TCRLA_Public/120912.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, September 12, 2012, Vol. 13, No. 182


                            Headlines



A R G E N T I N A

CALU CONSTRUCTORA: Creditors' Proofs of Debt Due Oct. 9
CONTRERAS HERMANOS: Moody's Withdraws 'B3' Corp. Family Ratings
DANIEL CANOSA: Creditors' Proofs of Debt Due Oct. 3
EDENOR: Moody's Cuts Corp. Family Rating to 'Caa1'; Outlook Neg
EL BAGUAL: Creditors' Proofs of Debt Due Oct. 18

GAS NEA: Creditors' Proofs of Debt Due Nov. 12
MACEL SRL: Creditors' Proofs of Debt Due Oct. 17
TRANSPORTADORA GAS: Fitch Junks Rating on $170-Mil. New Notes


B A H A M A S

* BAHAMAS: Gets US$65MM IDB Loan to Complete Road Network


B R A Z I L

FIBRIA CELULOSE: To Sell $303 Million Worth of Assets
RODOPA INDUSTRIA: S&P Affirms 'B-' Corporate Credit Rating


C A Y M A N   I S L A N D S

BLACKSTONE VANDERBILT: Creditors' Proofs of Debt Due Sept. 25
DIAPASON COMMODITIES: Creditors' Proofs of Debt Due Sept. 27
HT (IH) LTD: Creditors' Proofs of Debt Due Sept. 17
INVESTCORP LEVERAGED: Creditors' Proofs of Debt Due Sept. 17
KURMA HOLDINGS: Commences Liquidation Proceedings

LMF SELECT: Commences Liquidation Proceedings
RIO CAPITAL: Creditors' Proofs of Debt Due Oct. 1
TLP CAPITAL: Creditors' Proofs of Debt Due Sept. 27
TLP MANAGEMENT: Creditors' Proofs of Debt Due Sept. 27
TLP SPECIAL: Creditors' Proofs of Debt Due Sept. 27


M E X I C O

CEMEX SAB: Clears Refinancing Hurdle as Debt Exchange Approved
GRUPO PAPELERO: S&P Affirms 'B+' Issuer Credit Rating
VITRO SAB: Asks Appellate Court to Reverse and Enforce Plan
* CHIHUAHUA: Moody's Revises 'Ba1' Rating Outlook to Negative
* TLAQUEPAQUE: Moody's Revises Outlook to Negative


                            - - - - -


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


CALU CONSTRUCTORA: Creditors' Proofs of Debt Due Oct. 9
-------------------------------------------------------
Jose Francisco Ruiz, the court-appointed trustee for Calu
Constructora SA's bankruptcy proceedings, will be verifying
creditors' proofs of claim until Oct. 9, 2012.

Mr. Ruiz will present the validated claims in court as individual
reports.  The National Commercial Court of First Instance No. 21
in Buenos Aires, with the assistance of Clerk No. 42, will
determine if the verified claims are admissible, taking into
account the trustee's opinion, and the objections and challenges
that will be raised by the company and its creditors.

The Trustee can be reached at:

         Jose Francisco Ruiz
         Av. Corrientes 4264
         Argentina


CONTRERAS HERMANOS: Moody's Withdraws 'B3' Corp. Family Ratings
---------------------------------------------------------------
Moody's Latin America has withdrawn Contreras Hermanos S.A.'s B3
and Baa1.ar corporate family ratings for its own business reasons.

The following ratings were withdrawn:

- Corporate family ratings: B3/Baa1.ar

Ratings Rationale

Moody's has withdrawn the rating for its own business reasons.

Headquartered in Buenos Aires, Argentina, Contreras Hermanos S.A.
is an Argentinean construction company focused on the civil and
industrial infrastructure industry segments, with the oil and gas
industry a particular strength. Most of Contreras' operations are
in Brazil and Argentina, although it operates in various other
countries in South America. For the fiscal year ending December
31, 2011, Contreras reported consolidated revenues of ARS1.6
billion (about US$350 million).


DANIEL CANOSA: Creditors' Proofs of Debt Due Oct. 3
---------------------------------------------------
Gabriel Garber, the court-appointed trustee for Daniel Canosa SA's
bankruptcy proceedings, will be verifying creditors' proofs of
claim until Oct. 3, 2012.

Mr. Garber 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:

         Gabriel Garber
         Uruguay 750


EDENOR: Moody's Cuts Corp. Family Rating to 'Caa1'; Outlook Neg
---------------------------------------------------------------
Moody's Latin America has downgraded Edenor's corporate family and
senior unsecured ratings to Caa1 from B3 and its national scale
rating to Ba3.ar from Baa2.ar. All ratings continue to carry a
negative outlook.

Ratings Rationale

The downgrade has been prompted by Edenor's continued poor
operating performance in 2012 and the ongoing issue of frozen
tariffs. The downgrade also reflects the liquidity constraints the
company will face over coming quarters should the frozen tariff
position of the company not change.

The negative outlook reflects Moody's view that, if the frozen
tariff situation is not addressed by the government or regulatory
authorities, the declining trend in Edenor's operating margins and
negative cash generation will lead to unsustainable operations
sooner than anticipated, most likely before the end of the year.
In such a situation the company's current levels of cash
generation raises concerns in relation to its upcoming interest
payments.

The absence of a workable cost recovery mechanism (CMM) in a
climate of continuing high inflation has clearly hurt Edenor's
profitability and cash generation. In addition, the provisional
mechanism by which the Energy Secretariat has allowed Edenor to
retain funds from the Program for the Rational Use of Electric
Power (PUREE), in order to reimburse the company for the amounts
it is owed under requested and pending CMM (dating back to May
2008) increases has become less effective in protecting Edenor's
cash flows from its growing SG&A expenses. For the first half of
the year, cash from operations was barely sufficient to cover the
company's investment needs. Only funds from assets sales and cash
inflows from intercompany loans repayments to Edenor have helped
to strengthen its liquidity to some extent. Going forward, in the
absence of the previous one-time cash inflows, negative operating
profits and immaterial cash generation will lead to increased
liquidity pressure.

The negative outlook reflects Moody's view that Edenor's margins
and cash flows will continue to deteriorate given the continued
high inflation rates prevailing in Argentina and the resulting
cost pressures and the prolonged delay of receiving any of the
several previously requested tariff adjustments.

If Edenor's margins and cash generation continue their downward
trend and additional cost pressures are not addressed by an
increase or adjustment to its tariffs the ratings will, most
likely, be downgraded further. Additionally, any sudden change to
the company's ability to retain cash amounts collected under the
PUREE on its balance sheet while the CMM is not applied could also
negatively affect the ratings.

In addition, since Edenor's revenues are in local currency and its
bonds are dollar-denominated, its financial profile could be
substantially and adversely affected by a major devaluation of the
Argentine peso which could add further downward rating pressure.

In light of the negative rating outlook, near-term prospects for
the rating to be upgraded are limited. A rating upgrade will
require the company to be able to recover its increased costs to
some extent and begin to reverse the negative operating margin
trend on a sustainable basis.

A more predictable tariff regime and a more transparent regulatory
environment for the company's operations would also be important
for any upgrade consideration.

Moody's is also correcting its database to reflect the full rating
history for the corporate family national scale rating. On June
29, 2007, Moody's assigned a corporate family national scale
rating of A1.ar to Edenor. On April 4, 2012, Moody's downgraded
the corporate family national scale rating to Baa2.ar from A1.ar.
Due to an internal administrative error, these ratings were
previously missing from Moody's systems

Empresa Distribuidora Norte S.A (Edenor), headquartered in Buenos
Aires, Argentina, is the country's largest electricity
distribution company. For the last twelve months ending, June
2012, Edenor reported total revenues of ARS 2.6 billion
(approximately USD 550 million).

Edenor's ultimate parent, Pampa Energia S.A. (not rated), is the
largest, fully-integrated electricity company in Argentina.
Through its subsidiaries, the company is engaged in the
generation, transmission and distribution of electricity within
the country. Pampa has an installed capacity of approximately
2,187 MW, which represents about 8% of the country's installed
capacity. It also co-controls Transener (not rated), the largest
high-voltage electricity transmission system in Argentina.


EL BAGUAL: Creditors' Proofs of Debt Due Oct. 18
------------------------------------------------
Marta Susana Guillemi, the court-appointed trustee for El Bagual
de O'Brien SA's bankruptcy proceedings, will be verifying
creditors' proofs of claim until Oct. 18, 2012.

Ms. Guillemi will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 19 in Buenos Aires, with the assistance of Clerk
No. 37, 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:

         Marta Susana Guillemi
         Av. Corrientes 1585
         Argentina


GAS NEA: Creditors' Proofs of Debt Due Nov. 12
----------------------------------------------
Estudio Adriana I. Gonzalez - Carlos G. Rodi y Asociados, the
court-appointed trustee for Gas Nea SA's reorganization
proceedings, will be verifying creditors' proofs of claim until
Nov. 12, 2012.

The trustee will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 4 in Buenos Aires, with the assistance of Clerk
No. 8, will determine if the verified claims are admissible,
taking into account the trustee's opinion, and the objections and
challenges that will be raised by the company and its creditors.

Creditors will vote to ratify the completed settlement plan
during the assembly on Sept. 6, 2013.

The Trustee can be reached at:

         Estudio Adriana I. Gonz lez - Carlos G. Rodi y Asociados
         Muniz 296
         Argentina


MACEL SRL: Creditors' Proofs of Debt Due Oct. 17
------------------------------------------------
Jorge David Jalfon, the court-appointed trustee for Macel SRL's
bankruptcy proceedings, will be verifying creditors' proofs of
claim until Oct. 17, 2012.

Mr. Jalfon will present the validated claims in court as
individual reports.  The National Commercial Court of First
Instance No. 20 in Buenos Aires, with the assistance of Clerk
No. 40, 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:

         Jorge David Jalfon
         Sarmiento 1452
         Argentina


TRANSPORTADORA GAS: Fitch Junks Rating on $170-Mil. New Notes
-------------------------------------------------------------
Fitch Ratings has upgraded Transportadora Gas del Norte's (TGN)
foreign and local currency Issuer Default Ratings (IDRs) to 'CCC'
from 'D'.  Fitch has also assigned TGN's USD170.45 million new
step up notes and USD56.8 million claim protection notes a 'CCC'
final rating, with a recovery rating of 'RR4'.  The national scale
rating was also upgraded to 'CCC(arg)' from 'D(arg)'.

TGN's upgraded ratings reflect the successful completion of its
debt restructuring process through an exchange note offering.  The
company got the acceptance from bondholders representing 88.04% of
the debt and issued USD150.1 million of step up notes and USD50
million of claim protection notes.  Approximately USD111.4 million
and USD21.9 million of such notes, respectively, are listed in the
Buenos Aires stock exchange, and will be listed in Luxemburg.
Following the completion of the debt restructuring, total debt has
been reduced to approximately USD257 million from USD462.2
million.  Existing debt includes new step up notes for USD150
million, debt remaining in default for approximately USD55 million
and claim protection notes for USD50 million.  Approximately
USD41.3 million of series A and B have not been tendered and
remain in default.  TGN announced its intention to restructure
such debt.

Fitch anticipates that TGN's ability to face interest payments on
the new debt will be extremely limited, as the company's ability
to generate cash has been severely affected by a tariff structure
frozen since 1999, inflation, limitation on gas exports and peso
depreciation.  Fitch notes that interests are expected to be
capitalized during the first three years and a portion to be
capitalized in year four.  However, absent a tariff increase, or
any additional source of funds, TGN's EBITDA is expected to be
negative in 2013 and increasing in magnitude over the next years.

The new notes carry a coupon rate that steps-up over the course of
the notes of 3.5% for years one and two, 7% for years three and
four, and 9% for years five through seven.  The interest payment
can be picked during the first three years, and there is a minimum
cash interest payment of 3.5% in year four, with the option for
TGN to capitalize the remainder.  Principal will be amortized in
full at its maturity.

The claim protection notes will be automatically cancelled on the
first anniversary of the debt restructuring settlement, without
any payment from TGN, provided that no event of default has
occurred.  Should they not be extinguished at that time, the claim
protection notes will mature seven years from the final settlement
date.  These notes will constitute a 0% coupon instrument.

Fitch has upgraded the following ratings:

  -- Foreign and local currency long-term IDR to 'CCC' from 'D';
  -- Long-term national scale issuer rating to 'CCC(arg)' from
     'D(arg)'.

Fitch has assigned the following ratings:

  -- USD170.45 million seven-year notes final rating at
     'CCC'/'RR4';
  -- USD56.8 million of claim protection notes final rating at
     'CCC'/'RR4';

Fitch has affirmed the following ratings:

  -- USD250 million notes series A, international scale affirmed
     at 'C/RR5';
  -- USD250 million notes series B, international scale rating
     affirmed at 'C/RR5'.

TGN is one of the two largest transporters of natural gas in
Argentina, delivering approximately 40% of the country's total gas
consumption.  TGN has an exclusive license to operate the northern
Argentina gas pipeline system for a term of 35 years, which may be
extended for an additional 10-year period.  The Argentine
government has intervened into TGN's administration since December
2008.  The designated government's interventor is responsible for
supervising all actions related to the public service.  TGN's main
shareholders are Gasinvest S.A. (56.35%) and Blue Ridge
Investments LLC (23.53%), while 20% is floating in the market.
Gasinvest S.A. is in turn owned by TecPetrol Internacional SL
(27.2%), Total Gas y Electricidad Argentina S.A. (20.6%), Petronas
Argentina S.A. (18.3%). Total Gasandes (6.6%), and Compania
General de Combustibles S.A. (27.2%).



=============
B A H A M A S
=============


* BAHAMAS: Gets US$65MM IDB Loan to Complete Road Network
---------------------------------------------------------
The Inter-American Development Bank (IDB) approved a supplemental
loan of up to US$65 million to complete the expansion and
rehabilitation of the road network under The Bahamas' New
Providence Transport Program.

The project seeks to reduce transportation costs for road users by
providing a more rational and efficient transport system for New
Providence Island, where the capital Nassau is located.  The
program is expected to improve road safety and public
transportation and reduce environmental impacts caused by traffic
congestion.  Traffic accidents and road fatalities are expected to
drop by 15 percent upon the program's completion.

Approximately 70 percent of the country's population lives on the
island of New Providence, and about 85 percent of the workforce in
New Providence uses private automobiles to commute to work.
Traffic congestion is also further affected by the daily arrival
of four to six cruise ships at Nassau Harbor that discharge
thousands of tourists who leave the docks to visit historical
sites, shops and beaches.

The IDB supplemental financing will be used to complete civil
works in the road network. Since 2001, the IDB has approved US$205
million financing for the program; and 90 percent of the civil
works have already been completed. IDB supplemental financing was
made necessary because of an increase in the cost of imported
inputs and unforeseen changes in the scope of the road
construction works.

The new IDB loan is for a 25-year term, with a two-year
disbursement period and a 2.5-year grace period. The interest rate
is based on the LIBOR. Local counterpart financing totals US$12
million.



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


FIBRIA CELULOSE: To Sell $303 Million Worth of Assets
-----------------------------------------------------
Fibria Celulose S.A., Brazil's largest pulp producer, said on it
would sell approximately $303 million of its assets.  The sale is
part of the company's deleveraging efforts and a result of weak
free cash flow (FCF) generation.  Additional measures taken by
Fibria during 2012 include a BRL1.361 billion equity issuance and
the sale of about BRL235 billion of additional land.

Fitch Ratings has a Stable Rating Outlook for Fibria, which has an
issuer default rating of 'BB+.'

Fitch says "We are negative regarding the debt reduction prospects
of Latin American pulp, paper, and forest products companies in
the near to medium term.  We expect FCF to continue to be
pressured in 2013 as additional pulp capacity enters the market.
Additional challenges for the industry include the anemic U.S.
economy, weak demand for paper in Europe due to the crisis,
secular changes, and slower growth rates in emerging markets.  We
believe that, in order to avoid negative rating actions in this
environment, management teams will need to seek alternative
avenues for deleveraging, including the sale of assets."


RODOPA INDUSTRIA: S&P Affirms 'B-' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Rating Services affirmed its 'B-' global and
'brBB' national scale corporate credit ratings on Rodopa Industria
e Comercio Alimentos Ltda. (Rodopa). "We do not have issue ratings
on the company. The outlook is positive," S&P said

"The ratings on Rodopa reflect its 'weak' liquidity, some
refinancing risks in 2012, its exposure to the cyclical Brazilian
beef industry, and competition from its much bigger peers," said
Standard & Poor's credit analyst Dario Lopez. "We also factor into
our ratings the company's somewhat aggressive growth strategy and
expected high working-capital requirements," added Mr. Lopez.

"We expect this will result in negative free operating cash flow
(FOCF) generation in the next few years, which Rodopa will most
likely finance through additional debt. The positive rating
factors are the company's operating flexibility because of its
deboning exceeds slaughtering capacity, and its ability to rapidly
adjust production given by its small scale. We also see as a
mitigating factor the healthy macroeconomic conditions in Brazil,
as customers' higher purchasing power increases consumption and
demand for beef, and the greater availability of cattle reduces
raw material costs (currently the price of cattle is about 10%
lower than in 2011). In addition, Rodopa holds a niche position
that enables it to extract higher margins than its peers," S&P
said.



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


BLACKSTONE VANDERBILT: Creditors' Proofs of Debt Due Sept. 25
-------------------------------------------------------------
The creditors of Blackstone Vanderbilt Avenue Offshore Fund Ltd.
are required to file their proofs of debt by Sept. 25, 2012, to be
included in the company's dividend distribution.

The company commenced liquidation proceedings on Aug. 15, 2012.

The company's liquidator is:

         Patrick Agemian
         Harbour Place 2nd Floor
         103 South Church Street
         PO Box 10034, Grand Cayman KY1-1001
         Cayman Islands


DIAPASON COMMODITIES: Creditors' Proofs of Debt Due Sept. 27
------------------------------------------------------------
The creditors of Diapason Commodities Value Fund are required to
file their proofs of debt by Sept. 27, 2012, to be included in the
company's dividend distribution.

The company commenced liquidation proceedings on Aug. 9, 2012.

The company's liquidator is:

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


HT (IH) LTD: Creditors' Proofs of Debt Due Sept. 17
---------------------------------------------------
The creditors of HT (IH) Ltd. are required to file their proofs of
debt by Sept. 17, 2012, to be included in the company's dividend
distribution.

The company commenced liquidation proceedings on Aug. 7, 2012.

The company's liquidator is:

         Ying Hing Chiu
         Telephone: (852) 2980 1988
         Facsimile: (852) 2882 6700
         Three Pacific Place, Level 28
         1 Queen's Road East
         Hong Kong


INVESTCORP LEVERAGED: Creditors' Proofs of Debt Due Sept. 17
------------------------------------------------------------
The creditors of Investcorp Leveraged Diversified Strategies Fund
Limited SPC are required to file their proofs of debt by Sept. 17,
2012, to be included in the company's dividend distribution.

The company commenced liquidation proceedings on Aug. 14, 2012.

The company's liquidator is:

         Craig Sinfield-Hain
         c/o Patricia Tricarico
         Telephone: (345) 949 5122
         Facsimile: (345) 949 7920
         P.O. Box 1111 Grand Cayman KY1-1102
         Cayman Islands


KURMA HOLDINGS: Commences Liquidation Proceedings
-------------------------------------------------
On Aug. 15, 2012, the sole shareholder of Kurma Holdings Limited
passed a resolution that voluntarily liquidates the company's
business.

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

The company's liquidator is:

         Russell Smith
         Telephone: (345) 769-8820
         BDO CRI (Cayman) Ltd.
         Floor 2-Building 3
         Governors Square
         23 Lime Tree Bay Ave
         PO Box 31229 Grand Cayman KY1 1205
         Cayman Islands


LMF SELECT: Commences Liquidation Proceedings
---------------------------------------------
On Aug. 15, 2012, the sole shareholder of LMF Select Assets, Ltd.
passed a resolution that voluntarily liquidates the company's
business.

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

The company's liquidator is:

         Russell Smith
         Telephone: (345) 769-8820
         e-mail: rsmith@bdo.ky
         BDO CRI (Cayman) Ltd.
         Floor 2-Building 3
         Governors Square
         23 Lime Tree Bay Ave
         PO Box 31229 Grand Cayman KY1 1205
         Cayman Islands


RIO CAPITAL: Creditors' Proofs of Debt Due Oct. 1
-------------------------------------------------
The creditors of Rio Capital Brazil Funds are required to file
their proofs of debt by Oct. 1, 2012, to be included in the
company's dividend distribution.

The company commenced wind-up proceedings on July 31, 2012.

The company's liquidator is:

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


TLP CAPITAL: Creditors' Proofs of Debt Due Sept. 27
---------------------------------------------------
The creditors of TLP Capital, Ltd. are required to file their
proofs of debt by Sept. 27, 2012, to be included in the company's
dividend distribution.

The company commenced liquidation proceedings on Aug. 14, 2012.

The company's liquidator is:

         DMS Corporate Services Ltd.
         c/o Bernadette Bailey-Lewis
         Telephone: (345) 946 7665
         Facsimile: (345) 946 7666
         dms House, 2nd Floor
         P.O. Box 1344 Grand Cayman KY1-1108
         Cayman Islands


TLP MANAGEMENT: Creditors' Proofs of Debt Due Sept. 27
------------------------------------------------------
The creditors of TLP Management GP, Ltd. are required to file
their proofs of debt by Sept. 27, 2012, to be included in the
company's dividend distribution.

The company commenced liquidation proceedings on Aug. 14, 2012.

The company's liquidator is:

         DMS Corporate Services Ltd.
         c/o Bernadette Bailey-Lewis
         Telephone: (345) 946 7665
         Facsimile: (345) 946 7666
         dms House, 2nd Floor
         P.O. Box 1344 Grand Cayman KY1-1108
         Cayman Islands


TLP SPECIAL: Creditors' Proofs of Debt Due Sept. 27
---------------------------------------------------
The creditors of TLP Special Opportunity Fund, Ltd. are required
to file their proofs of debt by Sept. 27, 2012, to be included in
the company's dividend distribution.

The company commenced liquidation proceedings on Aug. 14, 2012.

The company's liquidator is:

         DMS Corporate Services Ltd.
         c/o Bernadette Bailey-Lewis
         Telephone: (345) 946 7665
         Facsimile: (345) 946 7666
         dms House, 2nd Floor
         P.O. Box 1344 Grand Cayman KY1-1108
         Cayman Islands



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


CEMEX SAB: Clears Refinancing Hurdle as Debt Exchange Approved
--------------------------------------------------------------
Veronica Navarro Espinosa and Brendan Case at Bloomberg News
report that CEMEX, S.A.B. de C.V. will extend maturities of bank
loans by three years after its restructuring offer won acceptance
from creditors holding 92.6% of the debt.

The offer had to be accepted by 91% of creditors to go through
after the threshold was lowered from an initial 95 percent, and
the transaction is expected to become effective in the following
weeks, the company said in an e-mailed statement obtained by
Bloomberg News.

Bloomberg News notes that Cemex SAB said it plans to sell
$500 million of new 9.5% senior notes due in 2018 as part of the
exchange.

Bloomberg News relates that creditor approval of the offer
bolsters Cemex's efforts to prevent a financing crunch in 2014 by
pushing maturities to 2017.  The Monterrey, Mexico-based company
has posted 11 straight quarterly losses after the U.S. housing
slump and global economic slowdown hurt demand for building
materials, the report notes.

Cemex had 55 institutional creditors participate in the debt
exchange offer, said Maher Al-Haffar, a company spokesman,
Bloomberg News relays.

                          About CEMEX SAB

CEMEX, S.A.B. de C.V. is a Mexican corporation, a holding company
of entities which main activities are oriented to the construction
industry, through the production, marketing, distribution and sale
of cement, ready-mix concrete, aggregates and other construction
materials.  CEMEX is a public stock corporation with variable
capital (S.A.B. de C.V.) organized under the laws of the United
Mexican States, or Mexico.

                            *     *     *

As reported in the Troubled Company Reporter-Latin America on
July 10, 2012, Fitch Ratings has assigned a 'B+/RR3' rating to
CEMEX, S.A.B. de C.V.'s proposed senior secured high yield note
issuance.  These notes will be issued in an amount up to $500
million.  These exchange notes are being offered to holders of the
company's Financing Agreement debt in a cashless transaction and
will have a maturity date of June 2018.


GRUPO PAPELERO: S&P Affirms 'B+' Issuer Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' global scale
rating on Grupo Papelero Scribe S.A. de C.V. (Scribe). "At the
same time, we affirmed our 'B+' rating on Scribe's $300 million
senior unsecured notes. The recovery rating of '4' on the notes,
indicating our expectation of average (30%-50%) recovery in the
event of a payment default, remains unchanged. The outlook is
stable," S&P said.

The ratings on Scribe reflect its weak business risk profile,
aggressive financial risk profile, and adequate liquidity.


VITRO SAB: Asks Appellate Court to Reverse and Enforce Plan
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Vitro SAB filed the last set of papers designed to
persuade an appellate court that the bankruptcy judge was mistaken
in June when he refused to enforce the glassmaker's reorganization
plan approved by a court in Mexico.

According to the report, holders of 60% of Vitro's $1.2 billion in
defaulted bonds argued successfully to the bankruptcy judge in
Dallas that the Mexican plan wasn't worthy of enforcement in the
U.S. because it reduced guarantees on the bonds by subsidiaries
that weren't in bankruptcy anywhere.  The bondholders filed papers
last month with the U.S. Court in Appeals in New Orleans, arguing
that the court process in Mexico "was completely inimical to the
most basic elements of fairness."

The report relates that Vitro, in its reply brief filed Sept. 7,
noted how the bankruptcy court "rejected" the idea that the
Mexican process was fraught with "fraud, corruption, and
unfairness."  Vitro argued in its latest papers that the "plain
language" of the Bankruptcy Code requires enforcement of the
Mexican plan in the U.S.  The glassmaker said that the bondholders
"are really asking this court to protect them from the decision of
the Mexican court simply because they lost there."

The report notes that the appeal will be argued during the first
week of October to a panel of three judges on the Fifth Circuit in
New Orleans.  Even if Vitro wins the October appeal, the company
must also deal with a separate defeat suffered in late August at
the hands of a U.S. district judge in Dallas.  Last month, the
bondholders won when the district judge ruled that the bankruptcy
court erred in April 2011 by not putting 10 Vitro subsidiaries
into bankruptcy involuntarily.

The Bloomberg report discloses that defeated in courts in Mexico,
the bondholders won their victory in the Vitro parent's Chapter 15
case in Dallas.

The appeal in the Circuit Court is Vitro SAB de CV v. Ad Hoc Group
of Vitro Noteholders (In re Vitro SAB de CV), 12-10689, U.S. 5th
Circuit Court of Appeals (New Orleans).  The suit in bankruptcy
court where the judge decided not to enforce the Mexican
reorganization in the U.S. is Vitro SAB de CV v. ACP
Master Ltd. (In re Vitro SAB de CV), 12-03027, U.S. Bankruptcy
Court, Northern District Texas (Dallas).  The bondholders'
previous appeal in the circuit court is Ad Hoc Group of Vitro
Noteholders v. Vitro SAB de CV (In re Vitro SAB de CV), 11-11239,
U.S. 5th Circuit Court of Appeals (New Orleans).  The bondholders'
appeal of Chapter 15 recognition in district court is Ad Hoc Group
of Vitro Noteholders v. Vitro SAB de CV (In re Vitro SAB de CV),
11-02888, U.S. District Court, Northern District Texas (Dallas).

                          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.  But an appellate court in Mexico
reinstated the reorganization in April 2011.  Following the
reinstatement, Vitro SAB on April 14, 2011, 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).

The Vitro parent received sufficient acceptances of its
reorganization by using the US$1.9 billion in debt owing to
subsidiaries to vote down opposition by bondholders.  The holders
of US$1.2 billion in defaulted bonds opposed the Mexican
reorganization plan because shareholders could retain ownership
while bondholders aren't being paid in full.

Vitro announced in March 2012 that it has implemented the
reorganization plan approved by a judge in Monterrey, Mexico.

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.

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.  Blackstone Advisory..


* CHIHUAHUA: Moody's Revises 'Ba1' Rating Outlook to Negative
-------------------------------------------------------------
Moody's de Mexico revised the outlook of the State of Chihuahua's
A1.mx (Mexico National Scale) and Ba1 (Global Scale, local
currency) issuer ratings to negative from stable.

Ratings Rationale

The placement of the State of Chihuahua's ratings on negative
outlook reflects Moody's expectation that poor financial
performance will continue. According to preliminary information
and Moody's projections, the state is on track to register another
sizable deficit in 2012 following the high level of 12.7% recorded
in 2011, due to operating and capital spending pressures. This
would suggest a shift in fiscal policy from the previous years
when Chihuahua recorded moderate historical fiscal imbalances.

If these projections are realized, by year end Chihuahua will face
a significant increase in its debt and a continuation of a very
weak liquidity position. Debt levels have grown fast and are
expected to reach levels above 40% of total revenues by the end of
2012 up from 33.7% recorded in 2011, already high compared to Ba
rated Mexican states. Furthermore, the state finances part of its
cash financing requirements with its internal liquidity. In 2011,
net working capital - measured by current assets minus current
liabilities - reached its lowest level over the last five years (-
13.2% of total expenditures).

Moody's expects that liquidity pressures will persist in the near
to medium term and considers that the lack of internal resources
to cushion against unforeseen shocks constitutes a credit
negative, and one of Chihuahua's most significant credit
challenges. The state faces significant challenges to redress
these negative trends over the near-term. Moody's acknowledges
that Chihuahua possesses the ability to improve its performance
and revert the downward trend due to their high level of own-
source revenue and overall good management practices. Over the
next months, Moody's will monitor if Chihuahua implements specific
measures to reduce its fiscal imbalances, stabilize debt growth
and improve its liquidity position.

What Could Change The Rating Up/Down

Given the negative outlook on the ratings, Moody's does not expect
an upgrade in the near term. Notwithstanding, if the state takes
steps to redress its fiscal imbalance and records a cash financing
requirement closer to historic levels, leading to the
stabilization of debt growth along with the strengthening of the
liquidity position, could lead to the revision of the outlook back
to stable. Conversely if Chihuahua records a fiscal deficit for
2012 similar to the one registered in 2011, leading to significant
increases in debt and the persistence of a very weak liquidity
position, this will likely result in a downgrade on the ratings.

The last rating action was in October, 2011, when Moody's
downgraded Chihuahua's ratings to Ba1/A1.mx from Baa3/Aa3.mx.

Credit ratings incorporate Moody's macroeconomic outlook and its
implications on key variables that may include but not be limited
to interest rates, inflation, economic growth, unemployment,
performance of counterparties, credit availability, sector level
changes in competitive conditions, supply/demand and margins, and
issuer specific changes in capital structure, competitive
positioning, governance, risk profile, and liquidity. Unexpected
changes in such variables may lead to changes in the credit rating
level, potentially by several notches. Further information on the
sensitivity of the rating to specific assumptions is included in
this disclosure.

The methodologies used in these ratings were "Regional and Local
Governments Outside the US" published in May 2008, "The
Application of Joint Default Analysis to Regional and Local
Governments" published in December 2008 and "Mapping Moody's
National Scale Ratings to Global Scale Ratings" published in March
2011.


* TLAQUEPAQUE: Moody's Revises Outlook to Negative
--------------------------------------------------
Moody's de Mexico revised the outlook on the Municipality of
Tlaquepaque's A2.mx (Mexican National Scale) and Ba2 (Global
Scale, local currency) issuer ratings to negative from stable.
Issuer ratings of the municipality remain as Ba2/A2.mx.

Ratings Rationale

According to Moody's analyst Roxana Munoz, "the outlook change
reflects Moody's view that there is a significant risk that the
recent deterioration of key credit factors could continue over the
next year to levels that are no longer consistent with its current
Ba2/A2.mx ratings."

In 2011, the municipality's gross operating balance deteriorated
to a -4.0% from the 5.7% surplus registered in 2010, mainly due to
an increase in operating expenditures, principally driven by
general services reflecting that the municipality was one of the
hosts of the Pan-American Games and also an increase in transfers.
Moody's recognizes that redressing the deterioration will be a
challenge for the current administration.

As a result of the weakening operating performance coupled with
high capital expenditure levels, Tlaquepaque registered a cash
financing deficit in 2011 equivalent to -12.2% of its consolidated
revenues, a high level compared to rated peers as Ba2. The
increase of 185% in capital expenditures compared to 2010,
reflects the change of road surface in the principle streets of
the city during 2011. As such, Moody's expects that if capital
expenditures decrease in 2012 to historical levels, the
municipality could potentially register roughly balanced financial
results.

The cash financing deficit in 2011 has driven Tlaquepaque's net
direct and indirect debt to 61.2% of operating revenues, up from
47.7% in 2010, one of the highest levels compared to
municipalities rated by Moody's. Debt service costs are estimated
to reach 6.4% of total revenues in 2012 reflecting the increase in
debt levels, compared to the 4.7% registered in 2011.

What Could Move The Ratings Up/Down

Although Moody's does not expect upward pressure in the medium
term, the recording of strong gross operating balances and
balanced cash financing results, leading to: a) a progressive
reduction in net direct and indirect debt metrics and; b) positive
liquidity position, could stabilize the outlook of the issuer
ratings.

Given high debt levels, failure of the current administration to
cut operating expenditures and increase tax/revenue collection,
along with the generation of considerable cash financing
requirements and the deterioration of its liquidity position,
could exert downward pressure on the ratings.

The methodologies used in this rating were "Regional and Local
Governments Outside the US," published in May 2008, "The
Application of Joint Default Analysis to Regional and Local
Governments," published in December 2008, and "Mapping Moody's
National Scale Ratings to Global Scale Ratings" published in March
2011.

The date of the last Credit Rating Action was August 13, 2010.


                            ***********


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, Ivy B. Magdadaro, Frauline S.
Abangan, and Peter A. Chapman, Editors.

Copyright 2012.  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 Peter Chapman at 240/629-3300.


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