TCRLA_Public/110819.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

             Friday, August 19, 2011, Vol. 12, No. 164

                            Headlines



B A H A M A S

GULFSTREAM INT'L: Ex-Workers & Bahamas Gov't Still Pursuing Claims


B E R M U D A

GENESIS HOLDINGS: Creditors' Proofs of Debt Due August 31
GENESIS HOLDINGS: Members' Final Meeting Set for September 20
GIL PRIVATE: Creditors' Proofs of Debt Due August 26
GIL PRIVATE: Members' Final Meeting Set for September 19


C A Y M A N   I S L A N D S

BARTELLE HOLDINGS: Creditors' Proofs of Debt Due August 29
CAPITAL TRADING: Shareholders' Final Meeting Set for August 30
DUART GLOBAL: Creditors' Proofs of Debt Due August 23
GOLDMAN SACHS: Creditors' Proofs of Debt Due August 31
HALBERDIER ALIUS FUND: Creditors' Proofs of Debt Due August 31

HALBERDIER ALIUS: Creditors' Proofs of Debt Due August 31
HALBERDIER FUND: Creditors' Proofs of Debt Due August 31
HALBERDIER PORTFOLIO: Creditors' Proofs of Debt Due August 31
INDOSUEZ CAPITAL: Creditors' Proofs of Debt Due September 1
INTEGRAL CAPITAL: Creditors' Proofs of Debt Due September 1

MSGI CHINA I: Members' Final Meeting Set for August 29
MSGI CHINA III: Members' Final Meeting Set for August 29
PHZ LONG/SHORT: Commences Liquidation Proceedings
QUANTITATIVE TACTICAL: Commences Liquidation Proceedings
URRACA LTD: Creditors' Proofs of Debt Due August 29


J A M A I C A

C&W JAMAICA: Incurs JM$6.11-Bil. Loss in Year Ended March 31, 2011


M E X I C O

BIO-PAPPEL SAB: Fitch Affirms Issuer Default Ratings at 'B'
CEMEX SAB: Fitch Affirms Issuer Defaults Rating at 'B'
VITRO SAB: Court OKs Blackstone as Committee's Financial Advisor


V E N E Z U E L A

BANCO OCCIDENTAL: Fitch Affirms Issuer Credit Ratings at 'B'
FERTINITRO FINANCE: Fitch Keeps 'CCC' Rating on US$250MM Bonds




                            - - - - -


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B A H A M A S
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GULFSTREAM INT'L: Ex-Workers & Bahamas Gov't Still Pursuing Claims
------------------------------------------------------------------
Inderia Saunders at The Nassau Guardian reports that concerns
linger over Gulfstream International Airlines' US$85 million
expansion into The Bahamas as legal action continues over tens of
thousands of dollars in fees owed to The Bahamas government from
the once bankrupt, now restructured airline.  That's added to what
former employees of the airline have publicly claimed are owed to
them, the report relates.

Sky Bahamas President Randy Butler said the situation calls for
more clarification, given uncertainty over whether the new
restructured company would clear up issues of the old carrier,
according to The Nassau Guardian.  "Is the old Gulfstream and the
new Gulfstream the same? . . . Can the Bahamians who worked with
the airline [before they went bankrupt] expect to get their money
back? . . . Have they reapplied as a new airline or did they
continue?"

As reported in the Troubled Company Reporter on June 17, 2011, The
Nassau Guardian said Gulfstream Airlines has its eyes set on a 50%
increase in flights into The Bahamas starting this fall.  The
Nassau Guardian relates that the airline will continue to work on
its current Family Island services, which include Andros,
Freeport, Treasure Cay, Marsh Harbour, North Eleuthera, Governor's
Harbour, George Town and Bimini.

The Nassau Guardian relates that the airline's announcement comes
as a dispute continues over funds owed to Bahamian entities and
individuals before the airline filed for bankruptcy earlier in the
year.  The report relays that The Bahamas' Labor Board confirmed
that a dispute has been filed and that a conciliation meeting
between the two parties was set to take place on Aug. 16.

Added to that, Patrick Rolle, director of the Department of Civil
Aviation, said a court case over tens of thousands of dollars was
still ongoing, The Nassau Guardian notes.

One of the issues likely to be ironed out is a distinction between
the two companies and to what extent the new airline is
responsible for previous debt, The Nassau Guardian discloses.  It
may all boil down to under what license the airline is intending
to operate under, the report adds.

                  About Gulfstream International

Fort Lauderdale, Florida-based Gulfstream International Airlines
(NYSE Amex: GIA) operated a fleet of turboprop Beechcraft 19000
aircraft, and specialized in providing travelers with access to
niche locations not typically covered by major carriers.  GIA
operated more than 150 scheduled flights per day, serving nine
destinations in Florida, 10 destinations in the Bahamas, five
destinations from Continental Airline's hub under the Department
of Transportation's Essential Air Service Program and supports
charter service to Cuba through a services agreement with
Gulfstream Air Charter, Inc., an entity otherwise unrelated to the
Debtors.  GIA operated as a Continental Connection carrier, as
well as for United Airlines, Northwest Airlines and Copa Airlines,
through code share agreements.  GIA has 620 employees, including
530 working full-time.

Gulfstream International Group, Inc., and its units including
Gulfstream International Airline, Inc., filed for Chapter 11
bankruptcy protection (Bankr. S.D. Fla. Lead Case No. 10-44131) on
Nov. 4, 2010.  Brian K. Gart, Esq., at Berger Singerman, P.A.,
serves as the Debtors' bankruptcy counsel.  Jetstream Aviation
Capital, LLC and Jetstream Aviation Management, LLC, serve as
financial advisors to the Debtors.  Robert A. Schatzman, Esq.,
Steven J. Solomon, Esq., and Frank P. Terzo, Esq., at
GrayRobinson, P.A., in Miami, Florida, serve as counsel to the
Official Committee of Unsecured Creditors.

Gulfstream International Airlines disclosed US$15,967,096 in total
assets and US$25,243,099 in total liabilities.

Victory Park provided Gulfstream with up to US$5 million debtor-
in-possession financing to fund the Chapter 11 case.

As reported in the Troubled Company Reporter on May 18, 2011, Dow
Jones' DBR Small Cap said that Victory Park Capital is buckling
again into the airline sector, completing its purchase of
Gulfstream International Group Inc.  A prior bankruptcy court
order said there will be a "structured dismissal" of the Chapter
11 case within 30 days of the completion of the sale.


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B E R M U D A
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GENESIS HOLDINGS: Creditors' Proofs of Debt Due August 31
---------------------------------------------------------
The creditors of Genesis Holdings International Limited are
required to file their proofs of debt by August 31, 2011, to be
included in the company's dividend distribution.

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

The company's liquidator is:

         Robin J. Mayor
         Clarendon House, 2 Church Street
         Hamilton HM 11
         Bermuda


GENESIS HOLDINGS: Members' Final Meeting Set for September 20
-------------------------------------------------------------
The members of Genesis Holdings International Limited will hold
their final meeting on September 20, 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 August 9, 2011.

The company's liquidator is:

         Robin J. Mayor
         Clarendon House, 2 Church Street
         Hamilton HM 11
         Bermuda


GIL PRIVATE: Creditors' Proofs of Debt Due August 26
----------------------------------------------------
The creditors of GIL Private Trustees Limited are required to file
their proofs of debt by August 26, 2011, to be included in the
company's dividend distribution.

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

The company's liquidator is:

         Robin J. Mayor
         Clarendon House, 2 Church Street
         Hamilton HM 11
         Bermuda


GIL PRIVATE: Members' Final Meeting Set for September 19
--------------------------------------------------------
The members of GIL Private Trustees Limited will hold their final
meeting on September 19, 2011, at 10:30 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 August 10, 2011.

The company's liquidator is:

         Robin J. Mayor
         Clarendon House, 2 Church Street
         Hamilton HM 11
         Bermuda


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


BARTELLE HOLDINGS: Creditors' Proofs of Debt Due August 29
----------------------------------------------------------
The creditors of Bartelle Holdings Ltd. are required to file their
proofs of debt by August 29, 2011, to be included in the company's
dividend distribution.

The company commenced wind-up proceedings on July 21, 2011.

The company's liquidator is:

         Buchanan Limited
         c/o Rose Ferguson
         Telephone: (345) 949-0355
         Facsimile: (345) 949-0360
         P.O. Box 1170 Grand Cayman KY1-1102
         Cayman Islands


CAPITAL TRADING: Shareholders' Final Meeting Set for August 30
--------------------------------------------------------------
The shareholders of The Capital Trading Fund, Ltd. will hold their
final meeting on August 30, 2011, at 2:00 p.m., to receive the
liquidator's report on the company's wind-up proceedings and
property disposal.

The company's liquidator is:

         Jonathan Culshaw
         Telephone: +44 207 842 6085
         Facsimile: +44 207 353 0487
         Harney Westwood & Riegels LLP
         5 New Street Square, 5th Floor
         London, EC4A 3BF
         United Kingdom


DUART GLOBAL: Creditors' Proofs of Debt Due August 23
-----------------------------------------------------
The creditors of Duart Global Deep Value Securities Master Fund
Ltd. are required to file their proofs of debt by August 23, 2011,
to be included in the company's dividend distribution.

The company commenced wind-up proceedings on July 18, 2011.

The company's liquidator is:

         Ogier
         c/o Kim Smith
         Telephone: (345) 949-9876
         Facsimile: (345) 949-9877
         89 Nexus Way, Camana Bay
         Grand Cayman KY1-9007
         Cayman Islands


GOLDMAN SACHS: Creditors' Proofs of Debt Due August 31
------------------------------------------------------
The creditors of Goldman Sachs HFS Strategic Emerging Markets
Fund, Ltd. are required to file their proofs of debt by August 31,
2011, to be included in the company's dividend distribution.

The company commenced liquidation proceedings on July 11, 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


HALBERDIER ALIUS FUND: Creditors' Proofs of Debt Due August 31
--------------------------------------------------------------
The creditors of Halberdier Alius Fund are required to file their
proofs of debt by August 31, 2011, to be included in the company's
dividend distribution.

The company commenced liquidation proceedings on July 15, 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


HALBERDIER ALIUS: Creditors' Proofs of Debt Due August 31
---------------------------------------------------------
The creditors of Halberdier Alius Portfolio are required to file
their proofs of debt by August 31, 2011, to be included in the
company's dividend distribution.

The company commenced liquidation proceedings on July 15, 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


HALBERDIER FUND: Creditors' Proofs of Debt Due August 31
--------------------------------------------------------
The creditors of Halberdier Fund are required to file their proofs
of debt by August 31, 2011, to be included in the company's
dividend distribution.

The company commenced liquidation proceedings on July 15, 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


HALBERDIER PORTFOLIO: Creditors' Proofs of Debt Due August 31
-------------------------------------------------------------
The creditors of Halberdier Portfolio are required to file their
proofs of debt by August 31, 2011, to be included in the company's
dividend distribution.

The company commenced liquidation proceedings on July 15, 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


INDOSUEZ CAPITAL: Creditors' Proofs of Debt Due September 1
-----------------------------------------------------------
The creditors of Indosuez Capital Funding III Limited are required
to file their proofs of debt by September 1, 2011, to be included
in the company's dividend distribution.

The company commenced liquidation proceedings on July 20, 2011.

The company's liquidator is:

         Marc Randall
         c/o Maples Liquidation Services (Cayman) Limited
         P.O. Box 1093, Boundary Hall
         Grand Cayman KY1-1102
         Cayman Islands


INTEGRAL CAPITAL: Creditors' Proofs of Debt Due September 1
-----------------------------------------------------------
The creditors of Integral Capital Offshore Partners V, Ltd are
required to file their proofs of debt by September 1, 2011, to be
included in the company's dividend distribution.

The company commenced liquidation proceedings on July 20, 2011.

The company's liquidator is:

         Mervin Solas
         c/o Maples Liquidation Services (Cayman) Limited
         P.O. Box 1093, Boundary Hall
         Grand Cayman KY1-1102
         Cayman Islands


MSGI CHINA I: Members' Final Meeting Set for August 29
------------------------------------------------------
The members of MSGI China I Limited will hold their final meeting
on August 29, 2011, at 9:30 a.m., to receive the liquidator's
report on the company's wind-up proceedings and property disposal.

The company's liquidator is:

         Rebecca Hume
         Telephone: 949-4544
         Facsimile: 949-7073
         E-mail: Rebecca.hume@card.com.ky
         Charles Adams Ritchie & Duckworth
         Zephyr House, 2nd Floor
         122 Mary Street
         P.O. Box 709 Grand Cayman KY1-1107
         Cayman Islands


MSGI CHINA III: Members' Final Meeting Set for August 29
--------------------------------------------------------
The members of MSGI China III Limited will hold their final
meeting on August 29, 2011, at 10:30 a.m., to receive the
liquidator's report on the company's wind-up proceedings and
property disposal.

The company's liquidator is:

         Rebecca Hume
         Telephone: 949-4544
         Facsimile: 949-7073
         E-mail: Rebecca.hume@card.com.ky
         Charles Adams Ritchie & Duckworth
         Zephyr House, 2nd Floor
         122 Mary Street
         P.O. Box 709 Grand Cayman KY1-1107
         Cayman Islands


PHZ LONG/SHORT: Commences Liquidation Proceedings
-------------------------------------------------
On July 21, 2011, the sole shareholder of PHZ Long/Short Equity
Fund (Cayman) Ltd. passed a resolution that voluntarily winds up
the company's operations.

Only creditors who were able to file their proofs of debt by
August 17, 2011, will be included in the company's dividend
distribution.

The company's liquidator is:

         Mourant Ozannes Cayman Liquidators Limited
         Reference: Christine Fletcher
         Telephone: (+1) 345 949 4123
         Facsimile: (+1) 345 949 4647; or

         Mourant Ozannes Cayman Liquidators Limited
         Reference: Peter Goulden
         Telephone: (+1) 345 949 4123
         Facsimile: (+1) 345 949 4647
         Harbour Centre, 42 North Church Street
         P.O. Box 1348 George Town
         Grand Cayman KY1-1108
         Cayman Islands


QUANTITATIVE TACTICAL: Commences Liquidation Proceedings
--------------------------------------------------------
On July 21, 2011, the sole shareholder of Quantitative Tactical
Fund, Ltd. passed a resolution that voluntarily winds up the
company's operations.

Only creditors who were able to file their proofs of debt by
August 17, 2011, will be included in the company's dividend
distribution.

The company's liquidator is:

         Mourant Ozannes Cayman Liquidators Limited
         Reference: Christine Fletcher
         Telephone: (+1) 345 949 4123
         Facsimile: (+1) 345 949 4647; or

         Mourant Ozannes Cayman Liquidators Limited
         Reference: Peter Goulden
         Telephone: (+1) 345 949 4123
         Facsimile: (+1) 345 949 4647
         Harbour Centre, 42 North Church Street
         P.O. Box 1348 George Town
         Grand Cayman KY1-1108
         Cayman Islands


URRACA LTD: Creditors' Proofs of Debt Due August 29
---------------------------------------------------
The creditors of Urraca Ltd. are required to file their proofs of
debt by August 29, 2011, to be included in the company's dividend
distribution.

The company commenced wind-up proceedings on July 21, 2011.

The company's liquidator is:

         Buchanan Limited
         c/o Rose Ferguson
         Telephone: (345) 949-0355
         Facsimile: (345) 949-0360
         P.O. Box 1170 Grand Cayman KY1-1102
         Cayman Islands


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J A M A I C A
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C&W JAMAICA: Incurs JM$6.11-Bil. Loss in Year Ended March 31, 2011
------------------------------------------------------------------
Cable & Wireless Jamaica Limited incurred a JM$6.11 billion loss
attributed to stockholders in the twelve months ended
March 31, 2011.  The Company also incurred a JM$1.30 billion loss
attributable to stockholders on JM$4.61 billion of revenue in the
three months ended June 30, 2011, from a JM$595.66 million loss
attributable to stockholders on JM$4.69 billion of revenue in the
same period last year.

The Company's balance sheet at June 30, 2011, showed JM$34.68
billion in total assets, JM$30.19 billion in total liabilities,
and total equity of JM$4.49 billion.

As of June 30, 2011, total current assets total JM$5.44 billion
while total current liabilities total JM$6.92 billion.

A full text copy of the Company's financial result is available
free at http://ResearchArchives.com/t/s?76b3

Cable & Wireless Jamaica Limited -- http://www.cwjamaica.com/--
provides domestic and international telecommunications services to
businesses and residential customers in Jamaica.


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M E X I C O
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BIO-PAPPEL SAB: Fitch Affirms Issuer Default Ratings at 'B'
-----------------------------------------------------------
Fitch Ratings has affirmed the foreign and local currency Issuer
Default Ratings (IDRs) of Bio-PAPPEL S.A.B. de C.V. (Bio-Pappel)
at 'B'. In conjunction with this rating action, Fitch has also
affirmed the company's US$$250 million notes due in 2016, at
'B/RR4'.

The Rating Outlook is Stable

Bio-Pappel's ratings reflect its leading market position in the
Pulp and Paper sector in Mexico, tough competitive environment, as
well as the continuous and stable EBITDA generation of the last
two years, due to a favorable operating environment.  This
environment has translated in a strong performance of its
packaging division and a rebound in the performance of its paper
division.  The ratings continue to take into consideration the
leverage of the company relative to the stress upon its cash flow
when its raw material and energy costs rise or when there are
exchange rate fluctuations, as well as the issuer's weak debt
repayment record.  The 'RR/4' recovery rating reflects an average
recovery prospects given default.  'RR4' rated securities have
characteristics consistent with securities historically recovering
31%-50% of current principal and related interest.

Bio-Pappel's varied operational performance over the past five
years has been due to the company's inability to fully pass
through cost increases.  Prices for old corrugated containers
(OCC) and old newspaper (ONP) have increased sharply in Mexico and
the United States due to purchases by Chinese manufacturers, while
prices for linerboard and corrugated boxes stayed stable or
declined in Mexico and the United States.  Energy is Bio-Pappel's
second most important production cost after recycled fiber, and
the company is seeking to mitigate its exposure to it, with
investments in cogeneration.  The ratings factor in this continued
vulnerability to rising raw material, electricity and natural gas
costs.

The company's recent strong performance is a result of a healthy
spread between its average sales prices and the prices it pays for
energy and recycled paper products such as OCC and ONP.  This
spread has averaged about USD$69 per ton during the first semester
of 2011, generating US$36 million of EBITDA, broadly similar to
the same period in 2010, when the spread averaged US$63 per ton
and EBITDA was about US$33 million.  Free Cash Flow has been
positive for the last few years, save for the last twelve months,
mostly due to increased Capex.

Regarding liquidity, near-term risk is minimal as the company pays
only 7% of interest on the 2016 notes (about US$17.5 million per
year) until the end of 2013, when the rate climbs to 10%.  Should
the market make an unfavorable turn, the company has a partial PIK
option for 2010 up to 2012.  Currently, the company holds about
US$50 million in cash and marketable securities.

Debt to EBITDA during the Last Twelve Months (LTM) ending June 30,
2011 was 3.2 times (x) and EBITDA to Interest Expense was 4.0x;
compared to Full Year (FY) 2009, which came about 3.7x and 8.4x,
respectively.  Going forward, Fitch expects that these ratios can
slightly weaken due to somewhat lower EBITDA generation (about
US$70 million for FY 2011).  The agency does not envision Bio-
Pappel undertaking new debt issuances in the short term, so its
debt maturity profile should remain the same, with virtually all
of its debt being due in 2016.

Going forward, positive factors to credit quality include the
company successfully weathering an adverse price environment in
raw materials and energy, a sustained widening of the spread
between price and cost per ton or a diminishing of the company's
debt burden.  A persistent weakening of the spread between price
and cost per ton, resulting in lower cash generation, could be in
detriment of the ratings.


CEMEX SAB: Fitch Affirms Issuer Defaults Rating at 'B'
------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) of
CEMEX, S.A.B. de C.V. (CEMEX) and its subsidiary, Cemex Espana
S.A. (Cemex Espana) at 'B'.  In conjunction with these rating
actions, Fitch has affirmed CEMEX's long-term national scale
rating at 'BB-(mex)' and its short-term national scale rating at
'B(mex)'.

Fitch has also assigned foreign currency IDRs of 'B' to the
following entities:

  -- C5 Capital (SPV) Limited, a British Virgin Island restricted
     purpose company;
  -- C8 Capital (SPV) Limited, a British Virgin Island restricted
     purpose company;
  -- C10 Capital (SPV) Limited, a British Virgin Island restricted
     purpose company;
  -- C-10 Euro Capital (SPV) Limited, a British Virgin Island
     restricted purpose company
  -- CEMEX Finance Europe B.V., incorporated in The Netherlands;
  -- CEMEX Finance LLC, a limited liability company incorporated
     in the U.S.;
  -- CEMEX Materials Corporation, a limited liability company
     incorporated in the U.S.

These companies have issued guaranteed debt instruments that have
been rated by Fitch and are listed at the bottom of the press
release, along with those issued by CEMEX and CEMEX Espana.  The
foreign currency IDRs of these companies have been linked to that
of CEMEX through Fitch's 'Parent Subsidiary Rating Linkage'
criteria.

The Rating Outlooks for CEMEX and its subsidiaries have been
revised to Stable from Positive.

The revision of the Rating Outlook to Stable from Positive
reflects anemic prospects for private construction activity in the
U.S. in the near term due to a weaker than anticipated recovery of
the U.S. economy, as reflected by the recent downward revision of
GDP growth.  The strong focus on reducing high levels of public
debt at the federal and state levels will also likely constrain
the growth in government spending on infrastructure projects.

A vibrant U.S. construction market is crucial to the recovery of
CEMEX's credit profile. According to the Portland Cement
Association, consumption of cement in the U.S. fell from 127
million metric tons in 2006 to 70 million metric tons in 2010.
During this time period, CEMEX's EBITDA in the U.S. fell from
US$2.345 billion (on a pro-forma basis as if Rinker was
consolidated) during 2006 to negative USD108 million during the
last 12 months (LTM) ended June 30, 2011.

CEMEX had US$18.426 billion of total debt and US$675 million of
cash and marketable securities as of June 30, 2011.  During the
LTM ended June 30, 2011, CEMEX generated US$2.260 billion of
EBITDA, a decline from US$2.321 billion during 2010 and US$2.678
billion during 2009.  The company's cash flow from operations
(CFFO) during the LTM was US$268 million, a decline from US$544
million and USD1.492 billion during the prior LTM periods.  The
drop in operating cash flow was primarily due to weaker demand for
cement and ready-mix in the U.S. and Spain.

Positively, CEMEX has been aggressive in reducing debt repayment
risk.  The company issued about USD4.1 billion of secured notes,
optional convertible subordinated notes, and senior secured
floating-rate notes between January and July.  Proceeds were used
to improve the company's liquidity and to refinance all debt that
was coming due before the second half of 2013.  CEMEX has also
taken steps to improve cash flow by restructuring its operations,
closing facilities that were not generating cash flow, reducing
staff, and investing in alternative energy sources.

Fitch expects CEMEX's net debt levels to increase to about USD18
billion by the end of 2011 from US$17.750 billion as of June 30,
2011.  The company is scheduled to make a payment of US$355
million before the end of September for its partner's stake in two
joint ventures with Ready Mix USA and will consolidate about US$27
million of net debt at these joint ventures.  In addition to the
acquisition, the steep decline in the company's stock since the
end of June will likely result in cash payments into collateral
accounts for some equity-linked derivatives during the second half
of the year.

These uses of cash should be partially offset by the recovery of
working capital during the second half of the year.  In addition,
CEMEX spent US$70 million of cash during the first half of 2011 to
downsize its operations and restructure parts of its business.
Benefits from these efforts as well as declining energy prices
should start to appear in the company's results during the second
half of 2011 and throughout 2012.

CEMEX has covenant tests for leverage and interest coverage of 7.0
times (x) and 1.75x, respectively, at the end of 2011.  The
leverage ratio test then declines to 6.5x as of June 30, 2012 and
to 5.75x as of Dec. 31, 2012.  Fitch's projections indicate the
company will exceed the leverage covenant during this time period.
Fitch's affirmations build in an expectation that the company will
successfully renegotiate these covenants with lenders that are
party to the Aug. 14, 2009 Financing Agreement.  As of June 30,
2011, CEMEX had a leverage ratio of 7.16x and a coverage ratio of
1.87x.

Mexico continues to be a crucial component of the company's cash
flow, as does the Central and South America region.  During the
LTM ended June 30, 2011, these regions accounted for US$1.173
billion and US$447 million, respectively, of the company's EBITDA.
A downward turn in these markets, particularly Mexico, could lead
to a negative rating action.  A negative rating action would also
occur if the company's relationship with its key banks
deteriorated.

A combination of the following factors could lead to a positive
rating action: the rescheduling of the Financing Agreement debt
due in 2013 and 2014, substantial asset sales, a repayment by the
Venezuelan government for the assets that were expropriated during
2008, or the recovery of demand for cement in the U.S.

Additional ratings that were affirmed are:

  -- CEMEX, S.A.B. de C.V., Certificados Bursatiles at 'BB-' (mex)
  -- C5 Capital (SPV) Limited, US$350 million perpetual secured
     notes callable in 2011 at B+ /RR3
  -- CEMEX Finance Europe B.V., EUR900 million, 4.75% guaranteed
     notes due in 2014 at B+ / RR3
  -- C8 Capital (SPV) Limited, US$750 million perpetual secured
     notes callable in 2014 at B+ /RR3
  -- CEMEX, S.A.B. de C.V., US$800 million senior secured
     guaranteed notes due in 2015 at B+/RR3
  -- C10 Capital (SPV) Limited, US$900 million perpetual secured
     notes callable in 2016 at B+ /RR3
  -- CEMEX Finance LLC, US$1.750 billion, 9.5% senior secured
     guaranteed notes due in 2016 at 'B+/RR3';
  -- CEMEX Finance LLC, EUR350 billion, 9.625% senior secured
     guaranteed notes due in 2017 at 'B+/RR3';
  -- CEMEX Espana, EUR115 million, 8.875% senior secured
     guaranteed notes due in 2017 at 'B+/RR3';
  -- CEMEX, S.A.B. de C.V., US$1.650 billion, 9.0% senior secured
     guaranteed notes due in 2018 at 'B+/RR3';
  -- CEMEX Espana, US$1.067 billion, 9.25% senior secured
     guaranteed notes due in 2020 at 'B+/RR3'
  -- CEMEX Materials Corporation, US$150 million, 7.7% guaranteed
     notes due in 2025 at 'B+/RR3';
  -- C-10 Euro Capital (SPV) Limited, Euro 730 million perpetual
     secured notes callable in 2049 at 'B+/RR3'.


VITRO SAB: Court OKs Blackstone as Committee's Financial Advisor
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized the Official Committee of Unsecured Creditors of Vitro
Asset Corp., et al., to retain Blackstone Advisory Partners L.P.
as financial advisor, nunc pro tunc to April 26, 2011.

As the Committee's financial advisor, Blackstone will:

   a) assist in the evaluation of the Debtors' businesses
      and prospects;

   b) assist in the evaluation of the Debtors' long-term
      business plan and related financial projections;

   c) assist in the development of financial data and
      presentations to the Committee;

   d) analyze the Debtors' financial liquidity and evaluate
      alternatives to improve such liquidity, including
      alternative DIP financings;

   e) analyze various restructuring scenarios and the
      potential impact of these scenarios on the recoveries
      of the unsecured creditors of the Debtors;

   f) evaluate the Debtors' debt capacity and alternative
      capital structures;

   g) participate in negotiations among the Committee, the
      Debtors and its other creditors, suppliers, lessors
      and other interested parties;

   h) value consideration offered by the Debtors to the
      Unsecured Creditors in connection with any restructuring
      of the Debtors' businesses;

   i) assist in the evaluation of the asset sale processes,
      including the identification of potential buyers;

   j) assist in evaluating the terms, conditions and impact
      of any proposed asset sale transactions;

   k) provide expert witness testimony concerning any of the
      subjects encompassed by the other financial advisory
      services; and

   l) provide such other advisory services as are customarily
      provided in connection with the analysis and negotiation
      of a restructuring, as requested and mutually agreed.

The Debtor has agreed to pay Blackstone in accordance with this
fee structure:

   1. A monthly advisory fee of US$125,000 in cash, paid in
      accordance with the order approving the Application
      and Engagement Letter and any other order entered by
      the Court approving interim compensation of professionals.
      Fifty percent of all Monthly Fees beginning with the
      seventh Monthly Fee payment shall be credited against
      the Restructuring Fee;

   2. An additional fee equal to US$2,500,000 payable upon
      consummation of a restructuring.  A restructuring
      will be deemed to have been consummated upon the
      execution, confirmation and consummation of a Plan
      of Reorganization pursuant to an order of the
      Bankruptcy Court, in the case of an in-court
      restructuring.

   3. Reimbursement of all reasonable out-of-pocket expenses.
      incurred during the engagement.

Michael Genereux, a senior managing director of Blackstone
Advisory Partners L.P., assured the Court that the firm is a
"disinterested person" as that term defined in Section 101(14) of
the Bankruptcy Code.

                       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 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.

On June 29, 2011, Vitro Packaging de Mexico S.A. de C.V. commenced
a voluntary judicial reorganization proceeding under the Ley de
Concursos Mercantiles before the Federal District Court for Civil
and Labor Matters for the State of Nuevo Leon, the United Mexican
States.  On June 30, 2011, Vitro Packaging filed a chapter 15
petition (Bankr. N.D. Tex. Case No. 11-34224).

Alejandro Francisco Sanchez-Mujica and Javier Arechavaleta Santos
serve as Foreign Representatives of Vitro S.A.B. de C.V. and Vitro
Packaging de Mexico S.A. de C.V.  The Foreign Representatives are
represented by David M. Bennett, Esq., Katharine E. Battaia, Esq.,
and Cassandra A. Sepanik, Esq., at Thompson & Knight LLP, and
Andrew M. Leblanc, Esq., Risa M. Rosenberg, Esq., Thomas J. Matz,
Esq., and Jeremy C. Hollembeak, Esq., at Milbank Tweed Hadley &
McCloy LLP.

Attorneys for the Ad Hoc Group of Vitro Noteholders are Jeff P.
Prostok, Esq., and Lynda L. Lankford, Esq., at Forshey & Prostok,
LLP, and Allan S. Brilliant, Esq., Benjamin E. Rosenberg, Esq.,
Craig P. Druehl, Esq., and Dennis H. Hranitzky, Esq., at Dechert
LLP.

                      Chapter 11 Proceedings

A group of noteholders, namely Knighthead Master Fund, L.P., Lord
Abbett Bond-Debenture Fund, Inc., Davidson Kempner Distressed
Opportunities Fund LP, and Brookville Horizons Fund, L.P., opposed
the exchange.  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.
The U.S. subsidiaries subsequently sold their businesses to an
affiliate of Sun Capital Partners Inc. for US$55 million.

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.


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


BANCO OCCIDENTAL: Fitch Affirms Issuer Credit Ratings at 'B'
------------------------------------------------------------
Fitch Ratings has upgraded Venezuela-based Banco Occidental de
Descuento's (BOD) long- and short-term National Scale ratings and
revised the Rating Outlook of its international long-term Issuer
Default Rating (IDR) to Stable from Negative.

Fitch has taken the following rating actions:

  -- Foreign Currency IDR affirmed at 'B-', Outlook to Stable from

     Negative;

  -- Local Currency IDR affirmed at 'B-', Outlook to Stable from

     Negative;

  -- Short-Term Foreign Currency IDR affirmed at 'B';

  -- Short-Term Local Currency IDR affirmed at 'B';

  -- Individual Rating affirmed at 'D/E';

  -- Viability Rating affirmed at 'b-';

  -- Support Rating affirmed at '5';

  -- Support Floor affirmed at 'NF';

  -- National long-term rating upgraded to 'BBB-(ven)' from

     'BB(ven)';

  -- National short-term rating upgraded to 'F3(ven)' from

     'B(ven)'.

These rating actions are driven by the faster than expected
recovery of the bank's capitalization ratios, due to a mix of
fresh capital injections and increased, though still volatile,
profits.

Fitch could upgrade BOD's ratings if sustained and consistent
profitability leads to a marked improvement in its Fitch Core
Capital ratio.  By contrast, Fitch could downgrade BOD's ratings
if capital ratios weaken and/or profitability decreases because of
lower spreads and/or a deterioration of its asset quality ratios.

Despite BOD's systemic importance in the country (as the sixth
largest bank with almost 6% of total deposits as of May 2011),
Venezuela's sub-investment grade rating (LT FC IDR of 'B+') and
the lack of a consistent policy regarding bank support in the past
results in a limited probability of support from the government
should it be required.  Hence, BOD's '5' Support rating (Support
Floor 'NF') is similar to that of all privately owned banks in the
country.  As such, BOD's IDRs are driven by its own financial
strength, expressed in its 'b-' Viability Rating.

Fresh capital (around VEF875 million paid in May 2011) and
retained earnings improved BOD's Fitch Core Capital-to-weighted
risks ratio to 4.7% at the end of May 2011 from a low of 2.3% at
the end of June 2009.  Also, the bank is already committed to
complete a similar capital injection in August 2011 that will help
to strengthen this ratio even further.  Despite those capital
injections, this ratio will remain significantly below the average
of other large banks in the country and similarly rated
international peers (commercial banks with a long-term IDR of 'B-
', 'B' or 'B+') due to the deduction of good will related to the
pricey acquisition of a local bank in 2009 (CorpBanca C.A.).
Nevertheless, Fitch expects BOD to sustain this improving trend in
its capital ratios under a scenario of lower expected growth,
modest profitability and an additional capital injection expected
to be received in August 2011.

The expected merger with is subsidiary Corp Banca C.A. may help to
further enhance this trend given its better capitalization ratios
and similar profitability ratios. Additionally, some operating
cost savings may occur as a product of the merger between these
two operating brands.  The merger is still pending regulatory
approval.

Asset quality metrics remains volatile and weak relative to
Venezuelan banks and international peers as past due loans reached
5.6% at the end of May 2011, more than twice the domestic banking
system average.  However, loan loss reserves have grown more than
proportionally since 2008 thanks to the aforementioned increase in
operating profits.  A more challenging operating environment and
the bank's past record of impairments suggest that this trend may
continue over the medium term.

Capital is the Achilles heel of the bank, especially when the
sizable burden of intangibles (goodwill and others) is considered
(around 75% of its total equity).  In the future, BOD's capital
base may benefit from the effects of the merger with Corp Banca
and a more stable profitability path.  In addition, new sizable
capital injections may help to narrow its capitalization weakness
compared to other banks in the country and international peers.

BOD was Venezuela's sixth largest bank at the end of May 2011(4th
largest considering only privately owned banks).  It has a
privileged market share in Venezuela's leading oil-producing
region, Zulia state.  The bank is controlled by the bank's
president through a holding company named Cartera de Inversiones
with interests in an ample array of financial and non-financial
companies mostly in Venezuela.


FERTINITRO FINANCE: Fitch Keeps 'CCC' Rating on US$250MM Bonds
--------------------------------------------------------------
Fitch Ratings maintains the 'CCC' rating on FertiNitro Finance
Inc.'s (FertiNitro) US$250 million 8.29% secured bonds due 2020 on
Rating Watch Negative.  The 'CCC' rating reflects FertiNitro's
expected payment of US$45.9 million in semi-annual debt service,
due Oct. 1, 2011.

Fitch maintains the Rating Watch Negative status as FertiNitro and
state-owned petrochemical company Pequiven continue to work with
relevant parties to reach agreement on the effects of the recent
expropriation of FertiNitro.  Fitch notes that FertiNitro has
stated that it intends to continue meeting its debt obligations.

                        Key Rating Drivers

Reduced Debt Burden: A significant decrease in annual debt service
levels, from US$91.5 million in 2011 to US$35 million in 2012, is
expected to provide flexibility to the structure;

Sustained Operating Performance: Fertinitro continues to make
capital investments to maintain stable plant operations;

Positive Cash Flow: Total cash collections have resulted in nearly
US$212 million at the end of July 2011 and restricted cash for
debt service is almost complete for the total payment due on
October 1st;

Exposure to commodity prices: The project is largely exposed to
urea and ammonia price volatility. Additionally, Fertinitro may be
required to reduce prices at the local market.

                  What Could Trigger a Rating Action?

  -- Adequate cash flow to continue making debt service payments
     including US$45.9 million due Oct. 1 2011;
  -- Continued sustained improvement in plant production levels
     and minimization of forced outages;
  -- Progress toward replenishing the debt service reserve fund to
     equal six months of debt service;
  -- Domestic sales remain consistent with management's budget and
     an insignificant portion of total sales;
  -- No further adverse impacts of government intervention.

                              Security

Offshore accounts, project agreements, some real property and some
real shares in FertiNitro.

                            Credit Update

Fitch expects rating pressure to remain through 2011, as the
project reaches its maximum annual debt service requirement of
US$91.5 million.  The subsequent decline in debt service coincides
with the maturity of bank debt separate from the secured bonds.

Due to a planned outage for plant overhaul in October and November
2010, the capacity factor for the urea plant declined to 67% in
2010 from 74% in 2009.  While management projects the recent major
maintenance will result in a 2011 capacity factor of 85% for the
urea plant, Fitch projects the capacity factor will be more
consistent with 2009 at 74%.

FertiNitro, located in the Jose Petrochemical Complex in
Venezuela, ranks as one of the world's largest nitrogen-based
fertilizer plants, with nameplate daily production capacity of
3,600 MT of ammonia and 4,400 MT of urea.  Of total revenues, 80%
are derived from urea sales and the remainder from ammonia.
FertiNitro is owned 35% by a Koch Industries, Inc. subsidiary, 35%
by Pequiven, 20% by a Snamprogetti S.p.A. subsidiary, and 10% by a
Cerveceria Polar, C.A. subsidiary.


                            ***********


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, 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
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