TCRLA_Public/110629.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                     L A T I N   A M E R I C A

            Wednesday, June 29, 2011, Vol. 12, No. 127

                            Headlines



A N T I G U A  &  B A R B U D A

STANFORD INTERNATIONAL: Bank Owes 78,363 Investors US$7.2-Bil.


A R G E N T I N A

MONTES DE AGUA: Creditors' Proofs of Debt Due August 18
POSTA POLO: Creditors' Proofs of Debt Due September 14
TM LOGISTIC: Creditors' Proofs of Debt Due August 16
TODO ENERGIA: Creditors' Proofs of Debt Due August 4


C A Y M A N   I S L A N D S

ABSOLUTE RETURN: Creditors' Proofs of Debt Due July 20
CHINA SHIJIAZHUANG: Creditors' Proofs of Debt Due July 11
DK EUROTUNNEL: Creditors' Proofs of Debt Due July 20
GAMEONE INTERACTIVE.COM: Creditors' Proofs of Debt Due July 12
HI INVESTMENT: Creditors' Proofs of Debt Due July 11

INVESTMENTS ONE: Creditors' Proofs of Debt Due August 5
KAPITALO INVESTMENTS: Creditors' Proofs of Debt Due July 20
LANGCREST HOLDINGS: Creditors' Proofs of Debt Due July 21
LATITUDE CHINA: Creditors' Proofs of Debt Due July 20
NYLON ENHANCED FUND: Creditors' Proofs of Debt Due August 15

NYLON ENHANCED MASTER: Creditors' Proofs of Debt Due August 15
QRT OFFSHORE: Creditors' Proofs of Debt Due July 13
SILVERSTONE FUND: Creditors' Proofs of Debt Due July 13
WP HINGE: Commences Liquidation Proceedings


C O L O M B I A

BBVA COLOMBIA: Fitch Affirms Individual Rating at 'C/D'


M E X I C O

CEMEX SAB: Fitch Rates Proposed Notes Due 2019 'B+/RR3'
GRUPO KUO: S&P Raises Global-Scale Ratings to 'BB'; Outlook Stable
HIPOTECARIA SU: 95% Bondholders Agree to Debt Swap Offer
SATELITES MEXICANOS: Rene Salazar Appointed Interim CFO
VITRO SAB: Seeks Alternatives to Extend Protection for U.S. Units

VITRO SAB: VVP Holdings Files Schedules of Assets and Debts
VITRO SAB: Creditors' Committee Hires Akin Gump as Counsel




                            - - - - -


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A N T I G U A  &  B A R B U D A
===============================


STANFORD INTERNATIONAL: Bank Owes 78,363 Investors US$7.2-Bil.
--------------------------------------------------------------
The Royal Gazette Online, citing Offshore Alert, an online
newsletter, reports that Stanford International Bank Ltd. owes
78,363 account-holders from 114 jurisdictions a total of US$7.2
billion at an average of US$92,000 per account.

Offshore Alert, according to The Royal Gazette Online, obtained
the information from a document, which breaks down deposits by
jurisdiction, number of accounts, and total deposits.

Twelve Bermuda-based account holders had a combined total of
nearly US$2 million in the Bank, the report says.  Bermuda, with
its 12 accounts totaling US$1.94 million at an average balance of
more than US$161,600, appears to have been much less exposed to
the freezing of the bank's assets than other financial centers,
the report notes.

The report further notes that British Virgin Islands had 456
accounts with deposits totaling US$84.6 million, while the Bahamas
had 29 accounts with deposits of US$15.5 million, and the Cayman
Islands had 15 accounts with deposits of US$7.5 million.

The jurisdiction whose account-holders were owed the most is the
U.S., where 12,675 accounts had deposits totaling US$1.57 billion,
The Royal Gazette Online says.  The report notes that Canada had
879 accounts had deposits totaling US$308 million; the United
Kingdom, 774 accounts with deposits of US$63 million; and Spain,
388 accounts with deposits of US$29 million.

The jurisdiction with the highest deposit amount per account is
Libya, whose nine account-holders had deposits totaling nearly
US$59 million for an average of US$6.5 million per account,
followed by Senegal, The Royal Gazette Online notes.

The Royal Gazette Online relates that Mexico's 11,042 accounts had
deposits totaling US$932 million and there were 1,128 account
holders from Haiti with total deposits of US$220 million.

Other notable jurisdictions include Russia, 88 accounts with
deposits of US$11.5 million, the United Arab Emirates, 36 accounts
totaling US$6.6 million and China, 15 accounts with deposits of
just over US$1 million, The Royal Gazette Online adds.

             About Stanford International Bank

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under management
or advisement.  Stanford Private Wealth Management serves more
than 70,000 clients in 140 countries.

On Feb. 16, 2009, the U.S. District Court for the Northern
District of Texas, Dallas Division, signed an order appointing
Ralph Janvey as receiver for all the assets and records of
Stanford International Bank, Ltd., Stanford Group Company,
Stanford Capital Management, LLC, Robert Allen Stanford, James M.
Davis and Laura Pendergest-Holt and of all entities they own or
control.  The February 16 order, as amended March 12, 2009,
directs the Receiver to, among other things, take control and
possession of and to operate the Receivership Estate, and to
perform all acts necessary to conserve, hold, manage and preserve
the value of the Receivership Estate.

The U.S. Securities and Exchange Commission on Feb. 17, 2009,
charged before the U.S. District Court in Dallas, Texas, Mr.
Stanford and three of his companies for orchestrating a
fraudulent, multi-billion dollar investment scheme centering on an
US$8 billion Certificate of Deposit program.

A criminal case was also pursued against Mr. Stanford in June 2009
before the U.S. District Court in Houston, Texas.  Mr. Stanford
pleaded not guilty to 21 charges of multi-billion dollar fraud,
money-laundering and obstruction of justice.  Assistant Attorney
General Lanny Breuer, as cited by Agence France-Presse News, said
in a 57-page indictment that Mr. Stanford could face up to 250
years in prison if convicted on all charges.  Mr. Stanford
surrendered to U.S. authorities after a warrant was issued for his
arrest on the criminal charges.

The criminal case is U.S. v. Stanford, H-09-342 (S.D. Tex.).  The
civil case is SEC v. Stanford International Bank, 09-cv-00298
(N.D. Tex.).


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


MONTES DE AGUA: Creditors' Proofs of Debt Due August 18
-------------------------------------------------------
Amalia Victoria Beckerman, the court-appointed trustee for Montes
de Agua SA's reorganization proceedings, will be verifying
creditors' proofs of claim until August 18, 2011.

Ms. Beckerman will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 9 in Buenos Aires, with the assistance of Clerk
No. 18, 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:

         Amalia Victoria Beckerman
         Tucuman 1367
         Argentina


POSTA POLO: Creditors' Proofs of Debt Due September 14
------------------------------------------------------
Carlos Moreno, the court-appointed trustee for Posta Polo SRL's
reorganization proceedings, will be verifying creditors' proofs of
claim until September 14, 2011.

Mr. Moreno will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 17 in Buenos Aires, with the assistance of Clerk
No. 33, 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:

         Carlos Moreno
         Tucuman 1577
         Argentina


TM LOGISTIC: Creditors' Proofs of Debt Due August 16
----------------------------------------------------
Hector Eduardo Palma, the court-appointed trustee for TM Logistic
SRL's bankruptcy proceedings, will be verifying creditors' proofs
of claim until August 16, 2011.

Mr. Palma 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. 2, 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:

         Hector Eduardo Palma
         Viamonte 920
         Argentina


TODO ENERGIA: Creditors' Proofs of Debt Due August 4
----------------------------------------------------
Carlos Alberto Campodonico, the court-appointed trustee for Todo
Energia y Construcciones SA's bankruptcy proceedings, will be
verifying creditors' proofs of claim until August 4, 2011.

Mr. Campodonico 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. 47, 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:

         Carlos Alberto Campodonico
         Uruguay 667


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


ABSOLUTE RETURN: Creditors' Proofs of Debt Due July 20
------------------------------------------------------
The creditors of Absolute Return Cayman PA, Limited are required
to file their proofs of debt by July 20, 2011, to be included in
the company's dividend distribution.

The company commenced liquidation proceedings on June 9, 2011.

The company's liquidator is:

         Walkers Corporate Services Limited
         c/o Jennifer Chailler
         Telephone: (345) 814 6847
         Walker House
         87 Mary Street, George Town
         Grand Cayman KY1-9005
         Cayman Islands


CHINA SHIJIAZHUANG: Creditors' Proofs of Debt Due July 11
---------------------------------------------------------
The creditors of China Shijiazhuang Holdings are required to file
their proofs of debt by July 11, 2011, to be included in the
company's dividend distribution.

The company commenced liquidation proceedings on June 2, 2011.

The company's liquidator is:

         Rebecca Hume
         Charles Adams Ritchie & Duckworth
         P.O. Box 709
         122 Mary Street
         Grand Cayman KY1-1107
         Cayman Islands
         Telephone: (345) 949.4544
         Facsimile: (345) 949.8460


DK EUROTUNNEL: Creditors' Proofs of Debt Due July 20
----------------------------------------------------
The creditors of DK Eurotunnel Ltd. are required to file their
proofs of debt by July 20, 2011, to be included in the company's
dividend distribution.

The company commenced liquidation proceedings on May 17, 2011.

The company's liquidator is:

         Walkers Corporate Services Limited
         c/o Jennifer Chailler
         Telephone: (345) 814 6847
         Walker House
         87 Mary Street, George Town
         Grand Cayman KY1-9005
         Cayman Islands


GAMEONE INTERACTIVE.COM: Creditors' Proofs of Debt Due July 12
--------------------------------------------------------------
The creditors of Gameone Interactive.Com Inc. are required to file
their proofs of debt by July 12, 2011, to be included in the
company's dividend distribution.

The company commenced liquidation proceedings on May 31, 2011.

The company's liquidator is:

         Kong Chi How
         Johnson
         BDO Financial Services Limited
         Wing On Centre, 25th Floor
         111 Connaught Road Central
         Hong Kong


HI INVESTMENT: Creditors' Proofs of Debt Due July 11
----------------------------------------------------
The creditors of HI Investment Funds SPC are required to file
their proofs of debt by July 11, 2011, to be included in the
company's dividend distribution.

The company commenced wind-up proceedings on June 9, 2011.

The company's liquidator is:

         Ogier
         c/o Jo-Anne Maher
         Telephone: (345) 815-1762
         Facsimile: (345) 949-9877
         89 Nexus Way, Camana Bay
         Grand Cayman KY1-9007
         Cayman Islands


INVESTMENTS ONE: Creditors' Proofs of Debt Due August 5
-------------------------------------------------------
The creditors of Investments One Inc. are required to file their
proofs of debt by August 5, 2011, to be included in the company's
dividend distribution.

The company commenced liquidation proceedings on June 10, 2011.

The company's liquidator is:

         Royhaven Secretaries Limited
         c/o Julie Reynolds
         Telephone: 945 4777
         Facsimile: 945 4799
         P.O. Box 707, Grand Cayman KY1-1107
         Cayman Islands


KAPITALO INVESTMENTS: Creditors' Proofs of Debt Due July 20
-----------------------------------------------------------
The creditors of Kapitalo Investments Fund Limited are required to
file their proofs of debt by July 20, 2011, to be included in the
company's dividend distribution.

The company commenced liquidation proceedings on June 6, 2011.

The company's liquidator is:

         Walkers Corporate Services Limited
         c/o Anthony Johnson
         Walker House
         87 Mary Street, George Town
         Grand Cayman, KY1-9005
         Cayman Islands
         Telephone: (345) 914-6314


LANGCREST HOLDINGS: Creditors' Proofs of Debt Due July 21
---------------------------------------------------------
The creditors of Langcrest Holdings are required to file their
proofs of debt by July 21, 2011, to be included in the company's
dividend distribution.

The company commenced wind-up proceedings on June 10, 2011.

The company's liquidator is:

         Richard Finlay
         c/o Maree Martin
         Telephone: (345) 814 7376
         Facsimile: (345) 945 3902
         P.O. Box 2681, Grand Cayman   KY1-1111
         Cayman Islands


LATITUDE CHINA: Creditors' Proofs of Debt Due July 20
-----------------------------------------------------
The creditors of Latitude China Holdings are required to file
their proofs of debt by July 20, 2011, to be included in the
company's dividend distribution.

The company commenced liquidation proceedings on June 9, 2011.

The company's liquidator is:

         Walkers Corporate Services Limited
         c/o Anthony Johnson
         Walker House
         87 Mary Street, George Town
         Grand Cayman, KY1-9005
         Cayman Islands
         Telephone: (345) 914-6314


NYLON ENHANCED FUND: Creditors' Proofs of Debt Due August 15
------------------------------------------------------------
The creditors of Nylon Enhanced Fund Limited are required to file
their proofs of debt by August 15, 2011, to be included in the
company's dividend distribution.

The company commenced wind-up proceedings on June 8, 2011.

The company's liquidator is:

         Alan Tooker
         A.R.C. Directors Ltd.
         Grand Pavilion Commercial Centre
         802 West Bay Road
         P.O. Box 10250, Grand Cayman KY1-1003
         Cayman Islands
         Telephone: 1-345-769-3401
         Facsimile: 1-345-769-3404


NYLON ENHANCED MASTER: Creditors' Proofs of Debt Due August 15
--------------------------------------------------------------
The creditors of Nylon Enhanced Master Fund Limited are required
to file their proofs of debt by August 15, 2011, to be included in
the company's dividend distribution.

The company commenced wind-up proceedings on June 8, 2011.

The company's liquidator is:

         Alan Tooker
         A.R.C. Directors Ltd.
         Grand Pavilion Commercial Centre
         802 West Bay Road
         P.O. Box 10250, Grand Cayman KY1-1003
         Cayman Islands
         Telephone: 1-345-769-3401
         Facsimile: 1-345-769-3404


QRT OFFSHORE: Creditors' Proofs of Debt Due July 13
---------------------------------------------------
The creditors of QRT Offshore, Ltd. are required to file their
proofs of debt by July 13, 2011, to be included in the company's
dividend distribution.

The company commenced wind-up proceedings on June 6, 2011.

The company's liquidator is:

         Ogier
         c/o Jonathan McLean
         Telephone: (345) 815-1805
         Facsimile: (345) 949-9877
         89 Nexus Way, Camana Bay
         Grand Cayman KY1-9007
         Cayman Islands


SILVERSTONE FUND: Creditors' Proofs of Debt Due July 13
-------------------------------------------------------
The creditors of Silverstone Fund are required to file their
proofs of debt by July 13, 2011, to be included in the company's
dividend distribution.

The company commenced wind-up proceedings on June 8, 2011.

The company's liquidator is:

         Ogier
         c/o Jacqueline Haynes
         Telephone: (345) 815-1759
         Facsimile: (345) 949-9877
         89 Nexus Way
         Camana Bay
         Grand Cayman KY1-9007
         Cayman Islands


WP HINGE: Commences Liquidation Proceedings
-------------------------------------------
On June 2, 2011, a unanimous resolution was passed that liquidates
the business of WP Hinge Cayman Limited.

Creditors are required to file their proofs of debt to be included
in the company's dividend distribution.

The company's liquidator is:

         Andrew Chan
         c/o Maples and Calder, Attorneys-at-law
         P.O. Box 309, Ugland House
         Grand Cayman KY1-1104
         Cayman Islands


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


BBVA COLOMBIA: Fitch Affirms Individual Rating at 'C/D'
-------------------------------------------------------
Following the upgrade of Colombia's Sovereign Rating, Fitch
Ratings has upgraded BBVA Colombia's (BCO) ratings:

   -- Long-term foreign currency Issuer Default Rating (IDR) to
      'BBB' from 'BBB-';

   -- Short-term foreign currency IDR to 'F2' from 'F3';

   -- Long-term local currency IDR to 'A-' from 'BBB+';

   -- Short-term local currency IDR to 'F1' from 'F2';

At the same time, these ratings were affirmed:

   -- Individual rating at 'C/D';

   -- Support rating at '2'.

The Rating Outlook is Stable.

On June 22, Fitch upgraded Colombia's IDRs and country ceiling
citing its track record of prudent economic policies, demonstrated
resilience to external and domestic shocks, as well as the
improvement in its external credit metrics. Accordingly, BBVA
Colombia's IDRs -- that are constrained by the country ceiling --
were upgraded. BCO's long term foreign currency IDR is again at
the country ceiling while its long-term local currency IDR is two
notches above Colombia's long-term local currency IDR.

BBVA Colombia (BCO) IDRs reflect the support it would receive from
its parent, BBVA (rated 'AA-' by Fitch) should it be required. The
individual rating considers its resilient margins, improving
profitability and asset quality, adequate reserves, low loan
concentration and relative efficiency; as well as its lower than
average capital. BCO's Foreign Currency IDRs are constrained by
the country ceiling.

Given the level of integration of BCO within BBVA's regional
strategy, support from its parent should be forthcoming, absent a
severe deterioration in Colombia's operating environment, which
Fitch currently considers unlikely.

BCO's IDRs would be upgraded if Colombia's sovereign ratings and
country ceiling are upgraded, and they would generally move in
line with sovereign ratings. Downward risk for BCO's IDRs is
limited given its parent support. The individual rating could be
pressured by asset quality deterioration or a dismal performance
that would erode capital and reserves.

BCO's performance during 2010 was driven by strong loan growth and
resilient margins -- in part due to lower funding costs -- that
were offset by a decline in non-interest revenues. Operating costs
grew slightly reflecting the bank's increase in payroll while loan
loss provisions declined as remedial management efforts succeeded
to curb asset quality deterioration. As a result, efficiency
declined slightly but overall profitability improved with ROAE
reaching 20.1% and ROAA at 2.1% at the end of 2010. These figures
compare quite well to those of its peers. Asset quality improved
as did loan loss reserves; however, capital levels declined due
mainly to rapid loan growth.

As economic prospects brightened for Colombia, so did corporate
and consumer confidence fueling credit demand and consumption; BCO
is expected to continue to grow its loan portfolio across all
segments in 2011 and into 2012 in the 15% -- 20% range. Margins
should see some compression as interest rates have started to
increase from the trough of 2009. Operating costs are expected to
grow moderately and LLP should increase in line with assets
growth. The tax burden, however, will impact the bottom line as
effective tax rates have increased and specific taxes on banking
transactions (e.g. for renewing a time deposit) are paid by banks.
Nevertheless, profitability should improve slightly with an ROAA
above 2% and an ROAE greater than 20%. Capital should remain
relatively stable as BCO's parent seeks to optimize capital
allocation.

BCO is a universal bank catering to corporate and consumer
customers in the Colombian market where it is the fourth largest
with a 9.1% market share by assets. The bank is the largest
foreign bank in Colombia, it is controlled by BBVA and is fully
integrated within its parent's regional strategy and operating
structure.


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


CEMEX SAB: Fitch Rates Proposed Notes Due 2019 'B+/RR3'
-------------------------------------------------------
Fitch Ratings has assigned a 'B+/RR3' rating to CEMEX, S.A.B. de
C.V.'s (CEMEX) proposed note issuance due in 2019. Proceeds from
the notes are expected to be used for general corporate purposes,
including the repayment of debt.

The notes will be unconditionally guaranteed by CEMEX Mexico, S.A.
de C.V., New Sunward Holding B.V., and CEMEX Espana, S.A. and will
be secured with a first priority interest over a collateral
package consisting of substantially all of the shares of CEMEX
Mexico, S.A. de C.V., Centro Distribuidor de Cemento, S.A. de
C.V., Mexcement Holdings, S.A. de C.V., Corporacion Gouda, S.A. de
C.V., CEMEX Trademarks Holding Ltd., New Sunward Holding B.V. and
CEMEX Espana, S.A.

Fitch currently rates CEMEX:

   -- Issuer Default Rating 'B';

   -- Senior unsecured notes 'B+/RR3';

   -- National scale long-term rating 'BB-(mex)';

   -- National scale short-term rating 'B (mex)'.

The Rating Outlook is Positive.

The 'B' ratings of CEMEX and its subsidiary, CEMEX Espana, reflect
the company's high leverage and the weak, near-term cash flow
prospects for two of the company's three key markets -- the United
States and Spain. The 'RR3' Recovery Rating (RR) on the company's
unsecured debt indicates above average recovery prospects for
holders of the proposed notes in the event of default. The
collateral package for the proposed notes is similar to that for
the debt associated with the Aug. 14, 2009 Financing Agreement, as
well as substantially all of the company's capital markets debt.

The Positive Outlook reflects the company's success in accessing
the capital markets and refinancing its bank debt. It also
reflects the very strong market positions of CEMEX in its key
markets, as well as the favorable demographic trends for these
markets over the long term. A positive rating action could result
from a signal that the company's operations in the U.S. have hit a
bottom and that the turnaround of profitability is beginning. In
contrast, a negative rating action could occur, if CEMEX's sales
volumes unexpectedly deteriorate in Mexico, the key source of the
company's current operating cash flow.

CEMEX had USD18.2 billion of total debt and USD656 million of cash
and marketable securities as of March 31, 2011. The company raised
approximately USD3.5 billion of funds through the debt capital
markets during the first five months of 2011. Proceeds were used
to refinance existing debt and to improve the company's liquidity
position. As a result, the company has lowered its debt
amortizations for the remaining of 2011 to USD66 million, for 2012
to USD390 million and for 2013 to USD762 million. During 2014, the
company faces debt amortizations of nearly USD8.3 billion. Most of
this debt is associated with the August 2009 Financing Agreement
and will likely have to be refinanced by the company during 2012.

During 2010, CEMEX generated USD2.3 billion of EBITDA, a decline
from USD2.7 billion during 2009. The company's cash flow from
operations (CFFO) also declined during this time period to USD1.7
billion from USD2.6 billion. The drop in operating cash flow was
primarily due to weaker demand for cement and ready mix in the
U.S., Spain and Mexico, as well as lower prices in the U.S. and
Europe. CEMEX's most important market in terms of EBITDA during
2010 was Mexico. CEMEX generated USD1.150 billion of EBITDA in
this market during 2010, a USD300 million decline from the peak
EBITDA figure in this market of USD1.450 billion during 2008.
Europe represented USD434 million of EBITDA, while the Caribbean,
South and Central America accounted for USD460 million of EBITDA.
In the U.S., CEMEX's EBITDA was a negative USD45 million during
2010. This compares with a Fitch calculated pro forma EBITDA
(including Rinker) of USD2.345 billion during 2006.

Cash flow is projected to remain relatively flat during 2011.
Positively, the pricing environment should improve in many of the
company's markets, after declining during 2010 due to large
inventory levels. The company could also benefit from a stronger
Mexican peso and Euro versus the U.S. dollar. Challenges faced by
the company include extremely weak demand for ready mix and cement
in both the U.S. and Spain. The company's profitable Egyptian
operations will also suffer due to the recent political turmoil in
that market. To offset some of these challenges, CEMEX has
announced spending reductions in excess of USD250 million for
2011. These spending reductions will come from areas such as a
rationalization of the company's U.S. operations, a lowering of
staffing levels globally, and an increase in the use of
alternative fuels.


GRUPO KUO: S&P Raises Global-Scale Ratings to 'BB'; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term global
scale corporate credit rating on Grupo KUO S.A.B. de C.V. (KUO) to
'BB' from 'BB-' and its national scale ratings to 'mxA' from
'mxBBB+'. "We also raised our foreign-currency ratings on KUO's
$250 million senior unsecured notes maturing in 2017 and on
KUO's $175 million unsecured bank loan maturing in 2013 to 'BB'
from 'BB-'. The recovery rating on both issues is '3'. At the same
time, we raised our national-scale rating on KUO's MXN700 million
notes maturing in 2015 to 'mxA' from 'mxBBB+'. The outlook is
stable," S&P related.

"The rating action reflects the significant and consistent
improvement in KUO's financial performance over the past two
years, as evidenced by its key financial ratios," said Standard &
Poor's credit analyst Bernardo Gonzalez. KUO's total-debt-to-
EBITDA ratio is close to 2.5x as a result of debt reduction and a
stable EBITDA generation.

Mexico-based conglomerate KUO's weak business risk profile, which
reflects its single-digit operating margins; the cyclicality in
some of its core businesses; and its exposure to the volatility of
its raw materials prices and foreign exchange rate fluctuations
limit our ratings on the company. KUO's significant financial risk
profile, its focus on maintaining only profitable and value-added
operations, and the continued implementation of cost-reduction
and efficiency programs support the ratings.

For the past 12 months ended March 31, 2011, KUO posted adjusted
EBITDA interest coverage, total debt-to-EBITDA and funds from
operations (FFO)-total debt ratios of 3.1x, 2.5x, and 37.2%,
respectively. In particular, KUO's total debt-to-EBITDA ratio
shows a significant improvement relative to the 4.5x posted the
same period in 2009, reflecting the reduction in KUO's total debt
to MXN5,249 million from MXN7,645 million through its free
operating cash flow generation and asset sales. "We do not expect
KUO to significantly reduce its debt until 2015, given the
issuer's current debt maturity schedule. However, we expect that
higher revenues and a stable EBITDA margin should allow it to
post total debt-to-EBITDA, EBITDA interest coverage and FFO-to-
total debt ratios of 2.4x, 3.0x, and 26.3% in 2011, and 2.2x,
3.3x, and 29.3% in 2012," S&P related.

"We expect that KUO's revenues will increase 12% in 2011, mainly
because of its consumer products segment through the consolidation
of Don Miguel Foods and the agreement to distribute Reynolds brand
products in Mexico through Herdez Del Fuerte (its consumer
products joint venture with Grupo Herdez, S.A.B. de C.V. (national
scale: mxAA/Stable/--). Also, KUO has increased its capital
investments in the pork meat business unit to raise the production
capacity and stores network, which should aid its revenue growth.
To date, KUO has been able to pass raw material price increases to
its customers in the chemical segment, allowing it to maintain its
EBITDA margin at about 9.0%, despite the strengthening of the
Mexican peso," S&P noted.

"The stable outlook reflects our expectations that KUO will
maintain its key financial ratios and continue to focus on more
value-added and profitable businesses over the next two years. We
could lower the ratings if KUO's operational performance declines
and weakens its financial risk profile. In particular, we believe
that a drop in its EBITDA margin to less than 7% could lead to a
total debt-EBITDA ratio exceeding 3.0x. This could be the result
unfavorable macroeconomic conditions, which could hurt the demand
of consumer goods; a downturn in the automotive sector, which
would reduce orders from original equipment manufacturers (OEMs);
or higher raw material prices. A positive rating action is
possible if KUO improves its risk business profile through a
stronger operating performance, particularly a significant
increase in its EBITDA margin, which would provide a cushion
against commodity price volatility and foreign exchange
fluctuations," S&P added.


HIPOTECARIA SU: 95% Bondholders Agree to Debt Swap Offer
--------------------------------------------------------
Thomas Black at Bloomberg News reports that Hipotecaria Su Casita
SA said 95% of creditors accepted an exchange offer for MXN2.3
billion and US$59 million.  The company will proceed with the
exchange, Su Casita said in a statement to the Mexican stock
exchange, according to Bloomberg.

The Wall Street Journal relates that holders of the company's
peso-denominated notes will receive MXN2.32 billion in new seven-
year guaranteed notes plus equity of 36.7% of the company while
holders of about US$136 million in dollar-denominated notes will
receive US$59 million in new 7.5% seven-year notes and 11.6% of
the company's shares.

The company said the creditors should have the new notes within
six days and the shares within 30 days, according to the Journal.

The company originally hoped to get approval to execute the swap
by May 25, the report says.

Hipotecaria Su had threatened to file bankruptcy if the debt swap
were unsuccessful, in which case the company warned that the
recovery rate for investors would be significantly less than that
which they could achieve via the swap, the Journal adds.

                       About Hipotecaria Su

Hipotecaria Su Casita SA, based in Mexico City, Mexico, started
operations in 1994 as a non-bank financial institution/Sofol
Mortgage Company.  Su Casita's main activity consists of extending
mortgage loans financed by monies from SHF to low income
individuals -- an important role in the low-income housing market,
as there is no rental market in Mexico.  It is 40% owned by
Spanish bank Caja Madrid.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
June 1, 2011, Standard & Poor's Ratings Services lowered its
rating on Hipotecaria Su Casita - Residential Mortgage Backed
Notes' MXN226,501,400 class B notes due 2035 to 'mxD (sf)' from
'mxBB (sf)'. "At the same time, we lowered our Standard & Poor's
underlying rating (SPUR, which addresses the stand-alone credit
quality of the security) on the US$232,532,000 class A notes from
the same transaction. We also affirmed our 'B (sf)' long-term
rating on the class A notes. Hipotecaria Su Casita - Residential
Mortgage Backed Notes is a cross-border RMBS transaction backed by
mortgage loans originated by Hipotecaria Su Casita S.A. de C.V.
SOFOM E.N.R. (Su Casita)," S&P said.


SATELITES MEXICANOS: Rene Salazar Appointed Interim CFO
-------------------------------------------------------
Satelites Mexicanos, S.A. de C.V., announced that Luis Fernando
Stein Velasco has resigned as Chief Financial Officer of Satmex,
effective June 22, 2011.  Rene Moran Salazar has been appointed as
the interim Chief Financial Officer of the Company.

                          About Satmex SAB

Satelites Mexicanos, S.A. de C.V., (Satmex) is a Mexico-based
provider 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.

Satmex first filed for bankruptcy in August 2006 in New York and
exited four months later with a plan to repay creditors owed about
US$743 million with new debt and equity.

Satmex, with affiliates Alterna' TV International Corporation and
Alterna' TV Corporation, again filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 11-11035) on April 6, 2011.
The Debtors disclosed US$441.6 million in total assets and
US$531.6 million in total debts as of March 23, 2011.  In its
schedules, Satmex disclosed US$393,427,253 in total assets
and US$457,699,978 in total debts on a stand-alone basis.

Victoria Watson Counihan, Esq., at Greenberg Traurig, LLP, serves
as the Debtor's bankruptcy counsel in the present Chapter 11 case.
Lazard Freres & Co. LLC is the Debtors' investment banker.  Ernst
& Young LLP is the Debtors' financial advisor.

Jefferies & Company, Inc., is the financial advisor to supporting
second lien noteholders.  Ropes & Gray LLP is the U.S. counsel to
supporting second lien noteholders.  Cervantes Sainz serves as
Mexican counsel to supporting 2nd lien noteholders.

Dechert LLP is the U.S. counsel to supporting holders of first
priority notes.  Galicia Abogados, S.C., is the Mexican counsel to
supporting holders of first priority notes.

Bracewell & Giuliani LLP is the U.S. counsel to Series B.
Directors.  Kuri Brena Sanchez Ugarte Y Aznar is Mexican counsel
to Series B. Directors.

Morgan, Lewis & Bockius LLP is the U.S. counsel for SCT for Mexico
Government.  Casares, Castelazo, Frias, Tenorio Y Zarate, SC, is
the Mexican counsel for SCT for Mexico Government.  Detente Group
is the financial advisor for SCT for Mexico Government.

Latham & Watkins LLP is the U.S. counsel to Jefferies Finance.
Creel, Garcia-Cuellar, Aiza Y Enriquez is the Mexican counsel for
Jefferies.

As reported in the TCR on June 1, 2011, Satmex disclosed that on
May 26, 2011, it officially concluded its reorganization efforts
and emerged from its U.S. bankruptcy case.  As previously
announced, Satmex, together with its subsidiaries, Alterna' TV
Corporation and Alterna' TV International Corporation, filed a
prepackaged plan of reorganization under Chapter 11 of the U.S.
Bankruptcy Code on April 6, 2011.  The Plan was confirmed by the
U.S. Bankruptcy Court in the District of Delaware on May 11, 2011,
and became effective on May 26, 2011.

At April 23, 2011, the Debtor's balance sheet showed
$436.1 million in total assets, $527.5 million in total
liabilities, and a stockholders' deficit of $91.4 million.


VITRO SAB: Seeks Alternatives to Extend Protection for U.S. Units
-----------------------------------------------------------------
Jonathan Roeder at Bloomberg News reports that Vitro SAB is
seeking "alternatives" to extend protection to U.S. subsidiaries
from legal actions initiated by creditors there after a U.S. court
extended preliminary protection for those units until July 1.

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.

          Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, commencing its
voluntary concurso mercantil proceedings -- the Mexican equivalent
of a prepackaged Chapter 11 reorganization.  Vitro SAB also
commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push through
a plan to buy back or swap US$1.2 billion in debt from bondholders
based on the vote of US$1.9 billion of intercompany debt when
third-party creditors were opposed.  Vitro as a result dismissed
the first Chapter 15 petition following the ruling by the Mexican
court.

On April 12, 2011, an appellate court in Mexico reinstated the
reorganization.  Accordingly, Vitro SAB on April 14 re-filed a
petition for recognition of its Mexican reorganization in U.S.
Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                    Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P.  Together, they held US$75 million, or approximately 6%
of the outstanding bond debt.  The Noteholder group commenced
involuntary bankruptcy cases under Chapter 11 of the U.S.
Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D. Tex. Case
No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise in
the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has expressed
concerns over the exchange offer.  The group says the exchange
offer exposes Noteholders who consent to potential adverse
consequences that have not been disclosed by Vitro.  The group is
represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at
White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are Vitro
Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10-
47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473);
Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super
Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky
International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O.
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger
Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa
Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance
Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass,
Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC
(Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC
(Bankr. N.D. Tex. Case No. 10-47485).

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.

On April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were subject
to the involuntary petitions into voluntary Chapter 11.  The Texas
Court on April 21 denied involuntary petitions against the eight
U.S. subsidiaries that didn't consent to being in Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas,
Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq., and Alexis
Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York,
as counsel.

On June 13, 2011, U.S. Bankruptcy Judge Harlin "Cooter" Hale
authorized the U.S. Debtors to sell their businesses to an
affiliate of Sun Capital Partners Inc. for what the creditor's
committee described as a gross price of $64.4 million.


VITRO SAB: VVP Holdings Files Schedules of Assets and Debts
-----------------------------------------------------------
VVP Holdings LLC filed with the U.S. Bankruptcy Court for the
Northern District of Texas, its schedules of assets and
liabilities, disclosing:

  Name of Schedule               Assets                Liabilities
  ----------------              -------                -----------
A. Real Property                       US$0
B. Personal Property              $797,764
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      US$25,829
E. Creditors Holding
   Unsecured Priority
   Claims                                                      $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                          $1,237,578,765
                              ------------         --------------
      TOTAL                     US$797,764       US$1,237,604,595

                      About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.

          Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, commencing its
voluntary concurso mercantil proceedings -- the Mexican equivalent
of a prepackaged Chapter 11 reorganization.  Vitro SAB also
commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push through
a plan to buy back or swap US$1.2 billion in debt from bondholders
based on the vote of US$1.9 billion of intercompany debt when
third-party creditors were opposed.  Vitro as a result dismissed
the first Chapter 15 petition following the ruling by the Mexican
court.

On April 12, 2011, an appellate court in Mexico reinstated the
reorganization.  Accordingly, Vitro SAB on April 14 re-filed a
petition for recognition of its Mexican reorganization in U.S.
Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                    Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P.  Together, they held US$75 million, or approximately 6%
of the outstanding bond debt.  The Noteholder group commenced
involuntary bankruptcy cases under Chapter 11 of the U.S.
Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D. Tex. Case
No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise in
the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has expressed
concerns over the exchange offer.  The group says the exchange
offer exposes Noteholders who consent to potential adverse
consequences that have not been disclosed by Vitro.  The group is
represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at
White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are Vitro
Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10-
47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473);
Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super
Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky
International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O.
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger
Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa
Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance
Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass,
Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC
(Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC
(Bankr. N.D. Tex. Case No. 10-47485).

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.

On April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were subject
to the involuntary petitions into voluntary Chapter 11.  The Texas
Court on April 21 denied involuntary petitions against the eight
U.S. subsidiaries that didn't consent to being in Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas,
Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq., and Alexis
Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York,
as counsel.

On June 13, 2011, U.S. Bankruptcy Judge Harlin "Cooter" Hale
authorized the U.S. Debtors to sell their businesses to an
affiliate of Sun Capital Partners Inc. for what the creditor's
committee described as a gross price of $64.4 million.


VITRO SAB: Creditors' Committee Hires Akin Gump as Counsel
----------------------------------------------------------
Judge Harlin DeWayne Hale of the U.S. Bankruptcy Court for the
Northern District of Texas authorizes the Official Committee of
Unsecured Creditors in the Chapter 11 cases of Vitro Asset Corp.,
et al., to retain Akin Gump Strauss Hauer & Feld LLP as its
counsel.

Akin Gump will be representing the Committee in the Debtors'
bankruptcy proceedings.

The hourly rates of Akin Gump's personnel are:

         Michael S. Stamer, partner           US$975
         Abid Qureshi, partner                  $790
         Sarah Link Schultz, partner            $700
         Alexis Freeman, counsel                $675
         David A. Kazlow, associate             $510
         Kristine G. Manoukian, associate       $510
         Partners                           $500 - $1200
         Special Counsel and Counsel        $415 -  $805
         Associates                         $335 -  $625
         Paraprofessionals                  $125 -  $310

                        About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in debt
from bondholders.  The tender offer would be consummated with a
bankruptcy filing in Mexico and Chapter 15 filing in the United
States.  Vitro said noteholders would recover as much as 73% by
exchanging existing debt for cash, new debt or convertible bonds.

           Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, commencing its
voluntary concurso mercantil proceedings -- the Mexican equivalent
of a prepackaged Chapter 11 reorganization.  Vitro SAB also
commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  The judge said Vitro couldn't push through
a plan to buy back or swap US$1.2 billion in debt from bondholders
based on the vote of US$1.9 billion of intercompany debt when
third-party creditors were opposed.  Vitro as a result dismissed
the first Chapter 15 petition following the ruling by the Mexican
court.

On April 12, 2011, an appellate court in Mexico reinstated the
reorganization.  Accordingly, Vitro SAB on April 14 re-filed a
petition for recognition of its Mexican reorganization in U.S.
Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                     Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson
Kempner Distressed Opportunities Fund LP, and Brookville Horizons
Fund, L.P.  Together, they held US$75 million, or approximately 6%
of the outstanding bond debt.  The Noteholder group commenced
involuntary bankruptcy cases under Chapter 11 of the U.S.
Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D. Tex. Case
No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise in
the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has expressed
concerns over the exchange offer.  The group says the exchange
offer exposes Noteholders who consent to potential adverse
consequences that have not been disclosed by Vitro.  The group is
represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at
White & Case LLP.

The U.S. affiliates subject to the involuntary petitions are Vitro
Chemicals, Fibers & Mining, LLC (Bankr. N.D. Tex. Case No. 10-
47472); Vitro America, LLC (Bankr. N.D. Tex. Case No. 10-47473);
Troper Services, Inc. (Bankr. N.D. Tex. Case No. 10-47474); Super
Sky Products, Inc. (Bankr. N.D. Tex. Case No. 10-47475); Super Sky
International, Inc. (Bankr. N.D. Tex. Case No. 10-47476); VVP
Holdings, LLC (Bankr. N.D. Tex. Case No. 10-47477); Amsilco
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47478); B.B.O.
Holdings, Inc. (Bankr. N.D. Tex. Case No. 10-47479); Binswanger
Glass Company (Bankr. N.D. Tex. Case No. 10-47480); Crisa
Corporation (Bankr. N.D. Tex. Case No. 10-47481); VVP Finance
Corporation (Bankr. N.D. Tex. Case No. 10-47482); VVP Auto Glass,
Inc. (Bankr. N.D. Tex. Case No. 10-47483); V-MX Holdings, LLC
(Bankr. N.D. Tex. Case No. 10-47484); and Vitro Packaging, LLC
(Bankr. N.D. Tex. Case No. 10-47485).

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were subject
to the involuntary petitions into voluntary Chapter 11.  The Texas
Court on April 21 denied involuntary petitions against the eight
U.S. subsidiaries that didn't consent to being in Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah Link
Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas,
Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq., and Alexis
Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York,
as counsel.


                            ***********


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


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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.


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