP Tells Gov't To Be Cautious on Claro Deal
-----------------------------------------------------------
The RJR News reports that the People's National Party has
cautioned the government about how it proceeds in approving
Digicel Group's takeover of Claro's Jamaican operations.
As reported by the Troubled Company Reporter-Latin America on
March 23, 2011, RadioJamaica said that Digicel signed the
agreement with America Movil. The deal will also see Digicel
selling its business in El Salvador and Honduras to America
Movil, according to RadioJamaica. The RJR News relates that
telecommunication company LIME Jamaica has asked the government,
the Office of Utilities Regulations, and the Fair Trading
Commission to assess the deal. LIME said that assessment should
be done before approval of the deal is given by the relevant
minister, the RJR News states.
The government should set up clear preconditions to preserve and
enhance the prospects for renewed competition in the market, and
"adjustments ought to be made to enable those who wish to enter
the market to feel encouraged to do so," the RJR News states,
citing Phillip Paulwell, the Opposition Spokesman on
Telecommunications. According to the report, Mr. Paulwell said
that the party isn't opposed to the approval of merger.
The RJR News relates that Mr. Paulwell is also concerned about the
dislocation of Claro workers, and how the deal will affect Claro's
dealers. The report quoted Mr. Paulwell as saying, "Many had
incurred tremendous debt to establish their dealerships in
competition with other providers and many of them are now in a
quandary as to how those debts are going to be dealt with the
removal of Claro from the scene."
Digicel Group Limited -- http://www.digicelgroup.com/-- is
renowned for competitive rates, unbeatable coverage, superior
customer care, a wide variety of products and services and state-
of-the-art handsets. By offering innovative wireless services and
community support, Digicel has become a leading brand across its
31 markets worldwide.
Digicel is incorporated in Bermuda and now has operations in 31
markets worldwide. Its Caribbean and Central American markets
comprise Anguilla, Antigua & Barbuda, Aruba, Barbados, Bermuda,
Bonaire, the British Virgin Islands, the Cayman Islands, Curacao,
Dominica, El Salvador, French Guiana, Grenada, Guadeloupe, Guyana,
Haiti, Honduras, Jamaica, Martinique, Panama, St Kitts & Nevis,
St. Lucia, St. Vincent & the Grenadines, Suriname, Trinidad &
Tobago and Turks & Caicos. The Caribbean company also has
coverage in St. Martin and St. Barths. Digicel Pacific comprises
Fiji, Papua New Guinea, Samoa, Tonga and Vanuatu.
* * *
As of Jan. 14, 2010, the company continues to carry Moody's "Caa1"
senior unsecured debt rating.
MONTEGO BAY ICE: Will Delist From Jamaica Stock Exchange
--------------------------------------------------------
Montego Bay Ice Company director Mark Hart said the Company aims
to complete the process of delisting from the Jamaica Stock
Exchange within the next six to nine months, Alicia Roache at the
Jamaica Observer reports.
The Observer quoted Mr. Hart as saying, "We are still pursuing
that (delisting) we are just going through the due diligence on
that with the Jamaica Stock Exchange. It's taking a little longer
than we thought."
The delisting would result in a company that has less onerous
operations costs, as there is less cost in running a private
company versus a public company, and a reduction in the costs
associated with running the business is a primary focus of the
management, the Observer relates, citing Mr. Hart. The Company
recorded a loss of $5.1 million for the year ended Dec. 31, 2010,
compared to a $663,595 net profit reported at the year ended 2009.
Mr. Hart, according to the report, said that the losses are mainly
on paper and due primarily to the $3.6 million fall off in finance
income, cause by a 5% revaluation of the Jamaican dollar versus
the U.S. currency during the year and resulted in the absence of a
repeat of a $3.4 million gain on foreign exchange recorded in
2009.
Mr. Hart, the Observer reports, said the focus right now is on
winding down operations at the Company. "It's all about
consolidating and constantly looking at things we can do to keep
the Company open. We definitely have a couple of things that we
are looking at now. We will continue to keep our expenses under
tight control. We don't foresee any worsening of the losses," the
report quoted Mr. Hart as saying.
Montego Bay Ice Company Limited is engaged in the retailing of
ice, bottling and sale of spring water, rental of properties and
cold storage facilities in Jamaica. The Company has a joint
venture agreement for the bottling and distribution of water under
the Ice water brand. The Company operates through three business
segments: purchase and sale of ice; rental of properties and cold
storage facilities, and processing and sale of spring water. Its
subsidiaries include Montego Cold Storage Limited, which is
engaged in cold storage and property rental, and Deans Valley Ice
Company Limited, which was dormant as of Dec. 31, 2009.
===========
M E X I C O
===========
AMERICAN APPAREL: Looking for Buyers, peHUB Says
------------------------------------------------
Jonathan Marino at peHUB reports that three sources familiar with
the matter told peHUB American Apparel is working with Rothschild
to help it explore a potential sale, as the company contends with
a falling stock price and the threat of bankruptcy. American
Apparel CEO Dov Charney did not respond to a request for comment.
According to peHUB, two of the sources said if American Apparel is
sold, it is unlikely that the buyer will permit Mr. Charney to
remain with the organization. Mr. Charney has been named a
defendant in multiple lawsuits, including one from a former
employee who alleges that she was his sex slave.
peHUB relates one source is working with a potential American
Apparel buyer. That source says Mr. Charney has been buying stock
in American Apparel, which has seen its share price plummet
following the revelation on March 31 that it faces bankruptcy.
American Apparel's shares were trading for 82 cents on Tuesday,
down from a 52-week high of $3.62. Its market cap is just under
$64 million.
peHUB notes it is believed Mr. Charney controls more than 60% of
the company now, although recent reports peg his ownership closer
to 54%. Mr. Charney has been converting his American Apparel debt
holdings to equity, according to the source working with a
potential buyer.
That source, according to peHUB, also says American Apparel's
creditor, Lion Capital, hired Miller Buckfire in anticipation of
any significant event that pushes the company closer to a Chapter
11 bankruptcy filing. Lion Capital recently removed its two
directors, Lyndon Lea and Neil Richardson, from American Apparel's
board.
peHUB recounts that Mr. Charney on Tuesday declared in an
interview by Counselor magazine and in a separate statement that
"there's no chance this industry has to worry about me, or
American Apparel, leaving." He asserted the statement about the
possibility of bankruptcy in the company's annual report was
"something we did as an obligation to shareholders . . . To say
that the company is unstable is not
accurate, "he said.
Extremely Challenging Year
American Apparel reported a net loss of $86.31 million on
$532.99 million of net sales for the year ended Dec. 31, 2010,
compared with net income of $1.11 million on $558.77 million of
net sales during the prior year.
American Apparel reported a net loss of $19.30 million on $143.97
million of net sales for the three months ended Dec. 31, 2010,
compared with net income of $3.05 million on $158.11 million of
net sales for the same period during the prior year.
Tom Casey, Acting President, of American Apparel stated: "2010 was
an extremely challenging but productive year. We suffered the
after-effects of a major labor disruption resulting from an
immigration intervention in 2009. The disruption of our 2010
production schedule resulted in significantly higher production
costs per unit and late deliveries of products to our stores and
to our wholesale clients. In addition, we encountered
extraordinarily challenging world-wide economic conditions. We
also experienced higher yarn and fabric costs in the second half
of 2010. These factors along with a weak retail environment and
intense competition resulted in weak comparable store sales and a
lower EBITDA."
A full-text copy of the press release announcing the fourth
quarter and full-year 2010 financial results is available for free
at http://is.gd/jgcuJC
About American Apparel
Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel. As of Sept. 30, 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.
The Company's balance sheet at Dec. 31, 2010 showed
$327.95 million in total assets, $252.93 million in total
liabilities, and $75.02 million in total stockholders' equity.
Bankruptcy Warning
American Apparel, Inc., if unable to improve its operating
performance and financial position, obtain alternative sources of
capital or otherwise meet its liquidity needs, may need to
voluntarily seek protection under Chapter 11 of the U.S.
Bankruptcy Code, the retailer said in its annual report on Form
10-K filed with the U.S. Securities and Exchange Commission.
American Apparel reported a net loss of $86.31 million on
$532.99 million of net sales for the year ended Dec. 31, 2010,
compared with net income of $1.11 million on $558.77 million of
net sales during the prior year.
Marcum LLP, in New York, in its audit report on American Apparel's
financial statements for the year ended Dec. 31, 2010, expressed
substantial doubt about the Company's ability to continue as a
going concern. The independent auditors noted that the Company
has incurred a substantial loss from operations and had negative
cash flow from operations for the year ended Dec. 31, 2010. As a
result of noncompliance with certain loan covenants, debt with
carrying value of approximately $138.0 million at Dec. 31, 2010,
could be declared immediately due and payable. Notwithstanding
the foregoing, the Company has minimal availability for additional
borrowings from its existing credit facilities, which could result
in the Company not having sufficient liquidity or minimum cash
levels to operate its business.
MESA AIR: Waterstone Entities Become Substantial Claimholders
-------------------------------------------------------------
As provided in a notice, dated March 9, 2011, (i) the affiliated
entities Waterstone Market Neutral Master Fund, Ltd., Waterstone
MF Fund, Ltd., and Prime Capital Master SPC, GOT WAT MAC
Segregated Portfolio, collectively; and (ii) Waterstone Market
Master Fund, Ltd., individually, have become substantial
claimholders with respect to claims against Mesa Air Group, Inc.
and its affiliated debtors.
As of Feb. 28, 2011, (i) the affiliated entities collectively
beneficially own claims in the aggregate principal amount of
$69,654,132 against the Debtors, and (ii) WMNM individually
beneficially owns claims in the aggregate principal amount of
$55,096,419 against the Debtors.
About Mesa Air
Mesa Air currently operates 76 aircraft with approximately 450
daily system departures to 94 cities, 38 states, the District of
Columbia, and Mexico. Mesa operates as US Airways Express and
United Express under contractual agreements with US Airways and
United Airlines, respectively, and independently as go! Mokulele.
This operation links Honolulu to the neighbor island airports of
Hilo, Kahului, Kona and Lihue. The Company was founded by Larry
and Janie Risley in New Mexico in 1982.
Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.
Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the
Debtors. Imperial Capital LLC is the investment banker. Epiq
Bankruptcy Solutions is claims and notice agent. Brett Miller,
Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison &
Foerster LLP, serve as counsel to the Official Committee of
Unsecured Creditors.
Judge Martin Glenn entered a final order confirming the Third
Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and
its debtor affiliates on January 20, 2011. Under the plan, the
reorganized company will issue new notes, common stock and
warrants to creditors. Unsecured creditors that are U.S. citizens
will receive a combination of new notes and new common stock,
while unsecured creditors that are Non-U.S. citizens will receive
a combination of new notes and new warrants. An agreement with US
Airways paved way for the filing of the plan.
Mesa Air's Plan of Reorganization became effective March 1, 2011.
The Company's restructuring accomplishments included elimination
of 100 excess aircraft and associated leases and debt which
contributed to the deleveraging of Mesa's balance sheet in the
approximate amount of $700 million in capitalized leases and
$50 million in debt, and extending the term of the code-share
agreement with US Airways through September 2015.
Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy
News. The newsletter tracks the Chapter 11 proceedings undertaken
by Mesa Air Group Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000).
MESA AIR: U.S. Bank Transfers Claims to Various Entities
--------------------------------------------------------
On March 3, 2011, the Bankruptcy Clerk recorded the transfer of
U.S. Bank National Association's claims to these entities:
Amount
Transferee Claim No. Transferred
---------- --------- -----------
OHA Strategic Credit 1531, 1533, 1538, $83,211,034
Master Fund, L.P. 1554, 1567, 1569,
1574 & 1590
OHA Strategic Credit 1531, 1533, 1538, $22,900,314
Master Fund II, L.P. 1554, 1567, 1569,
1574 & 1590
Prime Capital Master 1530 $294,552
SPC, GOT WAT MAC 1536 $291,327
Segregated Portfolio 1537 $284,796
1566 $294,552
1572 $291,327
1573 $284,796
Waterstone MF Fund, 1530 $2,167,907
Ltd. 1536 $2,144,169
1537 $2,096,103
1566 $2,167,907
1572 $2,144,169
1573 $2,096,103
Waterstone Market 1530 $9,319,644
Neutral Master Fund, 1536 $9,217,599
Ltd. 1537 $9,010,965
1566 $9,319,644
1572 $9,217,599
1573 $9,010,965
Certain claims have been partially transferred to different
entities.
Claim Nos. 1566, 1572, 1573, 1530, 1536, and 1537 have been
allowed in the aggregate amount of $69,654,132 in accordance with
the Court's February 18, 2011 Order approving the settlement of
certain claims filed by U.S. Bank for the benefit of Agencia
Especial de Financiamento Industrial-Finame.
Claim Nos. 1574, 1538, 1567, 1531, 1590, 1554, 1569, and 1533
have been allowed in the aggregate amount of $106,111,348 in
accordance with the Court's February 18, 2011 Order approving the
settlement of certain claims filed by U.S. Bank for the benefit
of Finame.
An evidence of transfer was filed with the Court, showing that
U.S. Bank National Association, not in its individual capacity,
but solely as security trustee, unconditionally, irrevocably
sells, transfers, and assigns unto Blue Mountain Credit
Alternatives Master Fund, LP, BlueMountain Distressed Master
Fund, LP, BlueMountain Long/Short Credit Master Fund, LP, and
BlueMountain Timberline, Ltd. the Claim Nos. 1562, 1526, 1582,
1546, 1583, 1547, 1570, and 1534, which have been allowed in the
aggregate amount of $106,932,148.
To recall, U.S. Bank filed separate notices with the Court of its
intention to sell, trade or otherwise transfer certain claims
against the Debtors to several entities, including Blue Mountain.
On Feb. 28, 2011, the Bankruptcy Clerk recorded the transfer of
Claim Nos. 1393 and 1401, amending Claim Nos. 955 and 951, of
CIT Capital USA, Inc., to Corre Opportunities Fund, LP.
Claim Nos. 1393 and 1401 were filed by Wilmington Trust Company,
solely as a mortgagee, to the extent of $2,600,000 per claim -- a
total of $5,200,000 -- as assigned to CIT Capital.
About Mesa Air
Mesa Air currently operates 76 aircraft with approximately 450
daily system departures to 94 cities, 38 states, the District of
Columbia, and Mexico. Mesa operates as US Airways Express and
United Express under contractual agreements with US Airways and
United Airlines, respectively, and independently as go! Mokulele.
This operation links Honolulu to the neighbor island airports of
Hilo, Kahului, Kona and Lihue. The Company was founded by Larry
and Janie Risley in New Mexico in 1982.
Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.
Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the
Debtors. Imperial Capital LLC is the investment banker. Epiq
Bankruptcy Solutions is claims and notice agent. Brett Miller,
Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison &
Foerster LLP, serve as counsel to the Official Committee of
Unsecured Creditors.
Judge Martin Glenn entered a final order confirming the Third
Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and
its debtor affiliates on January 20, 2011. Under the plan, the
reorganized company will issue new notes, common stock and
warrants to creditors. Unsecured creditors that are U.S. citizens
will receive a combination of new notes and new common stock,
while unsecured creditors that are Non-U.S. citizens will receive
a combination of new notes and new warrants. An agreement with US
Airways paved way for the filing of the plan.
Mesa Air's Plan of Reorganization became effective March 1, 2011.
The Company's restructuring accomplishments included elimination
of 100 excess aircraft and associated leases and debt which
contributed to the deleveraging of Mesa's balance sheet in the
approximate amount of $700 million in capitalized leases and
$50 million in debt, and extending the term of the code-share
agreement with US Airways through September 2015.
Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy
News. The newsletter tracks the Chapter 11 proceedings undertaken
by Mesa Air Group Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000).
MESA AIR: ALPA Pilots Begin Talks for Competitive Package
---------------------------------------------------------
The pilots of Mesa Air Group (MAG), who are represented by the Air
Line Pilots Association, Int'l (ALPA), began negotiations with
management early March week for a competitive wage and benefits
package that recognizes the pilots' sacrifices and contributions
to the airline over the years, provides incentives to retain
qualified professionals, and makes Mesa the airline of choice for
prospective pilots.
"We are at a critical juncture and must act quickly to make the
necessary changes that will ensure the long-term viability of our
airline," said First Officer Marcin Kolodziejczyk, chairman
of the Mesa Air Group unit at ALPA. "No longer is being 'the
cheapest' a guarantee to winning new business. Mesa needs to
focus on rebuilding its brand as one that respects its pilots,
values our contributions, and continues to provide our partners
with a quality product. The pilots have done their part by
consistently delivering outstanding service to our partners and
our passengers. We expect Mesa management to do their part by
negotiating a fair agreement."
Much has changed since the pilots were last at the bargaining
table with MAG management. In December 2008, the pilots narrowly
ratified a short-term agreement with significant work-rule
improvements that brought them in line with the industry in many
key areas. However, provisions such as increasing captain pay
rates and improving health care and other benefits were not
addressed in those negotiations due to the precarious financial
situation of the company, and they remain at levels that were
negotiated in their 2003 contract.
A year ago, MAG entered into Chapter 11 bankruptcy protection; the
company recently emerged after restructuring the airline and its
fleet to meet the needs of its partners. The union was actively
involved in working to protect pilots' rights while at the same
time ensuring the company's survival. It was a painful process
that, among other things, resulted in hundreds of pilots being
furloughed, displaced from their bases, and/or downgraded from
captain to first officer.
Meanwhile, the pool of qualified, professional pilots is
shrinking, and industry analysts forecast a severe pilot shortage
within the next 10 years due to pilot retirements and the
decreasing number of new pilots entering the profession.
Competition for qualified pilots is already fierce, and many
regional and mainline carriers are currently hiring pilots on an
ongoing basis. Several of these carriers have also made
significant improvements to their pilot agreements to assist them
in retaining and attracting qualified professionals.
The MAG pilots intend to make similar improvements to their
contract. MAG is now a stronger, leaner airline with an aggressive
plan to maintain current business, secure new business, and reward
senior management, aircraft lessors, suppliers, and other
shareholders.
"Mesa's pilots must also be rewarded for their contributions to
this airline, namely for our efforts in maintaining operational
excellence," said Mr. Kolodziejczyk. "As one of the largest
stakeholders in Mesa, the pilots are an integral part to the
company's current and future plans, and we deserve to share
in its success."
ALPA represents nearly 53,000 pilots at 38 airlines in the United
States and Canada, including the nearly 1,400 pilots -- and 480
who are on furlough -- at Mesa Air Group. Mesa Air Group includes
Mesa Airlines, Freedom Airlines, and go!, the company's
interisland carrier in Hawaii. Pilots fly as United Express, US
Airways Express, and go! For more information, visit
http://www.MesaPilots.com/
About Mesa Air
Mesa Air currently operates 76 aircraft with approximately 450
daily system departures to 94 cities, 38 states, the District of
Columbia, and Mexico. Mesa operates as US Airways Express and
United Express under contractual agreements with US Airways and
United Airlines, respectively, and independently as go! Mokulele.
This operation links Honolulu to the neighbor island airports of
Hilo, Kahului, Kona and Lihue. The Company was founded by Larry
and Janie Risley in New Mexico in 1982.
Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.
Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the
Debtors. Imperial Capital LLC is the investment banker. Epiq
Bankruptcy Solutions is claims and notice agent. Brett Miller,
Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison &
Foerster LLP, serve as counsel to the Official Committee of
Unsecured Creditors.
Judge Martin Glenn entered a final order confirming the Third
Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and
its debtor affiliates on January 20, 2011. Under the plan, the
reorganized company will issue new notes, common stock and
warrants to creditors. Unsecured creditors that are U.S. citizens
will receive a combination of new notes and new common stock,
while unsecured creditors that are Non-U.S. citizens will receive
a combination of new notes and new warrants. An agreement with US
Airways paved way for the filing of the plan.
Mesa Air's Plan of Reorganization became effective March 1, 2011.
The Company's restructuring accomplishments included elimination
of 100 excess aircraft and associated leases and debt which
contributed to the deleveraging of Mesa's balance sheet in the
approximate amount of $700 million in capitalized leases and
$50 million in debt, and extending the term of the code-share
agreement with US Airways through September 2015.
Bankruptcy Creditors' Service, Inc., publishes Mesa Air Bankruptcy
News. The newsletter tracks the Chapter 11 proceedings undertaken
by Mesa Air Group Inc. and its units.
(http://bankrupt.com/newsstand/or 215/945-7000).
SATELITES MEXICANOS: Files Prepack Plan to Cut Debt by $110-Mil.
----------------------------------------------------------------
Satelites Mexicanos SA, the Mexican satellite company, filed for
bankruptcy court protection in the U.S. (Bankr. D. Del. Lead Case
No. 11-11035) with a restructuring plan supported by noteholders.
Satmex, based in Mexico City, has sought bankruptcy protection for
the second time in less than five years. Satmex first filed for
bankruptcy in August 2006 in New York and exited four months later
with a plan to repay creditors owed about $743 million with new
debt and equity.
In bankruptcy court filings this week in Delaware, the Company
disclosed $441.6 million in assets and $531.6 million in debt as
of March 23. Two affiliates, Alterna'TV Corporation and
Alterna'TV International Corp., also sought court protection.
Satmex announced late March that it had reached an agreement with
the holders of more than two-thirds of the outstanding principal
amount of its first priority senior secured notes due 2011 and
second priority senior secured notes due 2013 to support a
prepackaged plan. The first-priority noteholders are owed about
$238.2 million, and the second-priority noteholders are owed about
$201.9 million.
Patricio E. Northland, chief executive officer of the Debtors,
said in a court filing that the primary purposes of the
prepackaged plan are to (i) create a sustainable capital structure
for the Debtors; (ii) provide the financing to replace the Satmex
5 satellite with a new satellite, Satmex 8, (iii) better position
Satmex to enter into value-enhancing and other strategic
transactions, such as the replacement of the Solidaridad 2
satellite with a new satellite, Satmex 7, and (iv) enhance
customer and employee relationships, confidence, and loyalty.
The restructuring will reduce the amount of Satmex's outstanding
indebtedness by approximately $110 million and extending maturity
of its secured indebtedness to 2017. The consummation of Plan
will significantly de-leverage the Satmex's balance sheet, reduce
its interest expense, and help fund the Satmex 8 program. The
Debtors anticipate that trade creditors will not be affected by
the balance sheet restructuring, and the Debtors expect to be able
to continue to pay all of their trade creditors who continue to
provide normal trade credit terms in the ordinary course of
business, subject to bankruptcy court approval.
The Chapter 11 Plan
Mr. Northland, the CEO, relates that the restructuring outlined in
the Plan represents the culmination of more than a year of intense
negotiations with the Debtors' largest constituencies and the
Mexican government. The Plan, he says, represents the best
possible alternative for all constituents of the Debtors' estates,
he asserts.
A copy of the Plan is available for free at:
http://bankrupt.com/misc/Satmex_Prepack_Plan.pdf
A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/Satmex_Disc_Statement.pdf
The salient terms of the Plan are:
-- First priority noteholders owed $328 million, whose debt is
secured by substantially all of the Debtors' assets and
matures in 2011, will receive payment in full in cash of all
outstanding principal and accrued but unpaid interest at the
applicable non-default rate of 12% per annum under the terms
of the First Priority Notes, without penalty or premium, as
of the Effective Date of the Plan. The first priority
noteholders will receive interest payments in cash pursuant
to an agreement on the use of cash collateral. These
noteholders are impaired and were entitled to vote on the
Plan.
-- The second priority noteholders, whose $140 million debt is
also secured by substantially all of the Debtors' assets,
can have their debt converted into direct or indirect equity
of Reorganized Satmex, plus have the option of participating
in a rights offering and follow-on rights offering for
equity in Reorganized Satmex. As an alternative, the second
priority noteholders have the option to "cash out," by
receiving $0.38 for each dollar of their claim on or about
the Effective Date of the Plan. These noteholders are
impaired and were entitled to vote on the Plan.
-- All holders of allowed claims against the Debtors, including
employees, trade creditors, and other priority and non-
priority creditors, will be paid in the ordinary course.
The creditors shall be paid in cash in full, on or as soon
as possible after the Effective Date of Plan. These
creditors are unimpaired and are deemed to accept the Plan.
-- The current equity of Satmex will be purchased by certain
holders of Second Priority Notes. Holdsat Mexico S.A.P.I.
de C.V. and Satmex International B.V., a wholly-owned
subsidiary of Satmex Investment Holdings OP Ltd., and Satmex
Investment Holdings L.P., will purchase 100% of the current
equity in Satmex for a purchase price of up to
$6.25 million. The purchase price for the equity will be
funded in part by the proceeds of Satmex's rights offering.
Upon consummation of this transaction, which is expected to
occur shortly before the Plan goes effective, the existing
equity in Satmex will be cancelled, redeemed, diluted, or
converted, as the case may be, at an extraordinary meeting
of the new shareholders of Satmex.
Proposed Timeline
The Debtors aim for a quick Chapter 11 case, targeting an
emergence before June 2011:
Commencement of Solicitation March 8, 2011
Voting Deadline April 4, 2011
Petition Date April 6, 2011
Mailing of Summary and Notice and
Notice of Hearing April 8, 2011
Objection Deadline May 6, 2011
Combined Hearing Date May 11, 2011
Effective Date of Plan May 24, 2011
$421 Million in Financing
The proposed restructuring is being funded by more than
$421 million in financing for which the Debtors obtained
prepetition commitments.
* $325 Million Exit Debt Financing
As part of the restructuring and to help fund its emergence from
bankruptcy, Satmex will obtain $325 million in exit financing from
new senior secured notes due 2017 or bridge financing. The
Debtors have obtained a commitment to fully fund the debt
financing from Jefferies Finance LLC.
If provided by Jefferies, the bridge loans will bear interest at a
rate per annum equal to the three-month LIBOR, adjusted quarterly,
plus a spread of 8.50% (the "Rate"). The Rate will increase by
(i) 75 basis points upon the 90-day anniversary of the Closing
Date, plus (ii) an additional 75 basis points upon each subsequent
90-day anniversary following the initial 90-day anniversary of the
Bridge Closing Date. Interest on the Bridge Loans (excluding
default interest, if any) shall not exceed an agreed upon cap and
(ii) shall not at any time be less than 10.0% per annum, in each
case, without giving effect to any default interest.
* $96 Million Rights Offering
The Company will also conduct a rights offering of the reorganized
company's equity to raise about $96.25 million. Under the Plan,
holders of second priority notes are entitled to receive:
* their pro rata share of equity interests representing 7.146%
of the economic interests in Reorganized Satmex, plus and
opportunity to participate in the rights offering, whereby a
holder of second priority notes may exercise
* rights to subscribe for their pro rata share of equity
interests representing 85.753% of the economic interests in
Reorganized Satmex; and
* rights to subscribe for their pro rata share of equity
interests issued in respect of a follow-on equity offering,
within 18 months after the Effective Date.
The terms of the exit financing have been negotiated closely with
the representatives of more than 66-2/3% of the Second Priority
Notes, who will be among those that become the largest holders of
equity in Reorganized Satmex under the terms of the Plan. These
noteholders have fully backstopped the offering of Primary Rights,
which may be exercised for an aggregate purchase price of up to
$96.25 million.
Bankruptcy Professionals
Lazard and its Mexican alliance partner, Alfaro, Davila y Rios,
S.C. are serving as financial advisors to Satmex. Greenberg
Traurig is serving as U.S. counsel and Santamarina y Steta and
Rubio Villegas & Asociados are serving as the Company's Mexican
counsels.
Jefferies & Company, Inc. is serving as the financial advisor to
certain holders of the second priority notes. Ropes & Gray LLP is
serving as U.S. counsel and Cervantes Sainz as Mexican counsel to
this group.
Dechert LLP is serving as U.S. counsel to certain holders of the
first priority notes. Galicia Abogados, S.C. is serving as
Mexican counsel to this group.
Bracewell & Giuliani LLP is serving as counsel to the Series B
Directors of Satmex's Board. Kuri Brena Sanchez Ugarte y Aznar is
local Mexican counsel for the Series B Directors.
Morgan, Lewis & Bockius LLP is counsel to the Secretariat of
Communications and Transport for the government of Mexico ("SCT").
Casares, Castelazo, Frias, Tenorio y Zarate, SC., is local Mexican
counselt to the SCT and Detente Group is the financial advisor to
the SCT.
Latham & Watkins LLP is counsel to Jefferies Finance LLC, which is
providing the exit financing. Creel, Garcia-Cuellar, Aiza y
Enriquez is local Mexican counsel for Jefferies Finance.
About Satmex SAB
Satelites Mexicanos, S.A. de C.V., (Satmex) is a Mexico-based
Rovider of fixed satellite services in the Americas, with coverage
to more than 90% of the population to the Americas, including more
than 45 nations and territories. Satmex also provides Latin
American television programming in the United States.
One of only two privately managed FSS providers based in Latin
America, Satmex has a fleet comprised of three satellites. Satmex
5 and Satmex 6 generate the adjusted EBITDA for Satmex. A third
satellite, Solidaridad 2, is inclined orbit but does not generate
any adjusted EBITDA. Construction of Satmex 8 is expected to be
completed by July 2012. Satmex also intends to pursue plans for a
new satellite, to be named Satmex 7.
SATELITES MEXICANOS: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Satelites Mexicanos, S.A. de C.V.
Paseo de la Reforma, #222, Fl 20, 21
Col. Juarez Delegacion Cuauhtemoc
C.P. 06600
D.F.
Mexico
Bankruptcy Case No.: 11-11035
Affiliates that simultaneously filed separate Chapter 11
petitions:
Debtor Case No.
------ --------
Alterna'TV International Corporation 11-11034
Alterna'TV Corporation 11-11033
Chapter 11 Petition Date: April 6, 2011
Court: U.S. Bankruptcy Court
District of Delaware (Delaware)
Judge: Christopher S. Sontchi
Debtor's Counsel: Victoria Watson Counihan, Esq.
GREENBERG TRAURIG, LLP
The Nemours Building
1007 North Orange Street, Suite 1200
Wilmington, DE 19801
Tel: (302) 661-7000
Fax: (302) 661-7360
E-mail: bankruptcydel@gtlaw.com
Debtors'
Investment
Bank: LAZARD FRERES & CO. LLC
Debtors'
Financial
Advisor: ERNST & YOUNG LLP
Debtors' Special
Mexican Corporate
and Regulatory
Counsel: RUBIO VILLEGAS & ASOCIADOS, S.C.
Debtors' Claims
and Notice Agent: EPIQ BANKRUPTCY SOLUTIONS
Fin'l Advisor
to Supporting
2nd Lien
Noteholders: JEFFERIES & COMPANY, INC.
US Counsel to
Supporting
2nd Lien
Noteholders: ROPES & GRAY LLP
Mexican
Counsel to
Supporting
2nd Lien
Noteholders: CERVANTES SAINZ
U.S. Counsel to
Supporting Holders
of First
Priority
Notes: DECHERT LLP
Mexican
Counsel to
Supporting
Holders
of First
Priority Notes: GALICIA ABOGADOS, S.C.
U.S. Counsel to
Series B.
Directors: BRACEWELL & GIULIANI LLP
Mexican
Counsel to
Series B.
Directors: KURI BRENA SANCHEZ UGARTE Y AZNAR
U.S. Counsel
for SCT for
Mexico Govt: MORGAN, LEWIS & BOCKIUS LLP
Mexican
Counsel
for SCT for
Mexico Govt: CASARES, CASTELAZO, FRIAS, TENORIO Y
ZARATE, SC
Fin'l Advisor
for SCT for
Mexico Govt: DETENTE GROUP
U.S. Counsel to
Jefferies
Finance: LATHAM & WATKINS LLP
Mexican Counsel
for Jefferies: CREEL, GARCIA-CUELLAR, AIZA Y ENRIQUEZ
Total Assets: $441.6 million as of March 23, 2011
Total Debts: $531.6 million as of March 23, 2011
The petition was signed by Patricio E. Northland, chief executive
officer.
Debtor's List of 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Secretaria de Hacienda y Credito Taxes $1,648,192
Publico (SHCP)
Av. Hidalgo 77
Col. Guerrero
Mexico, DF 06300 Mexico
Elektra del Milenio LP Advance/Deposit $811,875
Ferrocarril de Rio Frio No. 419VW from Customers
Real Del Moral, Iztapalapa
Mexico, DF 1700 Mexico
Telemicro International Holdings, Trade Debt $569,022
LLC
4242 SW 73rd Avenue
Miami, FL 33155 USA
Exicom Inc. Advance/Deposit $432,000
122-35 Autopista Norte from Customers
Psio 3o
Bogota, Colombia
Corporation TV USA, LLC Trade Debt $353,810
1871 Silverbell Terrace
Weston, FL 33327 USA
Telefonica Celular de Bolivia, Advance/Deposit $345,600
S.A. (Telecel, S.A.) from Customers
648 Av. Viedman
Santa Cruz de la Sierra, Bolivia
ACS Global TV, C.V. Trade Debt $278,980
Zadelmakerstreet
Velserbroek, NY 19911 Netherlands
Galaz, Yamazaki, Ruiz, Urquiza, Trade Debt $256,552
S.C. (Deloitte Member Firm)
Avenida Paseo de la Reforma
No. 505, Piso 28
Col. Cuauhtemoc, Del. Cuauhtemoc
Mexico, DF 06500 Mexico
Union Fenosa Redes de Advance/Deposit $224,600
Telecomunicaciones, S.L., Sucurcal from Customers
en la Republica de Panama
Optimal Satcom, Inc. Trade Debt $218,000
Santamarina y Steta, S.C. Trade Debt $179,242
Mi Cine Trade Debt $166,716
Beisbol Latino, S.A. de C.V. Trade Debt $157,558
CapRock Communications, Inc. Advance/Deposit $152,674
from Customers
Transmitter Location Systems, LLC Trade Debt $148,800
Corporacion Ecuatoriana de Advance/Deposit $148,703
Television, S.A. from Customers
Schlumberger Technology Corp. Advance/Deposit $143,892
from Customers
Atlanta DTH, Inc Advance/Deposit $126,500
from Customers
Sistema de Informacion y Advance/Deposit $122,686
Comunicacion from Customers
Hunter Communications Inc. Advance/Deposit $112,242
from Customers
Telefonos del Norte, S.A. Advance/Deposit $103,670
from Customers
Instituto Politecnico Nacional Trade Debt $102,575
Television Metropolitana, S.A de Trade Debt $96,667
C.V.
Instituto Tecnologico y de Trade Debt $93,042
Estudios
Telgrim S.A. de C.V. Trade Debt $90,450
Secovi S.A. de C.V. Trade Debt $78,768
Corporacion Nacional de Advance/Deposit $74,700
Radiodeterminacion S.A. de C.V. from Customers
Medio Entertainment, S.A. de C.V. Trade Debt $66,973
Castalia Communications Trade Debt $66,792
Corporation
Pricewaterhousecoopers, S.C. Trade Debt $60,326
SEAHAWK DRILLING: Hercules Given Approval to Buy Business
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Corpus Christi Division, approved an Asset Purchase Agreement
between Hercules Offshore, Inc., and its wholly owned subsidiary,
SD Drilling LLC, and Seahawk Drilling, Inc., and certain of its
subsidiaries, pursuant to which Seahawk agreed to sell to
Hercules, and Hercules agreed to acquire from Seahawk, all 20 of
Sellers' jackup rigs and related assets, accounts receivable and
cash and certain liabilities of Sellers in a transaction pursuant
to Section 363 of the U.S. Bankruptcy Code.
The purchase price for the Acquisition will be funded by the
issuance of approximately 22.3 million shares of Hercules Offshore
common stock and cash consideration of $25 million, which will be
used primarily to pay off Seahawk's Debtor-in-Possession loan.
The number of shares of Hercules Offshore common stock to be
issued will be proportionally reduced at closing, based on a fixed
price of $3.36 per share, if the outstanding amount of the DIP
loan exceeds $25 million, with the total cash consideration not to
exceed $45 million. The assets to be acquired will consist of 20
jackup rigs located in the U.S. Gulf of Mexico and related
equipment, accounts receivable, cash and contractual rights.
Assumed liabilities will be limited to specific items, such as
accounts payable, with all other liabilities retained by Seahawk.
Hercules entered into the Agreement on Feb. 11, 2011. Closing is
subject to other conditions as provided in the Agreement.
Assuming those conditions are achieved, the Company anticipates
closing of this transaction to occur on or about April 20, 2011.
$170 Million Sale
As reported in the Feb. 15, 2011 edition of the Troubled Company
Reporter, the Company has filed for Chapter 11 protection to
complete the sale of all assets to Hercules Offshore.
The executed APA contemplates the acquisition by Hercules or one
or more of its subsidiaries of substantially all of the assets and
jackup rigs of the Debtors through a sale. The aggregate
consideration for the Purchased Assets is:
a) 22,321,425 shares of Hercules Common Stock plus
b) cash in an amount equal to $25,000,012.
A copy of the Asset Purchase Agreement with Hercules Offshore is
available for free at http://ResearchArchives.com/t/s?7595
Bill Rochelle, Bloomberg News' bankruptcy columnist, notes that
subject to adjustment for the amount of cash required to pay off
financing for the Chapter 11 case, the price includes $25 million
cash and 22.3 million Hercules shares. Seahawk said when the
reorganization began that the sale should pay funded debt and
trade suppliers in full.
Mr. Rochelle notes that Hercules fell 36 cents April 5 to $6.44 in
Nasdaq Stock Market trading. The day before Seahawk's Chapter 11
filing, Hercules closed at $3.62. Based on the April 5 closing
price and without adjustment for paying off financing, the sale
ended up being worth almost $170 million. Seahawk rose 14 cents
April 5 to $6.50 in over-the-counter trading. It closed at $7.47
just before the bankruptcy filing.
Mr. Rochelle notes that the bankruptcy court approved $35 million
in financing for the Chapter 11 case. To the extent that more
than $25 million would be required to pay off the financing, the
cash component of the sale price would be increased and the stock
component reduced at a fixed rate of $3.36 a Hercules share.
About Seahawk Drilling
Houston, Texas-based Seahawk Drilling, Inc., engages in a jackup
rig business in the United States, Gulf of Mexico, and offshore
Mexico. It offers rigs and drilling crews on a day rate
contractual basis.
The Company and several affiliates filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. Lead Case No. 11-20089) on Feb. 11,
2011. Berry D. Spears, Esq., and Johnathan Christiaan Bolton,
Esq., at Fullbright & Jaworkski L.L.P., serve as the Debtors'
bankruptcy counsel. Jordan, Hyden, Womble, Culbreth & Holzer,
P.C., serves as the Debtors' co-counsel. Alvarez and Marsal North
America, LLC, is the Debtors' restructuring advisor. Simmons And
Company International is the Debtors' transaction advisor.
Kurtzman Carson Consultants LLC is the Debtors' claims agent.
Judy A. Robbins, U.S. Trustee for Region 7, appointed three
creditors to serve on an Official Committee of Unsecured Creditors
of Seahawk Drilling Inc. and its debtor-affiliates. Heller,
Draper, Hayden, Patrick & Horn, L.L.C., represents the creditors
committee.
The Debtors disclosed $504,897,000 in total assets and
$124,474,000 in total debts as of the Petition Date.
====================
P U E R T O R I C O
====================
DENNY'S CORPORATION: Board OKs 6-Mil. Shares Repurchase Program
---------------------------------------------------------------
Denny's Corporation announced that its Board of Directors has
approved a new share repurchase program authorizing the Company to
repurchase up to 6 million shares of its common stock. Under the
program, the Company may purchase common stock from time to time
in the open market or in privately negotiated transactions.
In addition, the Company announced that it has completed its
previous 3 million share stock repurchase program announced
Nov. 9, 2010.
The amount and timing of any purchases will depend upon a number
of factors, including the price and availability of the Company's
shares, trading volume and general market conditions. As of
March 30, 2011, the Company had 98,817,552 shares of common stock
outstanding.
About Denny's Corporation
Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ:
DENN) -- http://www.dennys.com/-- Denny's is one of America's
largest full-service family restaurant chains, consisting of 1,348
franchised and licensed units and 232 company-owned units, with
operations in the United States, Canada, Costa Rica, Guam, Mexico,
New Zealand and Puerto Rico.
The Company's balance sheet at Dec. 29, 2010, showed
$311.21 million in total assets, $414.92 million in total
liabilities and a $103.71 million shareholders' deficit.
Denny's carries 'B2' corporate family and probability of default
ratings from Moody's Investors Service and a 'B+' corporate credit
rating from Standard & Poor's.
DOE RUN PERU: Says CORMIN Dodges Legal Process to Liquidate Co.
---------------------------------------------------------------
Doe Run Peru reported that CORMIN, the company that initiated the
Company's bankruptcy proceeding before INDECOPI, has resorted to
the judiciary, seeking to avoid the legal rules expertise and
competence that is exclusive to INDECOPI. "In its efforts to
attempt to accomplish this, CORMIN has improperly obtained an
injunction without respecting and exhausting all proceedings of
the bankruptcy process, ignoring confirmed debts that INDECOPI had
defined, and possibly violating the right to due process for the
rest of Doe Run Peru's creditors," the Company said.
The bankruptcy legislation provides that precautionary measures
that suspend rights in a bankruptcy proceeding, can only be issued
in the context of contentious proceedings initiated against acts
of INDECOPI. "It is very surprising to learn of the decision of
the Twelfth Commercial Court's Judge, Bacilio Luciano Cueva
Chauca, for admitting the precautionary measure that openly
infringes a specific provision of the General Bankruptcy Law which
trespasses INDECOPI's jurisdiction. Likewise, it is very unusual
in these circumstances, that said Judge has accepted A MERE
PROMISE AS A GUARANTEE for compensation for damages an injunction
could generate, in regards to the monetary rights of almost US$140
million, WITHOUT REQUIRING A PROPORTIONATE GUARANTEE FOR SAID
AMOUNT," the Company stated.
The Company claimed that CORMIN'S conduct reveals reckless
disregard of the rights of all other stakeholders. The Company
said that CORMIN, with the endorsement of Judge Cueva Chauca,
seeks to control the Creditors Meeting and destroy the patrimony
of the company, by promoting its liquidation instead of supporting
a plan that promotes the restructuring of same and the prompt re-
start of operations of the La Oroya Metallurgical Complex. "With
these actions, CORMIN is injuring the rest of the creditors, and
especially the company's workers and the people of La Oroya.
Along with this unusual action, CORMIN has promoted the
publication in the media, of information referred to our company
that is manifestly false and defamatory," the Company said.
The Company stated, "Faced with this array of circumstances, Doe
Run Peru is forced to firmly reject the excessive abuse of the
right of judicial protection."
The Company affirmed that it has complied with all obligations of
the stock transfer agreement executed with Centromin (Activos
Mineros) of October, 1997, having paid the price of the stock,
made the contribution of the capital and fulfilled the investment
commitment, a transparent transaction that was fully approved by
the Peruvian Government. About US$247 million was paid to acquire
the Company of which US$121 million was paid directly to the
Government, in strict compliance with said contract and verified
by the competent authority, contrary to the egregious claims made
by CORMIN that only US$2 million was invested. The Company also
reinvested 100% of its profits since 2005 to date, investing more
than US$310 million specifically in environmental projects,
without considering other investments in modernization and
operational improvements.
The Company owes Doe Run Cayman Ltd. The debt is duly recorded
and audited in the Company's accounting books. After a thorough
legal and accounting analysis that took several months, INDECOPI
confirmed the debt and gave Doe Run Cayman Ltd. the right to vote
in the creditors meeting. The debt was known by the creditors
including CORMIN and the government, to the point that its
capitalization was part of the negotiations for the PAMA
extension. The Company has put together a restructuring plan that
includes financing for a working capital facility that will allow
the resumption of operations at the La Oroya Metallurgical Complex
and the payment of all its debts in the short run. CORMIN's
maneuvers put the execution of said plan at risk.
The Company ratified its decision to continue committing all
efforts and necessary resources to restart operations at the
Metallurgical Complex, pay the debt and reach for the global
solution of the problems it faces. "For that reason, we need to
unite all efforts to reach for a viable solution in the long term
to benefit the workers, the people of La Oroya, and all other
affected parties," the Company said.
The Company has urged authorities to pursue all legal measures
provided to defend its jurisdiction and sanction the responsible
parties pursuant to law.
=================
V E N E Z U E L A
=================
CRYSTALLEX INT'L: Lowers Net Loss to $48.2-Mil. in 2010
-------------------------------------------------------
Crystallex International Corporation reported its financial
results for the year ended Dec. 31, 2010.
Crystallex entered into a Mine Operating Contract in September
2002 with the Corporacion Venezolana de Guayana. The MOC granted
Crystallex exclusive rights to develop and operate the Las
Cristinas gold properties located in Bolivar State, Venezuela.
Since the issuance of the MOC, the Company has worked vigorously
to bring the Las Cristinas Project to a "shovel ready" state. The
Company completed all of the requirements necessary for the
issuance of the Authorization to Affect Natural Resources from the
Ministry of Environment and Natural Resources while maintaining
compliance with the terms of the MOC. Notwithstanding the
Company's fulfillment of the requisite conditions, Venezuela's
approval of the Environmental Impact Study and assurances that the
Permit would be issued, in April 2008, MinAmb denied the Company's
request for the Permit.
On Feb. 3, 2011, the MOC was unilaterally terminated by the CVG,
despite the CVG confirming the validity of the MOC in August 2010.
On Feb. 16, 2011, the Company filed a Request for Arbitration
before the Additional Facility of the World Bank's International
Centre for Settlement of Investment Disputes against the
Bolivarian Republic of Venezuela pursuant to the Agreement between
the Government of Canada and the Government of the Republic of
Venezuela for the Promotion and Protection of Investments. The
claim is for breach of the Treaty's protections against
expropriation, unfair and inequitable treatment and
discrimination. The Arbitration Request was registered by ICSID
on March 9, 2011.
Crystallex is seeking the restitution by Venezuela of its
investments, including the MOC, and the issuance of the Permit and
compensation for interim losses suffered, or, alternatively full
compensation for the value of its investment in an amount in
excess of US$3.8 billion.
The Company's immediate plans are as follows:
* Seek settlement alternatives with Venezuela while pursuing
the arbitration claim;
* Proceed with an orderly withdrawal from Las Cristinas;
* Sell the remaining mining equipment;
* Negotiate with the Noteholders to restructure the terms of
the $100 million Notes that are due in December 2011; and
* Pursue alternate financing.
Liquidity and Capital Resources
* Cash and cash equivalents at Dec. 31, 2010 was $16.1 million.
Financial Results
* Losses from continuing operations were $46.1 million ($(0.14)
per share) and $312.7 million ($(1.06) per share) for the
years ended Dec. 31, 2010 and 2009, respectively.
* Losses from discontinued operations at El Callao were $2.1
million ($(0.01) per share) and $1.2 million ($(0.01) per
share) for the years ended Dec. 31, 2010 and 2009,
respectively.
* The resulting losses from continuing and discontinued
operations were $48.2 million ($(0.15) per share) and $313.9
million ($(1.07) per share) for the years ended Dec. 31, 2010
and 2009, respectively.
About Crystallex International
Based in Toronto, Canada, Crystallex International Corporation
(TSX: KRY) (NYSE Amex: KRY) -- http://www.crystallex.com/-- is a
Canadian-based company, which has been granted the Mine Operating
Contract to develop and operate the Las Cristinas gold properties
located in Bolivar State, Venezuela.
The Company's balance sheet at Sept. 30, 2010, showed
US$63.62 million in total assets, US$108.10 million in total
liabilities, and a stockholders' deficit of US$44.48 million.
"As at Sept. 30, 2010, the Company had working capital of
US$12.50 million, including cash of $21.47 million. Management
estimates that these funds will be sufficient to meet the
Company's obligations and budgeted expenditures for the
foreseeable future, but will not be sufficient to repay the
US$100.00 million notes payable due on December 23, 2011."
SIDERGICA DEL: S&P Places 'B' Corp. Credit Rating on Neg. Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised the CreditWatch
implications for its 'B' corporate credit and senior unsecured
rating on Venezuelan steelmaker Siderurgica del Turbio S.A.
(Sidetur) to negative from developing.
"This means that the ratings could be either lowered or affirmed
following completion of our review of the expropriation process,"
S&P related.
The revision of CreditWatch implications is a consequence of the
Venezuelan government's Decree No. 7,786, dated Nov. 3, 2010,
ordering the expropriation of Sidetur's assets, and related
uncertainty regarding the company's ability to keep paying down
its debt.
"Specifically, we are concerned about the company's operating
performance during the expropriation period and the amount and
timing of the compensation that Sidetur will receive from the
Venezuelan government for the sale of its assets," said Standard
& Poor's credit analyst Bernardo Gonzalez. "Also, the legal
interpretation of the change-of-control and sale-of-assets clauses
under the indenture governing Sidetur's $100 million senior
unsecured notes due 2016 could lead to acceleration of the debt."
"Despite these concerns and based on our observations of similar
events in Venezuela, we expect the Venezuelan government will
provide enough flexibility during the expropriation process for
Sidetur to service its debt on time and use the compensation money
to amortize the remaining principal," S&P related.
The 'B' rating on Sidetur and its senior unsecured notes
reflects the company's having made all scheduled payments related
to the notes. Based on current cash holdings and limited debt
amortizations for the next 12 months, Standard & Poor's believes
Sidetur will continue to meet its financial obligations during the
expropriation process, which we expect to close by the end of 2011
or early 2012," according to S&P.
"In our view, however, if expropriation extends beyond this
period, it could hurt Sidetur's overall capacity to pay its
financial obligations," S&P noted.
"We will resolve the CreditWatch listing once we have more
detailed information about the amount and timing of the Venezuelan
government's compensation to Sidetur and the legal interpretation
of the change-of-control and sale-of-assets clauses under the
indenture governing its notes after expropriation completes," S&P
added.
===============
X X X X X X X X
===============
* BOND PRICING: For the Week April 4 to April 8, 2011
-----------------------------------------------------
Issuer Coupon Maturity Currency Price
------ ------ -------- -------- -----
ARGENTINA
---------
ARGENT- DIS 5.83 12/31/2033 ARS 36.9250
ARGENT-PAR 1.18 12/31/2038 ARS 65.1062
ARGENT-DIS 4.330 12/31/2033 JPY 42.00
ARGENT-PAR&GDP 0.450 12/31/2038 JPY 8.0000
BANCO MACRO SA 10.750 06/07/2012 USD 71.54
BODEN 2014 2 9/30/2014 ARS 33.89
BOGAR 2018 2 2/4/2018 ARS 34.40
PRO12 2 1/3/2016 ARS 30.92
BRAZIL
------
CONCESS AUTOBAN 10.650 10/01/2013 BRL 7.45
SANEAMENTO BASIC 12.870 10/15/2015 BRL 8.3350
TRANSMISSORA ALI 7.400 7/15/2015 BRL 8.4500
CAYMAN ISLAND
-------------
BANCO BPI (CI) 4.15 11/14/2035 EUR 45.89
BCP FINANCE BANK 5.01 3/31/2024 EUR 58.2240
BCP FINANCE BANK 5.31 12/10/2023 EUR 60.4710
BCP FINANCE CO 5.543 06/29/2049 EUR 61.33
BCP FINANCE CO 4.239 10/29/2049 EUR 61
BES FINANCE LTD 6.625 5/29/2049 EUR 65
BES FINANCE LTD 5.58 7/29/2049 EUR 60.50
BES FINANCE LTD 4.5 12/29/2049 EUR 59.3330
BES FINANCE LTD 6 02/07/2035 EUR 57.50
CHINA FORESTRY 7.75 11/17/2015 USD 67.25
CHINA FORESTRY 7.75 11/17/2015 USD 70.50
EFG ORA FUNDING 1.7 10/29/2014 EUR 65.9840
ESFG INTERNATION 5.753 6/29/2049 EUR 57.7500
IMCOPA INTL CAYM 10.375 12/19/2014 USD 36.5000
PUBMASTER FIN 6.962 6/30/2028 GBP 46.5000
PUBMASTER FIN 8.44 6/30/2025 GBP 49.0250
SHINSEI FINANCE 7.160 7/29/2049 USD 75.0000
CHILE
-----
AGUAS NUEVAS 3.4 5/15/2012 CLP 1.3838
CGE DISTRIBUCION 3.25 12/1/2012 CLP 39.8474
ESVAL S.A. 3.8 7/15/2012 CLP 37.8066
MASISA 4.25 10/15/2012 CLP 40.3028
QUINENCO SA 3.50 7/21/2013 CLP 38.1775
PUERTO RICO
-----------
PUERTO RICO CONS 6.20 5/01/2017 USD 55.3750
PUERTO RICO CONS 6.50 4/01/2016 USD 61.3750
VENEZUELA
---------
PETROLEOS DE VEN 5 10/28/2015 USD 64.6670
PETROLEOS DE VEN 5.125 10/28/2016 USD 60.4250
PETROLEOS DE VEN 5.250 04/12/2017 USD 59.5420
PETROLEOS DE VEN 8.500 11/02/2017 USD 69.1250
PETROLEOS DE VEN 5.375 04/12/2017 USD 46.3750
PETROLEOS DE VEN 5.500 04/12/2037 USD 45.3750
PETROLEOS DE VEN 4.900 10/28/2014 USD 72.1250
VENEZUELA 5.75 2/26/2016 USD 73.4000
VENEZUELA 7 12/1/2018 USD 69.2500
VENEZUELA 7.75 10/13/2019 USD 68.4850
VENEZUELA 6 12/9/2020 USD 59.2150
VENEZUELA 9 5/7/2023 USD 68.1150
VENEZUELA 8.25 10/13/2024 USD 64.4500
VENEZUELA 7.65 4/21/2025 USD 61.0000
VENEZUELA 9.25 9/15/2027 USD 73.8150
VENEZUELA 9.25 9/15/2027 USD 71.1502
VENEZUELA 9.25 5/7/2028 USD 67.7200
VENEZUELA 7 3/31/2038 USD 55.9089
VENEZUELA 7 3/31/2038 USD 55.9700
VENZOD - 189000 9.375 1/13/2034 USD 67.8600
***********
Monday's edition of the TCR-LA delivers a list of indicative
prices for bond issues that reportedly trade well below par.
Prices are obtained by TCR-LA editors from a variety of outside
sources during the prior week we think are reliable. Those
sources may not, however, be complete or accurate. The Monday
Bond Pricing table is compiled on the Friday prior to publication.
Prices reported are not intended to reflect actual trades. Prices
for actual trades are probably different. Our objective is to
share information, not make markets in publicly traded securities.
Nothing in the TCR-LA constitutes an offer or solicitation to buy
or sell any security of any kind. It is likely that some entity
affiliated with a TCR-LA editor holds some position in the
issuers' public debt and equity securities about which we report.
Tuesday's edition of the TCR-LA features a list of companies with
insolvent balance sheets obtained by our editors based on the
latest balance sheets publicly available a day prior to
publication. At first glance, this list may look like the
definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
A list of Meetings, Conferences and Seminars appears in each
Thursday's edition of the TCR-LA. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com
***********
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, Marites O. Claro, Joy A. Agravante, Rousel Elaine T.
Fernandez, Valerie U. Pascual, Psyche A. Castillon, Julie Anne G.
Lopez, Ivy B. Magdadaro, Frauline S. Abangan, and Peter A.
Chapman, Editors.
Copyright 2011. 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 * * *