TCRLA_Public/121214.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, December 14, 2012, Vol. 13, No. 249


                            Headlines



A R G E N T I N A

PVCRED SERIE XV: Moody's Rates ARS3.47-Mil. Certificates 'Ca.ar'
SECUPYME XXXVIII: Moody's Rates VRD Securities 'B2'


B A H A M A S

DIGICEL GROUP: Entry to Bahamas Could Face Some Opposition
ULTRAPETROL (BAHAMAS): Closes Deal With Southern Cross


B E R M U D A

DKR SATURN: Placed Under Voluntary Wind-Up
DKR SATURN FUND: Placed Under Voluntary Wind-Up
DKR STRATEGIC: Placed Under Voluntary Wind-Up
DKR STRATEGIC HOLDING: Placed Under Voluntary Wind-Up
SARANAC INVESTORS: Placed Under Voluntary Wind-Up

SOFIUS INVESTMENTS 1: Placed Under Voluntary Wind-Up
TUPI NORDESTE: Placed Under Voluntary Wind-Up


J A M A I C A

UC RUSAL: To Sell Shares to Norilsk Nicke


                            - - - - -


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A R G E N T I N A
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PVCRED SERIE XV: Moody's Rates ARS3.47-Mil. Certificates 'Ca.ar'
----------------------------------------------------------------
Moody's Latin America has rated the debt securities and
certificates of Fideicomiso Financiero Pvcred Serie XV, using the
updated structure. This transaction will be issued by Equity Trust
Company (Argentina) S.A.- acting solely in its capacity as issuer
and trustee.

Moody's notes that as of Dec. 12, the securities contemplated by
this transaction have not yet settled. If any assumptions or
factors considered by Moody's in assigning the ratings change
before closing, Moody's could change the ratings assigned to the
notes.

Moody's has withdrawn the ratings of the Class VRDB and
Certificates because the liability structure of the transaction
has changed before issuance and as a result the rating of the
Class VRDB and Certificates tranche will change. Moody's has
assigned new ratings to these tranches as follows.

- ARS27,829,000 in Class A Fixed Rate Debt Securities (VRDA TF)
   of "Fideicomiso Financiero Pvcred Serie XV", rated Aaa.ar (sf)
   (Argentine National Scale) and Ba3 (sf) (Global Scale, Local
   Currency)

- ARS66,095,000 in Class A Floating Rate Debt Securities (VRDA
   TV) of "Fideicomiso Financiero Pvcred Serie XV", rated Aaa.ar
   (sf) (Argentine National Scale) and Ba3 (sf) (Global Scale,
   Local Currency)

- ARS18,553,000 in Class B Debt Securities (VRDB) of "Fideicomiso
   Financiero Pvcred Serie XV", rated Caa2.ar (sf) (Argentine
   National Scale) and Caa3 (sf) (Global Scale, Local Currency)

- ARS3,479,000 in Certificates (CP) of "Fideicomiso Financiero
   Pvcred Serie XV", rated Ca.ar (sf) (Argentine National Scale)
   and Ca (sf) (Global Scale, Local Currency).

Ratings Rationale

The rated securities are payable from the cashflow coming from the
assets of the trust, which is an amortizing pool of approximately
10,921 eligible personal loans denominated in Argentine pesos,
bearing fixed interest rate, originated by Pvcred, a financial
company owned by Comafi's Group in Argentina.

The VRDA TF will bear a fixed interest rate of 15%. The VRDA TV
will bear a floating interest rate (BADLAR plus 400bps). The VRDA
TV's interest rate will never be higher than 23% or lower than
15%. The VRDB will bear a fixed interest rate of 24%.

Overall credit enhancement is comprised of subordination, various
reserve funds and excess spread.

The transaction has initial subordination levels of 72.68% and
7,80% for the VRDA TF and the VRDA TV respectively, calculated
over the pool's principal balance and accrued interest as of the
cut off date. The subordination levels will increase overtime due
to the turbo sequential payment structure.

The transaction also benefits from an estimated 26.33% annual
excess spread, before considering losses, trust expenses, taxes or
prepayments and calculated at the cap of 23% for the VRDA TV.

Moody's considered the credit enhancement provided in this
transaction through the initial subordination levels for each
rated class, as well as the historical performance of Pvcred
portfolio. In addition, Moody's considered factors common to
consumer loans securitizations such as delinquencies, prepayments
and losses; as well as specific factors related to the Argentine
market, such as the probability of an increase in losses if there
are changes in the macroeconomic scenario in Argentina.

These factors were incorporated in a cash flow model that takes
into account all the relevant features of the transaction's assets
and liabilities. Monte Carlo simulations were run, which
determines the expected loss for the rated securities.

Moody's analyzed the historical performance data of previous
transactions and similar receivables originated by Pvcred, ranging
from January 2007 to June 2012. In assigning the rating to this
transaction, Moody's assumed a lognormal distribution of losses
for each one of the different securitized subpools: (a) for the
PVCred and the "Staff" loans, a mean of 14% and a coefficient of
variation of 70%; (b) for the "Cuota Ya" loans, a mean of 25% and
a coefficient of variation of 70%; (c) for "Refinanced" loans,
mean of 32% and a coefficient of variation of 70%; (d) for loans
with a discounted installment, mean of 13% and a coefficient of
variation of 70%; (e) for "Provenclick" loans originate through an
online platform, mean of 25% and a coefficient of variation of 70%
. Also, Moody's assumed a lognormal distribution for prepayments
with a mean of 40% and a coefficient of variation of 70%;

Servicer default was modeled by simulating the default of Banco
Comafi as the servicer consistent with its current rating of
B2/A1.ar. In the scenarios where the servicer defaults, Moody's
assumed that the defaults on the pool would increase by 20
percentage points.

The model results showed 0.01% expected loss for Class A Fixed
Rate Debt Securities and a 1.29% for the Floating Rate Debt
Securities, 33.85% expected loss for Class B Fixed Rate Debt
Securities and 68.89% for the Certificates.

Moody's ran several stress scenarios, including increases in the
default rate assumptions. If default rates were increased 5% from
the base case scenario, the ratings of the Class A Fixed Rate
would be unchanged. The ratings of the Class A Floating Rate,
Class B and CP would likely be downgraded to B1(sf), Ca(sf) and
C(sf). The ratings of the CP would remain unchanged.

Finally, Moody's also evaluated the back-up servicing arrangements
in the transaction. If Pvcred is removed as collection agent,
Banco Comafi will be appointed as the back-up collection agent.

The main source of uncertainty for this transaction is the default
level of the securitized pool. Although Moody's analyzed the
historical performance data of previous transactions and similar
receivables originated by Pvcred, the actual performance of the
securitized pool may be affected, among others, by the economic
activity, high inflation rates compared with nominal salaries
increases and the unemployment rate in Argentina.


SECUPYME XXXVIII: Moody's Rates VRD Securities 'B2'
---------------------------------------------------
Moody's Latin America rates the VRD securities of Fideicomiso
Financiero Secupyme XXXVIII, which will be issued by Banco de
Valores acting solely in its capacity as issuer and trustee.

USD2,215,000 in VRD of Fideicomiso Financiero Secupyme XXXVIII,
rated B2 (Global scale, local currency) and Aa3.ar (National Scale
Rating)

Moody's notes that as of Dec. 12, the securities contemplated by
this transaction have not yet settled. If any assumptions or
factors considered by Moody's in assigning the ratings change
before closing, Moody's could change the ratings assigned to the
notes.

RATINGS RATIONALE

The rated securities are backed by a pool of bills of exchange
signed by agricultural producers in Argentina. The bills of
exchange will be guaranteed by Garantizar S.G.R., which is a
financial guarantor in Argentina. Garantizar has a local currency
national scale rating of Aa3.ar and a global local currency rating
of B2.

The rating assigned to this transaction is primarily based on the
rating of Garantizar. Therefore, any future change in the rating
of the guarantor may lead to a change in the rating assigned to
this transaction. The rating addresses the payment of interest and
principal on or before the legal final maturity date of the
securities.

Banco de Valores S.A. (Issuer and Trustee) will issue one class of
debt securities denominated in Argentine pesos. The rated
securities will bear a 5% annual interest rate.

The rated securities will be repaid from cash flow arising from
the assets of the Trust, constituted by a pool of fixed rate bills
of exchange denominated in US dollars signed by agricultural
producers and guaranteed by Garantizar S.G.R. The bills of
exchange will have the same interest rate as the rated securities.
The promise to investors is to receive the payment of interest and
principal by the legal final maturity of the transaction.

Although the rated securities (and the bills of exchange) are
denominated in US dollars, they are payable in Argentine pesos at
the exchange rate published by Banco de la Nación Argentina as of
the day prior to the date that the funds are initially deposited
into the Trust account. As a result, the dollar is used as a
currency of reference and not as a mean of payment. For that
reason, the transaction is considered to be denominated in local
currency.

If eight days before each payment date, the funds on deposit in
the trust account are not sufficient to make payments to
investors, the Trustee is obligated to request Garantizar to make
payment under the bills of exchange. Garantizar, in turn, will
have five days to make this payment into the trust account. Under
the terms of the transaction documents, the trustee has up to two
days to distribute interest and principal payments to investors.
Interest on the securities will accrue up to the date on which the
funds are initially deposited by either Garantizar, the exporter,
or the individual producers into the Trust account.



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B A H A M A S
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DIGICEL GROUP: Entry to Bahamas Could Face Some Opposition
----------------------------------------------------------
RJR News reports that Digicel Group could face some opposition if
it decides to enter the Bahamian telecommunications industry.

According to reports out of the Bahamas, Digicel Group
representative and former Jamaica Prime Minister PJ Patterson flew
to Nassau and met with Prime Minister Perry Christie as well as
Attorney General Allyson Maynard-Gibson, RJR News notes.

The Bahamas Communications and Public Officers Union (BCPOU),
according to RJR News, said it will oppose the move if there are
Bahamian companies that can do the job.  The BCPOU says that while
it supports competition, it would prefer competition to come from
a Bahamian company, the report adds.

President of the union, Bernard Evans, said he personally would
not support Digicel entering the telecommunications market because
it does not have a union, the report relays.

Digicel Group, with regional headquarters in Jamaica, entered the
Panama market in 2008.

                       *     *     *

As reported in the Troubled Company Reporter on Sept. 7, 2012,
Moody's Investors Service assigned a Caa1 rating to Digicel
Group Limited's proposed US$700 million senior unsecured notes due
2020.  Net proceeds will be used to repurchase the entire tranche
of the DGL 9.125%/9.875% senior PIK toggle notes due 2015
(US$415 million outstanding) and a portion of the 8.875% senior
notes due 2015 (US$1 billion outstanding) via tender offers.


ULTRAPETROL (BAHAMAS): Closes Deal With Southern Cross
------------------------------------------------------
Ultrapetrol (Bahamas) has closed its investment agreement with
Sparrow Capital Investments, Ltd, a subsidiary of Southern Cross
Latin America Private Equity Funds III and IV.  Ultrapetrol sold
110,000,000 shares of newly issued common stock to Sparrow at a
purchase price of $2.00 per share.  The Company received proceeds
of $220 million from the transaction.  Prior to closing of the
transaction, Sparrow waived the condition to closing that required
the Company to obtain a waiver of certain repurchase rights by
holders of the Company's Convertible Senior Notes due 2017.

Net proceeds from the investment will strengthen the Company's
balance sheet and be used for general corporate purposes,
including financing growth opportunities in Ultrapetrol's Offshore
Business Unit in Brazil.  As previously announced, the transaction
was approved by a special committee of Ultrapetrol's Board of
Directors comprising two disinterested directors that received a
fairness opinion, in accordance with the Company's Articles and
Memorandum of Association.

Ultrapetrol also announced that it has appointed Horacio Reyser
and Gonzalo Alende Serra to its board of directors, effective
immediately, following the resignation of Leonard J. Hoskinson and
Michael C. Hagan.  In addition, in connection with the investment
agreement between Sparrow and the Company executed on Nov. 13,
2012, the Company (1) made certain amendments to its Articles and
Memorandum of Association at the time of closing, and (2) entered
into a registration rights agreement for the shares purchased by
Sparrow and shares currently owned by two existing shareholders of
the Company.

Felipe Menendez, Ultrapetrol's President and Chief Executive
Officer, said, "Southern Cross Group has a history of successfully
working with companies in South America to achieve their long-term
goals, and we look forward to having them as a partner.  With this
investment, we have secured $220 million in additional equity
which significantly strengthens our balance sheet and enhances our
ability to execute our growth strategy.

"Additionally, we are pleased to have appointed Mr. Reyser and Mr.
Alende to our board as we continue to capitalize on attractive
opportunities in our River and Offshore Businesses.  I would like
to thank Mr. Hoskinson and Mr. Hagan for their service as board
members and their dedication over many years to the Company's
interests."

Horacio Reyser is a partner with Southern Cross and has been with
the firm since 1998.  Prior to joining Southern Cross, Mr. Reyser
worked for INFUPA, a regional M&A advisory firm.  Mr. Reyser also
worked for the Techint Group, initially in strategic planning at
Tenaris-Siderca and later at Siderar-Ternium, where he focused on
a wide variety of operational projects and strategic acquisitions.
Mr. Reyser holds a degree in Industrial Engineering from Instituto
Tecnologico de Buenos Aires (ITBA) and completed an Advanced
Management Program at Harvard Business School.

Gonzalo Alende Serra joined Southern Cross in 2007 after a 16-year
career working in finance at several world-class companies with a
regional focus.  Prior to joining Southern Cross, Mr. Alende
served as Compliance Manager and Global Risk Manager for Tenaris
from 2003 to 2006 and Vice President, Investor Relations for
Impsat in 2002.  Prior to that, he worked as a management
consultant with Arthur D. Little and McKinsey and as an auditor
with PricewaterhouseCoopers, then Price Waterhouse.  Mr. Alende
received his Accounting degree from the Universidad de Belgrano in
Buenos Aires, and his MBA from the University of London (Imperial
College).  He is a CFA Charterholder.

Following the new appointments, the board of directors comprises
seven members.  In addition to the two new appointments, being the
Southern Cross Group nominees, the following existing directors
remain on the board: Felipe Menendez Ross, Ricardo Menendez Ross,
Fernando Barros Tocornal, Eduardo Ojea Quintana and George Wood.
Mr. Wood will continue to serve as an independent director and
sole member of the audit committee.

Under the indenture governing the Convertible Notes (the
"Indenture"), the sale of the shares to Sparrow represents a
"Fundamental Change" (as defined in the Indenture), which gives
each holder of Convertible Notes the right to require the Company
to repurchase all of its Convertible Notes on the Fundamental
Change Repurchase Date (as defined in the Indenture) at par plus
accrued but unpaid interest.  The Company will provide notice of
the Fundamental Change to the holders of the Convertible Notes in
accordance with the provisions of the Indenture.

                      About Ultrapetrol

Ultrapetrol -- http://www.ultrapetrol.net/-- is an industrial
transportation company serving the marine transportation needs of
its clients in the markets on which it focuses.  It serves the
shipping markets for containers, grain and soya bean products,
forest products, minerals, crude oil, petroleum, and refined
petroleum products, as well as the offshore oil platform supply
market with its extensive and diverse fleet of vessels.  These
include river barges and pushboats, platform supply vessels,
tankers and two container feeder vessels.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
Dec. 5, 2012, Standard & Poor's Rating Services placed its 'B-'
issuer credit rating on South American shipping company
Ultrapetrol (Bahamas) Ltd. on CreditWatch with developing
implications.



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B E R M U D A
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DKR SATURN: Placed Under Voluntary Wind-Up
------------------------------------------
On Nov. 13, 2012, the member of DKR Saturn Event Driven Holding
Fund Ltd. resolved to voluntarily wind up the company's
operations.

Only creditors who were able to file their proofs of debt by
Nov. 28, 2012, will be included in the company's dividend
distribution.

The company's liquidator is:

         Robin J. Mayor
         Clarendon House, Church Street
         Hamilton
         Bermuda


DKR SATURN FUND: Placed Under Voluntary Wind-Up
-----------------------------------------------
On Nov. 13, 2012, the members of DKR Saturn Event Driven Fund Ltd.
resolved to voluntarily wind up the company's operations.

Only creditors who were able to file their proofs of debt by
Nov. 28, 2012, will be included in the company's dividend
distribution.

The company's liquidator is:

         Robin J. Mayor
         Clarendon House, Church Street
         Hamilton
         Bermuda


DKR STRATEGIC: Placed Under Voluntary Wind-Up
---------------------------------------------
On Nov. 13, 2012, the member of DKR Strategic Currency Fund Ltd.
resolved to voluntarily wind up the company's operations.

Only creditors who were able to file their proofs of debt by
Nov. 28, 2012, will be included in the company's dividend
distribution.

The company's liquidator is:

         Robin J. Mayor
         Clarendon House, Church Street
         Hamilton
         Bermuda


DKR STRATEGIC HOLDING: Placed Under Voluntary Wind-Up
-----------------------------------------------------
On Nov. 13, 2012, the member of DKR Strategic Currency Holding
Fund Ltd. resolved to voluntarily wind up the company's
operations.

Only creditors who were able to file their proofs of debt by
Nov. 28, 2012, will be included in the company's dividend
distribution.

The company's liquidator is:

         Robin J. Mayor
         Clarendon House, Church Street
         Hamilton
         Bermuda


SARANAC INVESTORS: Placed Under Voluntary Wind-Up
-------------------------------------------------
On Nov. 13, 2012, the members of Saranac Investors, Ltd. resolved
to voluntarily wind up the company's operations.

Only creditors who were able to file their proofs of debt by
Nov. 28, 2012, will be included in the company's dividend
distribution.

The company's liquidator is:

         Robin J. Mayor
         Clarendon House, Church Street
         Hamilton
         Bermuda


SOFIUS INVESTMENTS 1: Placed Under Voluntary Wind-Up
----------------------------------------------------
On Nov. 9, 2012, the members of Sofius Investments 1 Limited
resolved to voluntarily wind up the company's operations.

Only creditors who were able to file their proofs of debt by
Nov. 28, 2012, will be included in the company's dividend
distribution.

The company's liquidator is:

         Robin J. Mayor
         Clarendon House, Church Street
         Hamilton
         Bermuda


TUPI NORDESTE: Placed Under Voluntary Wind-Up
---------------------------------------------
On Nov. 7, 2012, the member of Tupi Nordeste Japan Ltd. resolved
to voluntarily wind up the company's operations.

Only creditors who were able to file their proofs of debt by
Nov. 28, 2012, will be included in the company's dividend
distribution.

The company's liquidator is:

         Robin J. Mayor
         Clarendon House, Church Street
         Hamilton
         Bermuda



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J A M A I C A
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UC RUSAL: To Sell Shares to Norilsk Nicke
-----------------------------------------
RJR News reports that aluminum giant UC Rusal, which has a major
stake in Jamaica's mining sector, and billionaire Vladimir
Potanin, have agreed to sell their shares in Norilsk Nickel to
tycoon Roman Abramovich for just under US$1.5 billion.

The latest disclosure marks a revision for a deal agreed on the
stake in the world's largest nickel and palladium producer,
according to RJR News.  The report relates that Mr. Potanin and
Norilsk chief executive Oleg Deripaska had earlier agreed Mr.
Abramovich would buy a 7.3% stake in the form of quasi treasury
shares.

UC Rusal and Mr. Potanin's Interros Holding will now sell a total
of 9.2 million shares in Norilsk to Mr. Abramovich at US$160 per
share, RJR News notes.  Rusal made the announcement in a statement
to the Hong Kong stock exchange.

As reported in the Troubled Company Reporter-Latin America on
Sept. 28, 2012, RJR News said that Russian aluminum giant UC
Rusal, which has a major stake in Jamaica's bauxite/alumina
industry, expects to reach a deal with its lenders within six
months to refinance part of an US$11 billion debt burden.  It will
agree to new loan conditions by the end this year before its
covenant holiday expires, according to RJR News.


                            ***********


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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