TCRLA_Public/121219.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, December 19, 2012, Vol. 13, No. 252


                            Headlines



A R G E N T I N A

BANCO BMG: Moody's Corrects December 14 Rating Release
BES INVESTIMENTO: S&P Affirms 'BB-/B' Global Scale Ratings
GRUPO CLARIN: Argentina Starts Process to Auction Assets
MINAS GERAIS: Moody's Raises Global Issuer Rating From 'Ba1'
SUPERVIELLE LEASING 8: Moody's Rates Two Debt Securities 'Ba3'

* CITY OF BUENOS AIRES: Moody's Assigns '(P)B3' Debt Ratings
* ARGENTINA: Moody's Says Banking System Outlook Remains Neg.


B E R M U D A

AURUM UNIVERSAL: Members' Final Meeting Set for Dec. 14
AURUM UNIVERSAL DOLLAR: Members' Final Meeting Set for Dec. 14
AURUM UNIVERSAL EURO: Members' Final Meeting Set for Dec. 14


B R A Z I L

REDE ENERGIA: Caixa Economica May Take Control of Firm
HYPERMARCAS SA: Fitch Affirms 'BB' IDR; Outlook to Stable


C A Y M A N  I S L A N D S

NEWQUANT OFFSHORE II: Creditors' Proofs of Debt Due Dec. 10
OLYMPIA SUCDEN: Creditors' Proofs of Debt Due Dec. 6
ROLF LIMITED: Placed Under Voluntary Wind-Up
SIPFIM FUND: Commences Liquidation Proceedings
SWEET VALLEY: Placed Under Voluntary Wind-Up


D O M I N I C A N   R E P U B L I C

BANCO BHD: Fitch Affirms Issuer Default Ratings at Low-B
BANCO DE RESERVAS: Fitch Affirms Issuer Default Ratings at Low-B
BANCO POPULAR: Fitch Affirms National Ratings at Low-B


M E X I C O

GRUMA SAB: S&P Affirms 'BB' ICR on Acquisition of ADM's 23% Stake
VITRO SAB: U.S. 5th Circuit Declines to Enforce Mexican Plan
VITRO SAB: Seeks Reconsideration of Ruling Denying Mexican Plan


P U E R T O   R I C O

EXOTIQUE SALON: Case Summary & 20 Largest Unsecured Creditors


                            - - - - -


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A R G E N T I N A
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BANCO BMG: Moody's Corrects December 14 Rating Release
------------------------------------------------------
Moody's Investors Service issued a correction to the December 14,
2012 rating release of Banco BMG S.A.

Moody's downgraded Banco BMG S.A. (BMG)'s standalone bank
financial strength rating (BFSR) to E+ from D-, and lowered its
baseline credit assessment to b1, from ba3. The long-term global
local and foreign currency deposit ratings were downgraded to B1
from Ba3, and the foreign currency senior and subordinated debt
ratings were downgraded to B1 and B2, from Ba3 and B1,
respectively. Moody's also lowered the long and short-term
Brazilian national scale deposit ratings to Baa3.br and BR-3 from
A3.br and BR-2, respectively. On the global scale, the short-term
ratings remain unchanged. At the same time, Moody's downgraded to
B2 from B1 the foreign currency subordinated debt rating assigned
to the November 2016 notes issued by Banco de Credito e Varejo
(BMG's subsidiary).

The outlook on the deposit and debt ratings remains negative,
while the outlook on the E+ BFSR (which also maps to either a b2
or b3 baseline credit assessment) is now stable.

The following ratings assigned to Banco BMG were downgraded:

Bank financial strength rating to E+ from D-; stable outlook

Long-term global local currency deposit rating to B1 from Ba3;
negative outlook

Long-term foreign currency deposit rating to B1 from Ba3;
negative outlook

Long-term foreign currency senior unsecured debt rating to B1
from Ba3; negative outlook

Foreign currency senior unsecured debt rating assigned to GMTN
program to (P)B1 from (P)Ba3; negative outlook

Foreign currency subordinated debt rating to B2 from B1; negative
outlook

Long-term Brazilian national scale deposit rating to Baa3.br from
A3.br

Short-term Brazilian national scale deposit rating to BR-3 from
BR-2

The following rating assigned to Banco de Cr‚dito e Varejo was
downgraded: Foreign currency subordinated debt rating to B2 from
B1, negative outlook.

Ratings Rationale

The downgrade of BMG's ratings reflects the weakening of its
credit fundamentals, as indicated by its increasingly concentrated
funding profile and limited sources of alternate liquidity, as
well as the prospects of continued poor core earnings generation
that will limit internal capital replenishment, and thus the
bank's loan growth. These negative trends are no longer consistent
with a Ba rating.

Moody's noted that BMG's liability structure has become
increasingly reliant on secured funding sources, including credit
assignment agreements and securitization structures, which were a
sizable 61% of total funding as of September 2012, as well as
insured time deposits and direct financing from the deposit
insurance fund (Fundo Garantidor de Credito, FGC, unrated), which
accounted for about 14% of total funding. This trend reflects
declining investor and depositor confidence that exposes the bank
to increasingly higher funding costs and jeopardizes the bank's
liquidity, although management changes announced in November could
minimize negative impacts to the bank's reputation following the
indictment of its shareholders in October, said Moody's.

Moody's acknowledges that the joint venture recently announced
with Itau Unibanco - expected to become operational in the coming
days - will likely benefit the bank's funding structure and future
earnings generation. However, this arrangement also implies
greater concentration of funding from two main sources, namely
Itau Unibanco and the FGC. As a result, the bank's plans to
diversify into other consumer and commercial lending products to
its business appear less feasible at this time.

The rating action also incorporates the rating agency's
expectation of continued poor core earnings generation over the
coming quarters, as loan origination remains modest and
competition by large banks pressures margins. Moreover, the change
in gains on loan sales accounting will continue to lead to net
losses, thus further limiting the bank's ability to replenish
capital.

The negative outlook on BMG's ratings incorporates Moody's views
that net losses will continue to drag down capital, while limited
funding alternatives will constrain BMG's ability to grow its on-
balance sheet loan book and diversify its operations.

The last rating action on Banco BMG occurred on July 13, 2012,
when Moody's affirmed BMG's ratings following the announcement of
the joint-venture with Itau Unibanco Group. All ratings remained
unchanged and with negative outlook.

Banco BMG S.A. is headquartered in Belo Horizonte, Brazil and had
consolidated assets of R$23.3 billion (US$11.5 billion) and equity
of R$3 billion (US$1.5 billion) as of September 30, 2012.


BES INVESTIMENTO: S&P Affirms 'BB-/B' Global Scale Ratings
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-/B' global
scale and 'brA/brA-2' Brazilian national scale ratings on BES
Investimento do Brasil (BESI Brasil). The outlook on the long-term
ratings remains negative. The bank's stand-alone credit profile
(SACP) is 'bb'.

Standard & Poor's bases its ratings on BESI Brasil's "moderate"
business position, "adequate" capital and earnings, "moderate"
risk position, "below average" funding, and "adequate" liquidity
(as our criteria define it). "Although we consider BESI Brasil as
a strategically important subsidiary of its parent, Banco Espirito
Santo de Investimento S.A. (BESI; BB-/Negative/B), we currently do
not incorporate any notches of support in our ratings on the bank,
because its SACP is above the group credit profile (GCP)," S&P
said.


GRUPO CLARIN: Argentina Starts Process to Auction Assets
--------------------------------------------------------
Taos Turner at The Wall Street Journal reports that Argentina
government's head of media regulatory agency, Martin Sabbatella,
went to Grupo Clarin SA 's corporate headquarters early in the day
and delivered a legal notice telling the firm that the government
intended to enforce a controversial 2009 media law, which would
force Clarin Clarin to sell off assets such as its cable-TV unit
within 100 business days.

The move is part of an escalating battle between Clarin and
Cristina Kirchner, the country's populist president, according to
The Journal.

The report relates that the government said the law is aimed at
creating more competition in the media marketplace.  The media
firm and many analysts said the government wants to muzzle the
outspoken broadcaster and damage press freedom, the report notes.

The Journal discloses that the law has been held up as Argentina's
courts decide whether it is constitutional.  A lower court judge
sided with the government, ruling that the law complied with the
constitution, the report says.

However, the report notes, Clarin appealed the decision to a
federal appeals court, which could take several months to rule.

Even then, the case will likely be appealed again by the losing
side to the Supreme Court, the report relays.

The Kirchner government accuses Clarin of dragging out the legal
process and said it will no longer wait for the courts to issue a
final ruling, pressing ahead with the law's implementation, the
report relates.  Legal experts, however, said the appeals process
will likely prevent the government from auctioning Clarin's
licenses and assets until a final ruling from the courts, The WSJ
says.

The report notes that Marcela Basterra, a constitutional law
professor at the University of Buenos Aires, said a federal
tribunal will appraise Clarin's assets before the government
decides which licenses and assets to auction off to the highest
bidder.  If no one bids, the government will give the licences and
assets away, Mr. Sabbatella has said, the report relates.

Clarin publishes Argentina's leading daily, operates an open-air
television channel, and is the biggest cable-TV company in the
country.


MINAS GERAIS: Moody's Raises Global Issuer Rating From 'Ba1'
--------------------------------------------------------------
Moody's Investors Service upgraded by one notch the global scale
issuer ratings of the State of Sao Paulo to Baa2 from Baa3. The
outlook of the State of Sao Paulo is revised to positive. At the
same time, Moody's Investors Service upgraded the global scale
issuer rating of the State of Minas Gerais to Baa3 from Ba1. The
outlook of the State of Minas Gerais remains stable. In addition,
Moody's revised the outlook to positive from stable on the global
scale issuer ratings of the city of Rio de Janeiro.

Issuers and Ratings Affected

- State of Sao Paulo: upgraded to Baa2 (Global Scale) with
   positive outlook from Baa3 with stable outlook;

- State of Minas Gerais: upgraded to Baa3 (Global Scale) from
   Ba1, the outlook remains stable;

- City of Rio de Janeiro: revised outlook to positive from stable
   on the global scale rating. Issuer ratings remain at Baa2
   (Global Scale) and Aaa.br (Brazil National Scale).

Ratings Rationale

The State of Sao Paulo's issuer rating was upgraded to Baa2 with
positive outlook reflecting a solid track record of balanced
financial performance underpinned by conservative fiscal policies.
The state's diversified economy supports a strong own-source
revenue base - the highest among rated peers -  that allows the state
to exercise a high degree of revenue flexibility. Sao Paulo's
positive outlook follows the positive outlook on Brazil's
Sovereign bond ratings (as the largest state in the country by
population and GDP contribution) and reflects Moody's expectation
that the positive fiscal trend will continue in the near future.

"Over the medium term, Moody's expects the state's prudent
financial management and economic growth to support continued
positive margins", said Moody's analyst Patricio Esnaola. As of
September 2012, the state's gross operating balance and cash
financing surplus represented 21.5% of operating revenues and
19.1% of total revenues, respectively. Medium-term fiscal
challenges remain and include pressures to meet demands for social
services, and significant requirements in infrastructure.

The State of Minas Gerais' issuer rating was upgraded to Baa3 with
stable outlook reflecting a sustained track record of positive
gross operating balances and modest cash financing surpluses,
underpinned by strong revenue growth and a proven capacity to
match expenditures to revenue growth. "Over the medium term,
Moody's anticipates that the state's prudent policy framework
should continue to sustain positive gross operating balances and
roughly balanced cash financing results", added Esnaola.
Challenges facing the state include a relatively narrow economy,
ongoing demands for social services, and significant
infrastructure requirements.

The rating also incorporates the state's sizeable but slowly
declining debt to revenue levels. A recent restructuring on a debt
owed to CEMIG (the state-owned electric utility company) helped
the state to improve its debt profile.

The outlook change to positive from stable in the global scale
rating of the City of Rio de Janeiro reflects Moody's assessment
on the beneficial impact that the positive trends seen in the
Brazilian economy exert over this entity. "The positive
developments at the Sovereign level, combined with a high degree
of federal fiscal oversight, have also contributed to the better
fiscal and debt performance of the City of Rio de Janeiro", said
Esnaola.

What Could Change The Rating UP/DOWN

For the State of Sao Paulo and the city of Rio de Janeiro, an
upgrade of Brazil's Baa2 government bonds ratings could exert
upward pressure on the assigned ratings. For the State of Minas
Gerais, a sustained continuation of positive fiscal results
combined with a decline in debt-to-revenue levels, could exert
upward pressure on the ratings.

While unlikely in the short term given its positive outlook, a
downgrade of Brazil's government bond ratings could translate in a
downgrade of these issuers. Also, a significant deterioration in
the financial performance of any of these entities including
diminishing gross operating balances and increases in their debt
to revenue levels, could move the ratings down.


SUPERVIELLE LEASING 8: Moody's Rates Two Debt Securities 'Ba3'
--------------------------------------------------------------
Moody's Latin America has rated Fideicomiso Financiero Supervielle
Leasing 8, a lease-backed transaction that will be issued by
Equity Trust Company (Argentina) S.A. -- acting solely in its
capacity as Issuer and Trustee.

As of Dec. 17, the securities for this transaction have not yet
been placed in the market. If any assumption or factor Moody's
considers when assigning the ratings change before closing, the
ratings may also change.

- ARS73,604,807 in Class A Fixed Rate Debt Securities of
   "Fideicomiso Financiero Supervielle Leasing 8", rated Aaa.ar
   (sf) (Argentine National Scale) and Ba3 (sf) (Global Scale,
   Local Currency)

- ARS136,694,641 in Class B Floating Rate Debt Securities of
   "Fideicomiso Financiero Supervielle Leasing 8", rated Aaa.ar
   (sf) (Argentine National Scale) and Ba3 (sf) (Global Scale,
   Local Currency)

- ARS52,574,862 in Certificates of "Fideicomiso Financiero
   Supervielle Leasing 8", rated A3.ar (sf) (Argentine National
   Scale) and B3 (sf) (Global Scale, Local Currency)

Ratings Rationale

The rated securities are payable from the cash flow coming from
the assets of the trust, which is an amortizing pool of
approximately 1353 eligible lease contracts denominated in
Argentine pesos, bearing fixed and floating interest rates,
originated by Banco Supervielle, in an aggregate amount of ARS
262,874,309.

The floating rate leases securitized in this transaction will bear
a Corrected BADLAR interest rate plus 676 basis points, on
average. These loans have an average minimum interest rate of
10.81%. Fixed rate leases will bear an average interest rate of
20.79%.

These lease contracts were originated by Banco Supervielle and
were granted to large companies, SMEs and high income individuals.
All leases are underwritten by the bank's risk department.

Overall credit enhancement is comprised of 20% subordination for
the Class A Fixed Rate Debt Securities and the Class B Fixed Rate
Securities. In addition, the transaction has various reserve funds
and benefits from excess spread.

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
Supervielle's portfolio. In addition, Moody's considered factors
common to lease 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. Finally,
Moody's also evaluated the back-up servicing arrangements in the
transaction.

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.

In assigning the rating to this transaction, Moody's assumed a
lognormal distribution for defaults on the main pool with a 5%
mean and a coefficient of variation of 70%. Also, Moody's assumed
a lognormal distribution for prepayments with a 5% mean and 70%
coefficient of variation . These assumptions are derived from the
historical performance to date of previous lease-backed
securitizations of Banco Supervielle. Servicer default was modeled
by simulating the default of the Banco Supervielle as the servicer
consistent with its current rating of B2/Aa3.ar. In the scenarios
where the servicer defaults, Moody's assumed that the defaults on
the pool would increase by 20 percentage points.

Moody's also modeled different interest rate scenarios for BADLAR,
using an autoregressive (AR1) model, based on Badlar historical
values since 2006. Moody's notes that the Class B Floating Rate
Debt Securities will bear a Badlar interest rate with a minimum of
13% and a maximum of 24%.

The model results showed 0.00% expected loss for Class A Fixed
Rate Debt Securities, 0.61 % expected loss for Class B Floating
Rate Debt Securities and 9.37% 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 (that is, if Moody's assumes a mean default
rate of 10%), the ratings of the Class A Fixed Rate debt
securities and the Class B Floating Rate debt securities would be
unchanged. The global ratings for the Certificates would likely be
downgraded to Caa2 (sf).

Finally, Moody's also evaluated the back-up servicing arrangements
in the transaction. If Banco Supervielle is removed as servicer,
Equity Trust Company (Argentina) S.A. will be appointed as the
back-up servicer.

Moody's America Latina's National Scale Ratings (NSRs) are
intended as relative measures of creditworthiness among debt
issues and issuers within a country, enabling market participants
to better differentiate relative risks. NSRs differ from Moody's
global scale ratings in that they are not globally comparable with
the full universe of Moody's rated entities, but only with NSRs
for other rated debt issues and issuers within the same country.
NSRs are designated by a ".nn" country modifier signifying the
relevant country, enabling market participants to better
differentiate relative risks. NSRs differ from Moody's global
scale ratings in that they are not globally comparable with the
full universe of Moody's rated entities, but only with NSRs for
other rated debt issues and issuers within the same country. NSRs
are designated by a ".nn" country modifier signifying the relevant
country, as in ".mx" for Mexico. For further information on
Moody's approach to national scale ratings, please refer to
Moody's Rating Methodology published in October 2012 entitled
"Mapping Moody's National Scale Ratings to Global Scale Ratings".


* CITY OF BUENOS AIRES: Moody's Assigns '(P)B3' Debt Ratings
------------------------------------------------------------
Moody's Latin America has assigned ratings of (P)B3 (global scale)
and A3.ar (Argentina National Scale) to the Series 2 of notes to
be issued by the City of Buenos Aires under the 2012 Local Market
Financing Program for up to US$85 million. The Series 1 was sold
in October 2012 and was rated (P)B3 (global scale) and A3.ar
(Argentina National Scale). The bonds to be issued under the
program will be subscribed and payable in Argentine pesos at the
specified exchange rate and sold in the local capital market. The
assigned ratings are in line with the city's local currency debt
ratings.

Ratings Rationale

The creation of the 2012 Local Market Financing Program has been
authorized by the Law 4315/2012. The notes to be issued under the
program constitute direct, general, unconditional, and
unsubordinated obligations of the city, ranking at all times pari
passu without any preference among themselves. The maximum
authorized amount to be issued under the program is US$185
million, which represents around 14% of the city's net direct and
indirect debt as of September 2012, and only 3% of total revenues
budgeted for 2012.

The city will offer a second tranche of US$85 million. These notes
will be subscribed and payable in Argentine pesos at the specified
exchange rate, pay interest at a fixed rate on a semi-annual
basis, and amortize principal at maturity, which is scheduled to
be in June 2014 (eighteen months).

The assigned ratings are in line with the city's B3 (global scale)
and A3.ar (Argentina national scale) local currency debt ratings.
The rating level is in line with the B3 Sovereign rating. The
outlook is negative, reflecting the ongoing deterioration in
Argentina's operating environment, including a decelerating
economy and rising fiscal and foreign exchange pressures. Despite
the intrinsic financial characteristics of the City of Buenos
Aires, the lack of consistent and predictable policies at the
national level affects the institutional framework under which the
city operates and ultimately anchors its credit quality to that of
the Sovereign.

What Could Change The Rating UP/DOWN

Moody's does not expect upward pressures in the City of Buenos
Aires' ratings in the near to medium term. The city could be
further downgraded if the negative outlook on the sovereign rating
materializes into a rating downgrade. Furthermore, any action
taken by the central government that would negatively impact the
ability of the city to repay its financial obligations could lead
to a further downgrade. Any such actions would be viewed by
Moody's as further illustration of a deteriorating institutional
framework and an unstable policy environment.


* ARGENTINA: Moody's Says Banking System Outlook Remains Neg.
-------------------------------------------------------------
The outlook for Argentina's banking system remains negative
primarily because of external factors, says Moody's Investors
Service in a new Banking System Outlook published on Dec. 17. Key
drivers of the negative outlook include (1) decelerating economic
activity in Argentina and declining real wage gains; (2) high
inflation, resulting from continued expansionary monetary
policies; and, (3) unpredictable policy mix and increasing
uncertainty regarding potential government intervention in both
the commercial and financial sectors.

In the report "Banking System Outlook: Argentina," Moody's say
that it is important to note that while there has been some credit
deterioration in the banks' reported financial fundamentals, the
decline comes from a relatively strong starting point. Further,
the banks continue to benefit from low cost deposit-based funding,
and reported regulatory capital ratios remain sound.

Moody's says the cumulative impact of macroeconomic fundamentals,
the already apparent asset quality deterioration, and importantly,
the potential for direct and significant government intervention
in the banks' business activities, place significant downward
pressure on prospects for the banks' credit profile over the next
12-18 months, the period of the outlook.

Over the next 12-18 months Moody's expects the operating
environment for the banks to be challenging. Moody's anticipates
real GDP growth in Argentina of around 3.2% in 2012 and 3.9% in
2013, significantly below the 8.9% reported in 2011 and the trend
of the last decade.

Moody's expects asset quality at the banks to deteriorate as
economic deceleration and entrenched high inflation lead to
declining wage gains and lower employment rates, which will affect
borrowers' capacity to repay their loans.

Argentinean banks will maintain high liquidity levels in local
currency as peso deposits grow in response to restrictions imposed
on foreign currency purchases and savings, says Moody's.

Moody's also expects the conditions underlying banks' business
volumes and profits to weaken over the coming 12 to 18 months,
chiefly because of decelerating loan demand, the introduction of
lending rate caps for certain business lines, foreign exchange
restrictions that hurt foreign currency trading and trade finance
businesses, rising operating expenses propelled by high inflation,
and also because of increasing delinquencies.



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AURUM UNIVERSAL: Members' Final Meeting Set for Dec. 14
-------------------------------------------------------
The members of Aurum Universal Sterling Fund Ltd. will hold their
final general meeting on Dec. 14, 2012, at 10:00 a.m., to receive
the liquidator's report on the company's wind-up proceedings and
property disposal.

The company's liquidator is:

         Christopher C. Morris
         Century House
         16 Par-la-Ville Road, Hamilton
         Bermuda


AURUM UNIVERSAL DOLLAR: Members' Final Meeting Set for Dec. 14
--------------------------------------------------------------
The members of Aurum Universal Dollar Fund Ltd. will hold their
final general meeting on Dec. 14, 2012, at 9:55 a.m., to receive
the liquidator's report on the company's wind-up proceedings and
property disposal.

The company's liquidator is:

         Christopher C. Morris
         Century House
         16 Par-la-Ville Road, Hamilton
         Bermuda


AURUM UNIVERSAL EURO: Members' Final Meeting Set for Dec. 14
------------------------------------------------------------
The members of Aurum Universal Euro Fund Ltd. will hold their
final general meeting on Dec. 14, 2012, at 10:00 a.m., to receive
the liquidator's report on the company's wind-up proceedings and
property disposal.

The company's liquidator is:

         Christopher C. Morris
         Century House
         16 Par-la-Ville Road, Hamilton
         Bermuda



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B R A Z I L
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REDE ENERGIA: Caixa Economica May Take Control of Firm
------------------------------------------------------
David Papadopoulos at Bloomberg News relates that Folha de Sao
Paulo reported state-controlled bank Caixa Economica Federal may
have to take control of bankrupt Rede Energia SA.

Caixa Economica invested BRL600 million (US$287.6 million) in Rede
Energia in 2010 for a 25% stake in the power distributor,
according to Bloomberg News.

The report notes that after Rede filed for bankruptcy protection
on Nov. 23, Caixa requested its investment back as a clause in its
contract provides for, the newspaper reported, without saying
where it got the information.

Majority shareholder Jorge Queiroz de Moraes Jr. has 40 days to
pay Caixa back BRL712 million, according to the newspaper,
Bloomberg News discloses.

Mr. Queiroz, Bloomberg News relays, already said that he doesn't
have enough money.  If the payment isn't made, terms of the
contract state Caixa may take control of the company, Bloomberg
News adds.


HYPERMARCAS SA: Fitch Affirms 'BB' IDR; Outlook to Stable
---------------------------------------------------------
Fitch Ratings has affirmed the following ratings of Hypermarcas
S.A.'s:

  -- Long-term foreign currency Issuer Default Rating (IDR) at
     'BB';
  -- Long-term local currency IDR at 'BB';
  -- Long-term national scale rating at 'A+(bra)';
  -- Senior unsecured notes due in 2021 at 'BB';
  -- Third debentures issuance at 'A+(bra)'.

The Rating Outlook has been revised to Stable from Negative.

The Outlook revision reflects Hypermarcas' improved operating cash
flow generation and its ability to deleverage during 2012.  Fitch
projects that Hypermarcas' net leverage ratio will decline to 3.0x
FY12 from 5.1x in 2011.

Hypermarcas' ratings reflect its leading position in the
competitive Brazilian market, the strength and diversification of
its brands and the resilience of the pharmaceutical and personal
care industries to economic conditions.  Hypermarcas' management's
commitment to maintain a strong liquidity position is also
incorporated into the ratings.

Strong Business Position; Diversified Product Portfolio:

Hypermarcas has one of the largest and most diversified consumer
products portfolios in Brazil, with focus on the pharmaceutical,
beauty and personal care segments.  Hypermarcas' business strategy
is to capture synergies through the integration of acquired
operations into a single cost platform in terms of packaging,
distribution, advertising and marketing.  Currently, the company's
Pharma segment accounts for 56% of revenues, while its Beauty and
Personal Care segment account for the balance of revenues.  The
significant expansion of Hypermarcas' operations and product
portfolio in recent years was achieved primarily through
acquisitions.  Hypermarcas has carried out 23 acquisitions since
2007, which totaled approximately BRL8.1 billion and were financed
through a mix of debt and equity.

Operating Cash Flow Improvements

Hypermarcas successfully recovered its sales to wholesalers,
improved working capital terms and integrated several newly
acquired assets during 2012, which resulted in an increase in its
EBITDA and CFFO.  During the last nine months ended on Sept. 30,
2012, Hypermarcas' EBITDA was BRL625,5 million, higher than the
EBITDA of BRL534 million, per Fitch's criteria, during full-year
2011.  EBITDA margins improved to 22% from 16%. During the LTM,
the company's CFFO improved to BRL 899 million from BRL580 million
in 2011, while its free cash flow grew to BRL 674 million from BRL
305 million, respectively.  The fourth quarter of 2012 should be
significantly better than the last quarter of 2011, leading Fitch
to estimate that Hypermarcas' EBITDA for 2012 will grow to more
than BRL850 million from BRL 534 million during 2011.

Leverage On Decline Trend

The recovery in the operating cash flow generation has allowed
Hypermarcas to significantly reduce its leverage ratios.  For the
full year 2012, Fitch estimates net leverage to be about 3.0x.  In
2011, net leverage was 5.1x.  Fitch expects that the company will
maintain net leverage around 2.5x over the medium term and may
move toward a more shareholder friendly dividend policy.  This
would reduce free cash flow to the range of BRL150 million to
BRL250 million per year.  Hypermarcas' current strategy of
deleveraging its balance sheet would be positive for the ratings
if sustained.

Solid Liquidity Position; Room To Improve Debt Schedule
Amortization

Hypermarcas' liquidity remains robust with BRL2.2 billion in cash
and marketable securities as of Sep. 30, 2012.  The company has
BRL4.8 billion of debt, of which BRL602 million is short term.
The outstanding cash balances supports debt amortization through
the end of 2014 (BRL1.8 billion).  During 2013, Fitch expects
Hypermarcas to find alternatives to refinance part of its debt
coming due in 2014 and 2015 (BRL838 million and BRL1.1 billion) in
order to sustain its strong liquidity position.

Key Rating Drivers

The ratings could be positively impacted by sustainable leverage
reduction and/or a more conservative approach to acquisitions.
Rating downgrades would likely be driven by large debt financed
acquisitions that would weaken the company's capital structure
from acceptable levels and/or deteriorate the reputation of its
brands.



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


NEWQUANT OFFSHORE II: Creditors' Proofs of Debt Due Dec. 10
-----------------------------------------------------------
The creditors of Newquant Offshore Ltd II are required to file
their proofs of debt by Dec. 10, 2012, to be included in the
company's dividend distribution.

The company commenced wind-up proceedings on Oct. 19, 2012.

The company's liquidator is:

         Lisa Clarke
         c/o Jane Fleming or Lisa Clarke
         Telephone: (345) 945-2187
         Facsimile: (345) 945-2197
         PO Box 30464 Grand Cayman KY1-1202
         Cayman Islands


OLYMPIA SUCDEN: Creditors' Proofs of Debt Due Dec. 6
----------------------------------------------------
The creditors of Olympia Sucden Commodities Fund Ltd. are required
to file their proofs of debt by Dec. 6, 2012, to be included in
the company's dividend distribution.

The company commenced liquidation proceedings on Oct. 18, 2012.

The company's liquidator is:

         Newington Ltd.
         c/o J. Andrew Murray
         Telephone: 345 949 9710
         P.O. Box 2075, 31 The Strand
         Grand Cayman KY1-1105
         Cayman Islands


ROLF LIMITED: Placed Under Voluntary Wind-Up
--------------------------------------------
On Oct. 22, 2012, the shareholders of Rolf Limited resolved to
voluntarily wind up the company's operations.

Only creditors who were able to file their proofs of debt by
Dec. 5, 2012, will be included in the company's dividend
distribution.

The company's liquidator is:

         Buchanan Limited
         c/o Allison Kelly
         Telephone: (345) 949-0355
         Facsimile: (345)949-0360
         P.O. Box 1170, George Town Grand Cayman KY1-1102
         Cayman Islands


SIPFIM FUND: Commences Liquidation Proceedings
----------------------------------------------
On Oct. 18, 2012, the sole shareholder of Sipfim Fund Ltd.
resolved to voluntarily liquidate 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:

         Marco Racy Kheirallah
         c/o Maples and Calder, Attorneys-at-law
         PO Box 309, Ugland House
         Grand Cayman KY1-1104
         Cayman Island


SWEET VALLEY: Placed Under Voluntary Wind-Up
--------------------------------------------
On Oct. 22, 2012, the sole shareholder of Sweet Valley Investments
Limited resolved to voluntarily wind up the company's operations.

Only creditors who were able to file their proofs of debt by
Nov. 21, 2012, will be included in the company's dividend
distribution.

The company's liquidator is:

         Eagle Holdings Ltd.
         c/o  Barclays Private Bank & Trust (Cayman) Limited
         FirstCaribbean House, 4th Floor
         P.O. Box 487 Grand Cayman KY1-1106
         Cayman Islands
         Telephone: 345 949-7128



===================================
D O M I N I C A N   R E P U B L I C
===================================


BANCO BHD: Fitch Affirms Issuer Default Ratings at Low-B
--------------------------------------------------------
Fitch Ratings has affirmed Banco BHD's (BHD) long-term foreign and
local currency Issuer Default Rating (IDR), and revised the Rating
Outlook to Stable from Positive.  The National ratings of BHD and
its related entities were reviewed accordingly.

Rating Action Rationale

The Outlook revision to Stable on BHD's long-term IDRs is driven
by a recent change in Outlook of the Dominican Republic sovereign
IDRs, and Fitch's expectations that current and expected
challenges in the country's operating environment could limit
improvements in the bank's financial performance, reflected in its
Viability rating (VR).  In Fitch view, BHD is well-positioned to
keep delivering strong financial results in both the short and
medium term based on the strength of its balance sheet and
management experience in dealing with the inherent volatility of
the Dominican Republic.

BHD's IDR is driven by its financial strength as reflected in its
VR. BHD's VR continues to reflect its sustained high profitability
level, good liquidity and asset quality management, and sound
capital base.  BHD's weak efficiency ratios, less diversified
income structure compared to regional peers, and public sector
exposure are also incorporated in the VR.

Support Rating

In Fitch's opinion, government support, although possible, cannot
be relied upon, given the Dominican Republic's speculative grade
rating, despite BHD's systemic importance in the Dominican banking
system.

Rating Drivers and Sensitivities - VR & IDRS

BHD is currently rated at the same level as the sovereign; thus,
there are limited possibilities of further upgrades on its ratings
unless there is a change in the sovereign rating.  Downward
pressure on the bank's VR and IDR would arise from significant
deterioration in the bank's asset quality that hinders its equity
loss absorption capacity; however, this is not the base case
scenario at the moment.

Related Entities Rating Drivers and Sensitivities

BHD and its related entities' long-term National ratings are at
the same level.  Fitch considers BHD's related entities as core
operations to their sole shareholder, Centro Financiero BHD
(CFBHD) and to BHD.  These rating alignments reflect the high
probability of direct or indirect support that would be provided
by BHD and CFBHD, should it be required.

A change in BHD's credit risk profile would similarly affect the
long-term national ratings of its related entities: BHD Valores
Puesto de Bolsa (BHDVAL); Banco de Ahorro y Credito PyME BHD
(PYMEBHD); and BHD International Bank (Panama) (BHDIB).

BHD is the third largest commercial bank in the Dominican
Republic, with a 12.11% market share of total system assets as of
October 2012. BHD is 98% owned by CFBHD and is its largest
subsidiary by assets and net income.

Fitch has affirmed the following ratings and revised Outlooks as
indicated:

BHD

  -- Long-term Foreign and Local Currency IDR at 'B', Outlook to
     Stable from Positive;
  -- Short-term Foreign and Local Currency IDR at 'B';
  -- Viability Rating at 'b';
  -- Support Rating at '5';
  -- Support Floor at 'NF';
  -- Long-term National rating at 'AA-(dom)', Outlook to Stable
     from Positive;
  -- Short-term National rating at 'F1+(dom)'.

BHDVAL

  -- Long-term National rating at 'AA-(dom)', Outlook to Stable
     from Positive;
  -- Short-term National rating at 'F1+(dom)';
  -- National rating senior unsecured debt at 'AA-(dom)';
  -- National rating commercial paper debt at 'F1+(dom)'.

BHDIB

  -- Long-term National rating at 'AA-(dom)', Outlook to Stable
     from Positive;
  -- Short-term National rating at 'F1+(dom)'.

PYMEBHD

  -- Long-term National rating at 'AA-(dom)', Outlook to Stable
     from Positive;
  -- Short-term National rating at 'F1+(dom)'.


BANCO DE RESERVAS: Fitch Affirms Issuer Default Ratings at Low-B
----------------------------------------------------------------
Fitch Ratings has revised the Rating Outlooks for Banco de
Reservas de la Republica Dominicana, Banco de Servicios Multiples
(Banreservas) to Stable from Positive and affirmed the long-term
foreign and local currency Issuer Default Rating (IDR).

Rating Action Rationale

The Outlook revisions on Banreservas' IDRs are in line with a
similar action that Fitch took on the Dominican Republic's
sovereign ratings, as the sovereign is its sole shareholder and
the bank's IDRs are support driven.

The revision of the sovereign's Outlooks to Stable from Positive
reflected the deterioration in the sovereign's fiscal accounts;
present external vulnerabilities; and the new government's
challenges to reduce fiscal deficits and stabilize debt ratios in
the context of budgetary rigidities, rising social demands and
slower economic growth.  (For more information see the Fitch press
release dated Dec. 11, 2012: 'Fitch Revises Outlook on Dominican
Republic to Stable; Affirms IDRs at 'B'' available at
'www.fitchratings.com'.)

BANRESERVAS' Viability Rating (VR) balances its ample market
share, stable deposit base, and solid liquidity with its weak
profitability and asset quality metrics relative to both domestic
and similarly rated international peers (i.e. emerging market
commercial banks with a VR of 'b-', 'b' or 'b+').  Furthermore,
BANRESERVAS' still high (albeit declining) public sector exposure
on its balance sheet (3.9x equity at year-end 2011) also weighs on
its VR.

Support Rating and Support Rating Floor

Fitch believes the government's willingness to support Banreservas
should it be required is substantial given its 100% stake in the
bank, the bank's strategic importance, and the bank's role as the
government's main paying agent.  As such, the bank's long-term
local- and foreign-currency IDRs of 'B' are equal to those of the
sovereign.  However, the Dominican Republic's speculative grade
rating could result in a limited capacity to provide such support,
which is the foundation for Banreservas' support rating of '4' and
support floor of 'B'.

Rating Drivers and Sensitivities - VR & IDRs

Future changes in the bank's IDRs are contingent upon sovereign
rating actions.  An unexpected deterioration in asset quality or
profitability that pressures the bank's capital ratios to levels
no longer consistent with its current rating could prompt Fitch to
downgrade Banreservas' VR.  Prospects for an upgrade to
Banreservas' VR are limited in the medium term given important
asset and liability concentrations and the bank's comparatively
weaker financial performance.

As of October 2012, Banreservas was the largest bank out of 15
commercial and multiple service banks in the Dominican Republic,
with 24.48% of total system assets.  The bank is the government's
main paying agent and also has an important share of consumer and
corporate markets.

Fitch has affirmed the following ratings of Banreservas and
revised Outlooks as indicated:


  -- Long-term Foreign and Local Currency IDR at 'B'; Outlook to
     Stable from Positive;
  -- Short-term Foreign and Local Currency IDR at 'B';
  -- Viability Rating at 'b';
  -- Support Rating at '4';
  -- Support Floor at 'B';
  -- Long-term National rating at 'AA-(dom)'; Outlook Stable;
  -- Short-term National rating at 'F1+(dom)'.


BANCO POPULAR: Fitch Affirms National Ratings at Low-B
------------------------------------------------------
Fitch Ratings has affirmed the ratings and revised the Outlook of
Banco Popular Dominicano's (BPD), and its related entity Popular
Bank Ltd. Inc y Subsidiaria (Popular Bank).  The rating Outlook
has been revised to Stable from Positive on the long-term national
rating (LTNR).

Rating Action Rationale

The Outlook revision to Stable from Positive on BPD's LTNR is
driven by a recent change in outlook of the Dominican Republic
sovereign IDRs, and Fitch's expectations that the current and
expected challenges in the Dominican operating environment could
limit improvements on the bank's financial performance.

BPD's LTNRs are driven by its strong franchise within the
Dominican financial system, conservative risk culture, adequate
asset quality and profitability.  BPD's pressured efficiency
ratios, public sector exposure, and low capitalization levels
which compare unfavorable to local peers are also incorporated in
its LTNRs.

National Rating Drivers and Sensitivities

An upgrade scenario for BPD's LTNR is limited unless there is a
positive change in the sovereign rating.  Downward pressure on the
bank's LTNR would be derived from additional deterioration on the
bank's overall capitalization that hinders its loss absorption
capacity; not the base case scenario at the moment.

Subordinated Debt

BPD's long-term national subordinated debt rating in the Dominican
Republic is one notch below its long-term national rating due to
its subordination with respect to the bank's privileged
liabilities of first and second degree.  According to Fitch's
criteria, BPD's subordinated debts have no equity credit, although
they are considered Tier II capital by local regulation.

Related Entity Rating Drivers and Sensitivities

BPD and Popular Bank's LTNR are at the same level, as Fitch
considers the related entity as core operations to its sole
shareholder Grupo Popular (GP) and BPD.  This LTNR alignment
reflects the high probability of direct or indirect support that
will be provided by BPD and GP in a hypothetical case should it be
required.  A change on BPD's credit risk profile will similarly
affect the LTNR of Popular Bank.

BPD is the second largest commercial bank in the Dominican
Republic, with a 23.36% market share of total system assets as of
October 2012.  BPD is the main subsidiary of GP, a financial
holding, with investments in Dominican Republic, Panama and in the
United States of America.

Fitch has affirmed the ratings and revised the Outlooks for the
following:

Banco Popular Dominicano (Popular)

  -- Long-term national rating at 'AA-(dom)'; Outlook to Stable
     from Positive;
  -- Short-term national rating at 'F1+(dom)';
  -- National rating subordinated debt at 'A+ (dom)'.

Popular Bank Ltd. Inc y Subsidiaria (Popular Bank)

  -- Long-term national rating at 'AA-(dom)'; Outlook to Stable
     from Positive;
  -- Short-term national rating at 'F1+(dom)';
  -- Long-term national rating at 'BB+(pan)'; Outlook to Stable
     from Positive;
  -- Short-term national rating at 'B(pan)'.



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


GRUMA SAB: S&P Affirms 'BB' ICR on Acquisition of ADM's 23% Stake
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' issuer credit
rating on Gruma S.A.B. de C.V. (GRUMA). The outlook remains
stable. Standard & Poor's also said that it affirmed its 'BB'
rating the company's senior unsecured perpetual bonds. The
recovery rating on the bonds remains unchanged at '3'.

"The rating on GRUMA reflects the company's 'aggressive' (as our
criteria define the term) financial policy, despite the consistent
improvement in its credit metrics. The rating also reflects the
company's 'significant' financial profile, which includes our
assessment of the increase in the company's leverage, its
intensive working capital needs, and its exposure to volatile raw
materials prices. Partly mitigating these risk factors is the
company's 'satisfactory' business profile, which is based on its
leading position as a corn flour and tortilla producer (staple
products) in Mexico, its strong brand recognition, and its
geographically diverse cash flow, partly mitigate these risk
factors," S&P said.

"On Dec. 14, 2012, GRUMA announced the completion of its
acquisition of the 23.16% stake that Archer Daniels Midland Co.
(ADM; A/Watch Neg/A-1) and its affiliates held in GRUMA. The
transaction, which will be financed with debt, will result in a
deterioration of GRUMA'S key financial metrics by year-end 2012.
Although this leveraged buy-out of ADM's stake was not
incorporated in our base case scenario when we upgraded GRUMA in
March 2012, we see this decision as strategic and not a deviation
in the company's commitment to a more prudent financial strategy.
We expect that GRUMA will continue to generate positive free
operating cash flow (FOCF) in the next few years and use these
resources to pay down debt, returning the company's total debt-to-
EBITDA ratio to less than 3x by 2014," S&P said.

"The stable outlook reflects our expectation of GRUMA'S management
commitment to deleverage following the recently announced
acquisition," said Standard & Poor's credit analyst Laura
Martinez. "We could lower the rating if management's commitment to
improve the company's financial profile is not evidenced during
the quarters following the transaction, or if the potential
expropriation of the company's operations in Venezuela results in
a further deterioration of its credit metrics, with total debt to
EBITDA of more than 4.0x on a consistent basis. We don't
anticipate an upgrade in the near term, since the company's
aggressive financial policy limits the rating."


VITRO SAB: U.S. 5th Circuit Declines to Enforce Mexican Plan
------------------------------------------------------------
A three-judge panel of the U.S. Court of Appeals for the Fifth
Circuit affirmed a U.S. district court judgment affirming a Texas
bankruptcy court's recognition of the Mexican reorganization
proceeding of Vitro S.A.B. de C.V., and Vitro's appointed foreign
representatives under Chapter 15 of the Bankruptcy Code.  The
Fifth Circuit also affirmed the bankruptcy court's order denying
enforcement of the Mexican reorganization plan.

The Fifth Circuit ruled that the temporary restraining order
originally entered by the bankruptcy court, the expiration of
which was stayed by the Court of Appeals, is vacated effective
Dec. 14, 2012.

The Ad Hoc Group of Vitro Noteholders, a group of creditors
holding a substantial amount of Vitro's debt, appeal from the
district court's decision recognizing the Mexican proceedings.
Vitro and one of its largest third-party creditors, Fintech
Investments, Ltd., each appeals directly to the Fifth Circuit the
bankruptcy court's decision denying enforcement of the Mexican
reorganization plan because the plan would extinguish the
obligations of non-debtor guarantors.

Between February 2003 and February 2007, Vitro borrowed a total of
roughly $1.216 billion, predominately from United States
investors, evidenced by three series of unsecured notes.  Payment
in full of the Old Notes was guaranteed by substantially all of
Vitro's subsidiaries.  The guaranties provide that the obligations
of the Guarantors will not be released, discharged, or otherwise
affected by any settlement or release as a result of any
insolvency, reorganization, or bankruptcy proceeding affecting
Vitro.  The guaranties further provide that they are to be
governed and construed under New York law and include the
Guarantors' consent to litigate any disputes in New York state
courts.

In the latter half of 2008, Vitro's fortunes took a turn for the
worse when the global financial crisis significantly reduced
demand for its products. Vitro's operating income declined by
36.8% from 2007 to 2008, and an additional 22.3% from 2008 to
2009. In February of 2009, Vitro announced its intention to
restructure its debt and stopped making scheduled interest
payments on the Old Notes.

After Vitro stopped making payments on the Old Notes, it entered
into a series of transactions restructuring its debt obligations.
On Dec. 15, 2009, Vitro entered into a sale leaseback transaction
with Fintech Investments Ltd., one of its largest third-party
creditors, holding roughly $600 million in claims (including $400
million in Old Notes).  Under the terms of this agreement, Fintech
paid $75 million in exchange for the creation, in its favor, of a
Mexican trust composed of real estate contributed by Vitro's
subsidiaries.  This real estate was then leased to one of Vitro's
subsidiaries to continue normal operations. The agreement also
gave Fintech the right to acquire 24% of Vitro's outstanding
capital or shares of a sub-holding company owned by Vitro in
exchange for transferring Fintech's interest in the trust back to
Vitro or its subsidiaries.

Partly as a result of these transactions, Vitro generated a large
quantity of intercompany debt. Previously, certain of Vitro's
operating subsidiaries directly and indirectly owed Vitro an
aggregate of approximately $1.2 billion in intercompany debt. As a
result of a series of financial transactions in December 2009,
that debt was wiped out and, in a reversal of roles, Vitro's
subsidiaries became creditors to which Vitro owed an aggregate of
approximately $1.5 billion in intercompany debt. Despite requests
by holders of Old Notes, Vitro did not disclose these
transactions.

In August of 2010, Fintech purchased claims by five banks holding
claims against Vitro and its subsidiaries and extended the
maturity of various promissory notes issued by Vitro's
subsidiaries.  Pursuant to a "Lock-up Agreement" completed between
Fintech and Vitro, Fintech also agreed not to transfer any debt it
held in Vitro unless such transfer was in line with the terms of
that agreement.

In October 2010, roughly 300 days after completing the
transactions with its subsidiaries, did Vitro disclose the
existence of the subsidiary creditors.  This took the transactions
outside Mexico's 270-day "suspicion period," during which such
transactions would be subject to additional scrutiny before a
business enters bankruptcy.

Between August 2009 and July 2010, Vitro engaged in negotiations
with its creditors and submitted three proposals for
reorganization. Each was rejected by creditors.  After the last
proposal, the Ad Hoc Group of Vitro Noteholders, a group of
creditors holding roughly 60% of the Old Notes, issued a press
release "strongly recommend[ing]" that all holders of the Old
Notes deny consent to any reorganization plan that the Noteholders
had not approved.  On Nov. 1, 2010, Vitro disclosed its intention
to commence a voluntary reorganization proceeding in Mexico,
together with a pre-packaged plan of reorganization.  On Dec. 13,
2010, Vitro initiated in a Mexican court a concurso proceeding
under the Mexican Business Reorganization Act, or Ley de Concursos
Mercantiles.

The Mexican court initially rejected Vitro's filing on Jan. 7,
2011, because Vitro could not reach the 40% creditor approval
threshold necessary to file a concurso petition without relying on
intercompany claims held by its subsidiaries.  On April 8, 2011,
that decision was overruled on appeal and Vitro was then declared
to be in bankruptcy, or concurso mercantil.  Pursuant to Mexican
law, Javier Luis Navarro Velasco was appointed as conciliador.  He
was tasked with filing an initial list of recognized claims and
mediating the creation of a reorganization plan.

On Aug. 5, 2011, the conciliador filed a proposed final list of
recognized creditors, which included those subsidiaries holding
intercompany debt.  The conciliador then negotiated terms of a
reorganization plan between Vitro and the recognized creditors to
submit to the Mexican court for approval. Throughout this process,
the parties were apparently in frequent contact with the Mexican
court on an ex parte basis.

On Dec. 5, 2011, the conciliador submitted to the Mexican court a
proposed restructuring plan substantially identical to the one
Vitro had originally proposed.  Under the terms of the Plan, the
Old Notes would be extinguished and the obligations owed by the
Guarantors would be discharged.

The Plan further provides that Vitro would issue new notes payable
in 2019, with a total principal amount of $814,650,000.  The New
2019 Notes would be issued to Vitro's third-party creditors (not
including those subsidiaries holding intercompany debt, who would
forgo their pro rata share of the Plan's consideration and instead
receive other promissory notes).  The New 2019 Notes would bear a
fixed annual interest rate of 8.0%, but would "not have . . .
payments of principal during the first 4 (years) years [sic]. . .
and from the fifth year of operation and until the seventh year
. . . will have repayments or payments of [a] total principal
amount of $23,960,000.00 USD . . . payable semiannually on June 30
and December 31 of each year and the remaining balance upon due
date."  The New 2019 Notes would also "be unconditionally and
supportively guaranteed for each of the Guarantors."

Payment under the New 2019 Notes would go into a third-party
payment trust, which would deliver payment to those creditors who
had consented to the Plan.  A second trust would be created to pay
non-consenting creditors upon their written agreement to the terms
of the Plan. In addition to the New 2019 Notes, Vitro would also
provide to the holders of the Old Notes $95,840,000 aggregate
principal amount of new mandatory convertible debt obligations
("MCDs") due in 2015 with an interest rate of 12%, convertible
into 20% equity in Vitro if not paid at full maturity. Finally,
the Plan also provided cash consideration of approximately $50 per
$1000 of principal of Old Notes.

Under Mexican law, approval of a reorganization plan requires
votes by creditors holding at least 50% in aggregate principal
amount of unsecured debt.

As distinguished from United States law, Mexico does not divide
unsecured creditors into interest-aligned classes, but instead
counts the votes of all unsecured creditors, including insiders,
as a single class.  As a result, although creditors holding 74.67%
in aggregate principal amount of recognized claims voted in favor
of the plan, over 50% of all voting claims were held by Vitro's
subsidiaries in the form of intercompany debt. The 50% approval
threshold could not have been met without the subsidiaries' votes.
After the initial approval, the LCM provides a period during which
objecting creditors can veto the plan. A veto requires agreement
by recognized creditors holding a minimum of 50% in aggregate
principal amount of debt or by recognized creditors numbering at
least 50% of all unsecured creditors.

As only 26 of the 886 recognized creditors sought to veto the
Concurso plan, and as those creditors held less than 50% of the
aggregate recognized debt, the veto failed.

The Mexican court approved the Concurso plan on Feb. 3, 2012. On
Feb. 23, 2012, the Plan went into effect, and Vitro issued New
2019 Notes and MCDs and paid restructuring cash into two third-
party payment trusts, one for consenting creditors and the other
for non-consenting creditors.  The Concurso plan approval order
has been appealed, and such appeal has been accepted by, and is
currently pending in, the Mexican judicial appellate system; no
stay of effectiveness of the Concurso plan was entered.

While objecting to the concurso proceeding in Mexico, creditors
dissatisfied with Vitro's reorganization efforts attempted to
collect on the Old Notes and guaranties in a variety of ways.  By
April 2010, Vitro had received acceleration notices for all the
Old Notes.

On Nov. 17, 2010, involuntary Chapter 11 petitions were filed
against fifteen Guarantors domiciled in the United States.
Various holders of Old Notes also commenced two substantially
identical lawsuits in New York state court against Vitro and 49
Guarantors, resulting in orders of attachment with respect to any
property located in New York.

Parallel to the concurso proceeding, in August 2011, Wilmington
Trust, National Association, the indenture trustee for the Old
Notes due in 2012 and 2017, filed suit in New York state court
against various of the Guarantors, seeking a declaratory judgment
confirming the Guarantors' obligations under the related
indentures.  The state court granted partial summary judgment in
Wilmington's favor on Dec. 5, 2011.

The court held that New York law applied to the dispute and that
under the unambiguous terms of the relevant Old Notes, "any non-
consensual release, discharge or modification of the obligations
of the Guarantors . . . is prohibited."  The court went on to
find, however, that "whether such prohibitive provisions may be
modified or eliminated by applicable Mexican laws is not at issue
here."  A separate suit brought by U.S. Bank National Association,
the indenture trustee for the Old Notes due in 2013, achieved the
same outcome.

On Oct. 29, 2010, Vitro's Board of Directors appointed Alejandro
Sanchez-Mujica to act as Vitro's foreign representative.  On April
14, 2011, Sanchez-Mujica commenced a Chapter 15 proceeding in
United States bankruptcy court by filing a petition for
recognition of the Mexican concurso proceeding. The petition was
originally filed in the U.S. Bankruptcy Court for the Southern
District of New York, but, on May 13, 2011, by motion of objecting
creditors, venue was transferred to the U.S. Bankruptcy Court for
the Northern District of Texas.  Because Sanchez-Mujica could not
leave Mexico -- a result of certain travel restrictions imposed by
the Mexican court because of his role in Vitro's restructuring --
Vitro filed a supplemental petition to recognize Javier
Arechavaleta-Santos, another appointee of Vitro's Board of
Directors, as "co-foreign representative."

The bankruptcy court, over objections, held that the Mexican
reorganization proceeding was a "foreign main proceeding" and
approved the petition confirming Sanchez-Mujica and Arechavaleta-
Santos as foreign representatives pursuant to 11 U.S.C. Sections
1515 and 1517.9  The U.S. District Court for the Northern District
of Texas affirmed the bankruptcy court's order.

On March 2, 2012, Vitro's foreign representatives filed a motion
(I) to enforce the Mexican Plan of Reorganization, and (II) for
permanent injunction.  The Noteholders, Wilmington, and U.S. Bank
objected, and the matter proceeded to trial on June 4, 2012.
Following a four-day trial, the bankruptcy court denied the
Enforcement Motion.  As part of that ruling, the court also denied
Vitro's motion to enjoin the Objecting Creditors from initiating
litigation against the Guarantors.  To permit Vitro time to
appeal, the bankruptcy court did, however, extend a previously
issued temporary restraining order.

The cases before the Appeals Court are: AD HOC GROUP OF VITRO
NOTEHOLDERS, Appellant, v. VITRO SAB DE CV, Appellee; VITRO SAB DE
CV, Appellant, v. AD HOC GROUP OF VITRO NOTEHOLDERS; WILMINGTON
TRUST, NATIONAL ASSOCIATION, solely in its capacity as indenture
trustee; U.S. BANK NATIONAL ASSOCIATION, Appellees; FINTECH
INVESTMENTS, LIMITED, Appellant, v. AD HOC GROUP OF VITRO
NOTEHOLDERS; WILMINGTON TRUST, NATIONAL ASSOCIATION, solely in its
capacity as indenture trustee; U.S. BANK NATIONAL ASSOCIATION,
Appellees; No. 12-10542, Consolidated with Nos. 12-10689, 12-10750
(5th Cir.).  A copy of the Fifth Circuit's Dec. 14, 2012 decision
is available at http://is.gd/Ns8TRlfrom Leagle.com.


VITRO SAB: Seeks Reconsideration of Ruling Denying Mexican Plan
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Vitro SAB is asking all judges on the federal appeals
court in New Orleans to reconsider a November decision by a three-
judge panel precluding the Mexican glassmaker from enforcing a
bankruptcy plan in the U.S.  A court in Mexico approved the plan
early this year.

The November ruling "departs from established legal precedent" and
"calls into question the efficacy of Chapter 15 as a means for
foreign companies to globally restructure," Roberto Riva Palacio,
a Vitro spokesman, said in an e-mailed statement, according to the
report.

In papers filed Dec. 12 with the Fifth U.S. Circuit Court of
Appeals in New Orleans, Vitro, the report relates, contends that
the November opinion "would effectively preclude enforcement in
the U.S. of the majority of successful Mexican reorganizations."

Vitro, the report discloses, said the "novel" ruling "will place
an extraordinary burden" on foreign companies undergoing
reorganization primarily broad.  "Our arguments warrant review by
all judges on the Fifth Circuit" because the November opinion
"deals a blow to the mutual respect typically displayed between
U.S. and Mexican courts," Mr. Palacio said.

The defeat in the appeals court wasn't Vitro's only recent loss.
On Dec. 4, the bankruptcy court in Dallas ruled that 10 Vitro
subsidiaries should be in bankruptcy involuntarily because they
guaranteed $1.2 billion in defaulted bonds.  Elliott Management
Corp. and other holders of 60% of the bonds successfully opposed
recognition of Vitro's Mexican reorganization in the bankruptcy
and appeals courts.

The report recounts that in putting subsidiaries into involuntary
bankruptcy, Bankruptcy Judge Harlin "Cooter" Hale said he was
persuaded partly because Vitro failed to make several disclosures
that were "particularly disturbing because of previous
questionable acts."  Judge Hale said a Vitro subsidiary
transferred $100 million out of the U.S. when "there was not a
single shred of documentary evidence" to show a "bona fide tax
purpose."  He also noted that Vitro reincorporated several
subsidiaries in the Bahamas without even telling their own
lawyers.  The actions "were taken, apparently, to prevent
creditors with guarantees claims from taking steps to collect on
their judgments," Judge Hale said.  Judge Hale's decision
contained "numerous inaccurate assertions," Vitro General Counsel
Alejandro Sanchez Mujica said in an e-mailed statement.

The appeals court's 60-page opinion in November was written by
Circuit Judge Carolyn King, who was a bankruptcy expert before
appointment to the circuit court.  She nixed the Mexican plan
partly because Vitro "has not shown that there exist truly unusual
circumstances necessitating the release" preventing bondholders
from suing subsidiaries who weren't then in bankruptcy.

Defeated in courts in Mexico, the bondholders won a victory in the
Vitro parent's Chapter 15 case in Dallas when Hale ruled in June
that the Mexican reorganization couldn't be enforced in the U.S.

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. Court
of Appeals for the Fifth Circuit (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 of 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. Court of Appeals for the Fifth Circuit (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 of
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 Partners L.P.
serves as financial advisor to the Committee.

The U.S. Vitro companies sold their assets to American Glass
Enterprises LLC, an affiliate of Sun Capital Partners Inc., for
US$55 million.

U.S. subsidiaries of Vitro SAB are having their cases converted
to liquidations in Chapter 7, court records in January 2012 show.
In December, the U.S. Trustee in Dallas filed a motion to convert
the subsidiaries' cases to liquidations in Chapter 7.  The
Justice Department's bankruptcy watchdog said US$5.1 million in
bills were run up in bankruptcy and hadn't been paid.

On June 13, 2012, U.S. Bankruptcy Judge Harlin "Cooter" Hale in
Dallas entered a ruling that precluded Vitro from enforcing
its Mexican reorganization plan in the U.S.  Vitro's appeal is
pending.

In November, the U.S. Court of Appeals Judge Carolyn King ruled
that Vitro SAB won't be permitted to enforce its bankruptcy
reorganization plan in the U.S.  She said that Vitro "has not
shown that there exist truly unusual circumstances necessitating
the release" preventing bondholders from suing subsidiaries.



=====================
P U E R T O   R I C O
=====================


EXOTIQUE SALON: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Exotique Salon Essentials, Inc.
        Ave. Condado #700
        San Juan, PR 00907

Bankruptcy Case No.: 12-09801

Chapter 11 Petition Date: December 13, 2012

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Alexis Fuentes Hernandez, Esq.
                  FUENTES LAW OFFICES
                  P.O. BOX 9022726
                  San Juan, PR 00902-2726
                  Tel: (787) 722-5216
                  Fax: (787) 722-5206
                  E-mail: alex@fuentes-law.com

Scheduled Assets: $982,263

Scheduled Liabilities: $1,363,649

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/prb12-09801.pdf

The petition was signed by Jose Santiago Roberts, president.


                            ***********


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
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Information contained herein is obtained from sources believed to
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of the same firm for the term of the initial subscription or
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