TCRLA_Public/130104.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, January 4, 2013, Vol. 14, No. 3


                            Headlines



A N T I G U A  &  B A R B U D A

LIAT: Chairman Calls for CARICOM Meeting


B E R M U D A

AIG ASIAN: Members Receive Wind-Up Report
ANGLO COAL: Placed Under Voluntary Wind-Up
ANGLO COAL: Member to Receive Wind-Up Report on Jan. 4
ARGOS OCEANIC: Member Receives Wind-Up Report
FIFTEENTH INVESTMENT: Members Receive Wind-Up Report

HSG REINSURANCE: Member Receives Wind-Up Report
KCFH LTD: Member Receives Wind-Up Report
PENTELIA RE II: Member Receives Wind-Up Report


B R A Z I L

AUTOMOTORES GILDEMEISTER: Moody's Rates Sr. Unsecured Notes 'Ba2'


C A Y M A N  I S L A N D S

BOULDER FUNDING: Shareholders Receive Wind-Up Report
BTG PACTUAL: Placed Under Voluntary Wind-Up
CAPITAL S FUND: Placed Under Voluntary Wind-Up
CAUCA VALLEY: Shareholders Receive Wind-Up Report
CBRE ASIA PACIFIC: Members Receive Wind-Up Report

FIVE OCEANS: Shareholder Receives Wind-Up Report
GRYPHON FIDELITY: Shareholders Receive Wind-Up Report
GULF TURK: Shareholders Receive Wind-Up Report
HIGHBRIDGE ASIA: Shareholder Receives Wind-Up Report
JADE II: Members Receive Wind-Up Report

MAXQ FIXED: Commences Liquidation Proceedings
MAXQ FIXED MASTER: Commences Liquidation Proceedings
MOBILE NET: Placed Under Voluntary Wind-Up
NEWBURY PLACE: Shareholders Receive Wind-Up Report
PARDUS DPH: Commences Liquidation Proceedings

RP FINANCE: Commences Liquidation Proceedings
SR ROCKVIEW: Commences Liquidation Proceedings
VORAS GLOBAL: Commences Liquidation Proceedings
VORAS MANAGEMENT: Commences Liquidation Proceedings
ZGG CAYMAN: Commences Liquidation Proceedings


J A M A I C A

* JAMAICA: JMA Forecasts a Difficult Sector in 2013


M E X I C O

AXTEL SAB: Fitch Cuts Ratings to 'C' on Exchange Offering
HIPOTECARIA SU CASITA: S&P Cuts Scale Rating on B Notes to 'D'


                            - - - - -



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


LIAT: Chairman Calls for CARICOM Meeting
----------------------------------------
RJR News reports that Jean Holder, chairman of the cash-strapped
regional airline Leeward Islands Air Transport (LIAT), is calling
for a meeting of CARICOM leaders early this year to deal with
transportation problems in the region.

In a paper to the meeting of major shareholders of the Antigua-
based airline over the weekend, Mr. Holder said the summit should
be convened to discuss regional air transportation and its
critical role in supporting the Caribbean Single Market and
Economy (CSME), according to RJR News.

The CSME allows for the free movement of goods, services, skills
and people across the 15-member CARICOM grouping.

The report notes that Mr. Holder, a former Secretary General of
the Caribbean Tourism Organization, said the focus of the meeting
must not be about blaming airlines which have given service to the
region.

The report discloses that Mr. Holder said the agenda must instead
be wide enough to include a number of aviation issues which are
related to the proper functioning of regional air transportation.

Mr. Holder said the concept of a Single Market and Economy takes
for granted the existence of an efficiently run and reasonably
priced transportation service that meets the passenger and cargo
needs of all Caricom partners, the report adds.

As reported in the Troubled Company Reporter-Latin America on
Jan. 3, 2012, Antigua Caribarena related that former Antigua
Aviation Minister Robin Yearwood wants to see a merger between
Leeward Islands Air Transport (LIAT) and the Trinidad and Tobago-
owned Caribbean Airlines Limited, as he believes this is the only
way the Antigua-based regional carrier can survive.  Mr.
Yearwood's call came against the background of media reports out
of Port of Spain that suggested CAL's management may be eyeing
expansion into the OECS territories, according to Antigua
Caribarena.

                            About LIAT

Headquartered in V. C. Bird International Airport in Saint George
Parish, Antigua, Leeward Islands Air Transport, known as LIAT,
operates high-frequency interisland scheduled services serving 22
destinations in the Caribbean.  The airline's main base is VC
Bird International Airport, Antigua and Barbuda, with bases at
Grantley Adams International Airport, Barbados and Piarco
International Airport, Trinidad and Tobago.



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B E R M U D A
=============


AIG ASIAN: Members Receive Wind-Up Report
------------------------------------------
The members of AIG Asian Infrastructure Management II Ltd.
received on Dec. 19, 2012, the liquidator's report on the
company's wind-up proceedings and property disposal.

The company commenced wind-up proceedings on Nov. 14, 2012.

The company's liquidator is:

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


ANGLO COAL: Placed Under Voluntary Wind-Up
------------------------------------------
On Nov. 15, 2012, the member of Anglo Coal (Bermuda) Limited
resolved to voluntarily wind up the company's operations.

Only creditors who were able to file their proofs of debt by
Nov. 30, 2012, will be included in the company's dividend
distribution.

The company's liquidator is:

         Alexander Francis Pace-Bonello
         Anglo American Luxembourg S.a.r.l.
         48 rue de Bragance, L-1255
         Luxembourg


ANGLO COAL: Member to Receive Wind-Up Report on Jan. 4
------------------------------------------------------
The member of Anglo Coal (Bermuda) Limited will receive on Jan. 4,
2013, at 9:30 a.m., the liquidator's report on the company's wind-
up proceedings and property disposal.

The company's liquidator is:

         Alexander Francis Pace-Bonello
         Anglo American Luxembourg S.a.r.l.
         48 rue de Bragance, L-1255
         Luxembourg


ARGOS OCEANIC: Member Receives Wind-Up Report
---------------------------------------------
The member of Argos Oceanic Limited received on Dec. 21, 2012, the
liquidator's report on the company's wind-up proceedings and
property disposal.

The company commenced wind-up proceedings on Nov. 15, 2012.

The company's liquidator is:

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


FIFTEENTH INVESTMENT: Members Receive Wind-Up Report
----------------------------------------------------
The members of Fifteenth Investment ABL Limited received on
Dec. 19, 2012, the liquidator's report on the company's wind-up
proceedings and property disposal.

The company commenced wind-up proceedings on Nov. 15, 2012.

The company's liquidator is:

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


HSG REINSURANCE: Member Receives Wind-Up Report
-----------------------------------------------
The member of HSG Reinsurance, Ltd. received on Dec. 19, 2012, the
liquidator's report on the company's wind-up proceedings and
property disposal.

The company commenced wind-up proceedings on Nov. 13, 2012.

The company's liquidator is:

         Orlando A. Smith
         Milligan-Whyte & Smith
         Mintflower Place, Ground Floor
         8 Par-la-Ville Road
         Hamilton HM 08
         Bermuda


KCFH LTD: Member Receives Wind-Up Report
----------------------------------------
The member of KCFH, Ltd. received on Dec. 19, 2012, the
liquidator's report on the company's wind-up proceedings and
property disposal.

The company commenced wind-up proceedings on Nov. 6, 2012.

The company's liquidator is:

         Kehinde A. L. George
         Crawford House, 50 Cedar Avenue
         Hamilton HM 11
         Bermuda


PENTELIA RE II: Member Receives Wind-Up Report
----------------------------------------------
The member of Pentelia Re II Ltd. received on Dec. 19, 2012, the
liquidator's report on the company's wind-up proceedings and
property disposal.

The company commenced wind-up proceedings on Nov. 8, 2012.

The company's liquidator is:

         Kehinde A. L. George
         Crawford House, 50 Cedar Avenue
         Hamilton HM 11
         Bermuda



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


AUTOMOTORES GILDEMEISTER: Moody's Rates Sr. Unsecured Notes 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 rating to
Gildemeister's proposed up to US$300 million 10-year senior
unsecured notes issued by Automotores Gildemeister S.A.  At the
same time, Moody's affirmed Gildemeister's Ba2 corporate family
and the Ba2 rating of its US$400 million senior unsecured notes
due 2021. The outlook is stable.

Rating assigned:

Issuer: Automotores Gildemeister S.A.

- Up to USD300 million 10-year senior unsecured bonds: Ba2
   (foreign currency)

Ratings affirmed:

Issuer: Automotores Gildemeister S.A.

- Corporate Family Rating: Ba2 (global scale)

- USD400 million senior unsecured bonds due 2021: Ba2 (foreign
   currency)

Ratings Rationale

Moody's has reviewed preliminary legal documentation for the
proposed bonds and the assigned rating assumes that there will be
no material variation from the drafts reviewed and that all
agreements will be legally valid, binding and enforceable.

"Gildemeister's Ba2 rating reflects Moody's expectation that the
company will continue to benefit from the attractive medium-term
fundamentals of the Chilean and Peruvian automotive retail sector
and will maintain its position as one of the leading automotive
distributors and retailers in its markets driven partially by the
strong consumer reception to Hyundai's current product offerings,"
said Moody's Vice President Senior Credit Officer, Soummo
Mukherjee. "The rating also incorporates the benefit of
Gildemeister's hybrid business model as both a distributor and
retailer of car brands which has resulted in above average
operating margins when compared to the traditional U.S. based auto
retailers and its ability to manage working capital as a source of
funding during periods of economic and financial stress as
evidenced in 2009," added Mr. Mukherjee.

On the other hand, Gildemeister's rating is constrained by its
high dependence on the Hyundai brand, the cyclical nature of the
automotive industry and light vehicle sales, which are easily
affected by changes in consumer preferences and product mix.
Additional negative rating aspects include the company's higher
capital expenditures program which is expected to result in
negative free cash flow over the near-to-medium term and weaker
corporate governance standards, which partially reflects its
private ownership structure.

The senior unsecured notes which are issued by Automotores
Gildemeister S.A., the company's principal operating subsidiary in
Chile, do not benefit from upstream guarantees from any of its
domestic or foreign subsidiaries.

The proposed issuance although negative from the standpoint that
gross leverage will increase, is credit positive from a liquidity
standpoint, since it will improve Gildemeister's debt maturity
profile and allow the company to continue to execute its network
expansion in Chile and Peru. In addition, it will also help
Gildemeister to start developing its franchise dealership in
Brazil after the acquisition of a 70% ownership in Bramont, a
company which holds the franchise to assemble and distribute the
Mahindra brand vehicles in Brazil. With a cash position of Chilean
Pesos 20.9 billion (approximately US$44 million equivalent) and
short-term debt of Chilean Pesos 38.2 billion (approximately US$81
million equivalent) at the end of the 3Q12 and Moody's expectation
that free cash flow will remain negative, liquidity as it
currently stands is likely to remain tight. After the proposed
bond issuance, Moody's expects the company to pre-pay around US$70
million of short-term plus US$45 million of long-term debt and
maintain a cash position of at least US$50 million, improving the
short-term debt coverage, which at the end of the 3Q12 was weak,
at only 55%.

The stable outlook reflects Moody's expectation that Gildemeister
will continue to benefit from the attractive medium-term
fundamentals of the Chilean and Peruvian automotive retail sector,
maintain reasonably stable EBITDA margin of around 9-10% and keep
adequate leverage vis-a-vis its growth plans that include a larger
capex program than before. The stable outlook also considers that
Gildemeister will prudently manage dividends and intercompany
loans in support of a comfortable liquidity position and that
there will be no material changes in its long-standing
relationship with Hyundai.

Although unlikely in the near to-medium-term, due to the current
higher leverage and ambitious growth plans, the ratings or outlook
could experience upward pressure, if Gildemeister's adjusted debt
to EBITDA were to remain sustainably below 3.5x, if free cash flow
were to be maintained at positive levels and if the company is
successful in achieving greater brand diversification. An upgrade
would also require Gildemeister to further improve its corporate
governance standards in areas such as an implementation of an
independent fiscal committee and written public financial
policies.

Gildemeister's ratings or outlook could come under downward
pressure if adjusted debt to EBITDA rises above 4.5x and/or
adjusted EBIT to interest falls below 3.0x, both on a sustainable
basis. The ratings or outlook could also be downgraded in case its
agreement with Hyundai were to be unfavorably altered or if
liquidity were to deteriorate significantly.

Structurally, a substantial increase in secured debt could also
lead to a downgrade of the Ba2 ratings of the senior unsecured
bonds due to effective subordination.

The principal methodology used in this rating was Moody's Global
Automotive Retail Rating Methodology, published in December 2009.

Gildemeister S.A., headquartered in Santiago, Chile, is one of the
largest importers and distributors in Chile and Peru operating a
network of company-owned and franchised vehicle dealerships. Its
principal car brand is Hyundai for which it is the sole importer
in both of its markets. During the last twelve months ended
September 30, 2012, Gildemeister reported consolidated net
revenues of Chilean Pesos 714 billion (approximately US$1.44
billion converted by the average exchange rate).



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


BOULDER FUNDING: Shareholders Receive Wind-Up Report
----------------------------------------------------
The shareholders of Boulder Funding Limited received, on Dec. 14,
2012, the liquidator's report on the company's wind-up proceedings
and property disposal.

The company's liquidator is:

         Westport Services Ltd.
         c/o Bonnie Willkom
         Telephone: (345) 949 5122
         Facsimile: (345) 949 7920
         P.O. Box 1111 Grand Cayman KY1-1102
         Cayman Islands


BTG PACTUAL: Placed Under Voluntary Wind-Up
-------------------------------------------
On Oct. 24, 2012, the sole shareholder of BTG Pactual Special
Purpose Fund, Ltd. resolved to voluntarily wind up the company's
operations.

Only creditors who were able to file their proofs of debt by
Nov. 30, 2012, will be included in the company's dividend
distribution.

The company's liquidator is:

         Ogier
         c/o Ben Gillooly
         Telephone: (345) 815-1764
         Facsimile: (345) 949-9877
         89 Nexus Way, Camana Bay
         Grand Cayman KY1-9007
         Cayman Islands


CAPITAL S FUND: Placed Under Voluntary Wind-Up
----------------------------------------------
On Oct. 18, 2012, the shareholders of Capital S Fund resolved to
voluntarily wind up the company's operations.

Only creditors who were able to file their proofs of debt by
Dec. 7, 2012, will be included in the company's dividend
distribution.

The company's liquidator is:

         Fides Limited
         P.O. Box 10338 Grand Cayman KY1-1003
         Cayman Islands
         Telephone: 345-949-7232


CAUCA VALLEY: Shareholders Receive Wind-Up Report
-------------------------------------------------
The shareholders of Cauca Valley Holdings, Ltd. received, on
Nov. 29, 2012, the liquidator's report on the company's wind-up
proceedings and property disposal.

The company's liquidator is:

         Hugh Dickson
         Grant Thornton Specialist Services (Cayman) Ltd
         48 Market Street
         Canella Court, 2nd Floor, Unit 4290
         Camana Bay Grand Cayman
         Cayman Islands


CBRE ASIA PACIFIC: Members Receive Wind-Up Report
-------------------------------------------------
The members of CBRE Asia Pacific Property Growth Fund received, on
Nov. 27, 2012, the liquidator's report on the company's wind-up
proceedings and property disposal.

The company's liquidator is:

         Richard Finlay
         c/o Noel Webb
         Telephone: (345) 814 7394
         Facsimile: (345) 945 3902
         P.O. Box 2681 Grand Cayman KY1-1111
         Cayman Islands


FIVE OCEANS: Shareholder Receives Wind-Up Report
------------------------------------------------
The shareholder of Five Oceans (Global) Fund received, on Dec. 7,
2012, the liquidator's report on the company's wind-up proceedings
and property disposal.

The company's liquidator is:

         Intertrust Corporate Services (Cayman) Limited
         87 Mary Street George Town
         Grand Cayman KY1-9002
         Cayman Islands
         c/o Jennifer Chailler
         Telephone: (345) 814 6847


GRYPHON FIDELITY: Shareholders Receive Wind-Up Report
-----------------------------------------------------
The shareholders of Gryphon Fidelity Insurance Company (SPC)
Limited received, on Nov. 26, 2012, the liquidator's report on the
company's wind-up proceedings and property disposal.

The company's liquidator is:

         Nicholas Leighton
         c/o Atlas Insurance Management (Cayman) Limited
         198 North Church Street
         Grand Cayman
         Cayman Islands


GULF TURK: Shareholders Receive Wind-Up Report
----------------------------------------------
On Dec. 14, 2012, the shareholders of Gulf Turk Fashion received
the liquidator's report on the company's wind-up proceedings and
property disposal.

The company's liquidator is:

         James Tanner
         c/o Bonnie Willkom
         Telephone: (345) 949 5122
         Facsimile: (345) 949 7920
         P.O. Box 1111 Grand Cayman KY1-1102
         Cayman Islands


HIGHBRIDGE ASIA: Shareholder Receives Wind-Up Report
----------------------------------------------------
On Dec. 7, 2012, the shareholder of Highbridge Asia Opportunities
Fund, Ltd. received the liquidator's report on the company's wind-
up proceedings and property disposal.

The company's liquidator is:

         Intertrust Corporate Services (Cayman) Limited
         Walker House, 87 Mary Street, George Town
         Grand Cayman KY1-9002
         Cayman Islands
         c/o Jennifer Chailler
         Telephone: (345) 814 6847


JADE II: Members Receive Wind-Up Report
---------------------------------------
The members of Jade II, Inc. received, on Nov. 30, 2012, the
liquidator's report on the company's wind-up proceedings and
property disposal.

The company's liquidator is:

         CDL Company Ltd.
         P.O. Box 31106 Grand Cayman KY1-1205
         Cayman Islands


MAXQ FIXED: Commences Liquidation Proceedings
---------------------------------------------
On Oct. 22, 2012, the sole shareholder of MAXQ Fixed Income Fund
Limited 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:

         Russell Smith
         c/o Derek Larner
         Telephone: (345) 815 4555
         BDO CRI (Cayman) Ltd.
         Governors Square, Floor 2-Building 3
         23 Lime Tree Bay Ave
         PO Box 31229 Grand Cayman, KY1 1205
         Cayman Islands


MAXQ FIXED MASTER: Commences Liquidation Proceedings
----------------------------------------------------
On Oct. 22, 2012, the sole shareholder of MAXQ Fixed Income Master
Fund Limited 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:

         Russell Smith
         c/o Derek Larner
         Telephone: (345) 815 4555
         BDO CRI (Cayman) Ltd.
         Governors Square, Floor 2-Building 3
         23 Lime Tree Bay Ave
         PO Box 31229 Grand Cayman, KY1 1205
         Cayman Islands


MOBILE NET: Placed Under Voluntary Wind-Up
------------------------------------------
On Oct. 26, 2012, the sole member of Mobile Net Invest Limited
resolved to voluntarily wind up the company's operations.

Only creditors who were able to file their proofs of debt by
Dec. 7, 2012, will be included in the company's dividend
distribution.

The company's liquidator is:

         H&J Corporate Services (Cayman) Ltd.
         Telephone: (345) 949 7555
         Anderson Square, 5th Floor, Shedden Road
         PO Box 866 Grand Cayman KY1-1103
         Cayman Islands


NEWBURY PLACE: Shareholders Receive Wind-Up Report
--------------------------------------------------
On Dec. 7, 2012, the shareholders of Newbury Place Offshore, Inc
received the liquidator's report on the company's wind-up
proceedings and property disposal.

The company's liquidator is:

         Intertrust Corporate Services (Cayman) Limited
         87 Mary Street, George Town
         Grand Cayman, KY1-9002
         Cayman Islands
         c/o Jennifer Chailler
         Telephone: (345) 814 6847


PARDUS DPH: Commences Liquidation Proceedings
---------------------------------------------
On Oct. 26, 2012, the sole shareholder of Pardus DPH Holding Ltd.
resolved to voluntarily liquidate the company's business.

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:

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


RP FINANCE: Commences Liquidation Proceedings
---------------------------------------------
On Oct. 25, 2012, the shareholders of RP Finance III resolved to
voluntarily liquidate the company's business.

Only creditors who were able to file their proofs of debt by
Dec. 17, 2012, will be included in the company's dividend
distribution.

The company's liquidator is:

         David Dyer
         Deutsche Bank (Cayman) Limited
         PO Box 1984, Boundary Hall
         Cricket Square, 171 Elgin Avenue
         Grand Cayman KY1-1104
         Cayman Islands


SR ROCKVIEW: Commences Liquidation Proceedings
----------------------------------------------
On Oct. 24, 2012, the sole shareholder of SR Rockview Master MA
Ltd. resolved to voluntarily liquidate the company's business.

Only creditors who were able to file their proofs of debt by
Nov. 4, 2012, will be included in the company's dividend
distribution.

The company's liquidator is:

         Swiss Re Services Limited
         30 St Mary's Axe
         London


VORAS GLOBAL: Commences Liquidation Proceedings
-----------------------------------------------
On Oct. 24, 2012, the sole shareholder of Voras Global Liquid
Opportunities Fund Limited resolved to voluntarily liquidate the
company's business.

Only creditors who were able to file their proofs of debt by
Dec. 3, 2012, will be included in the company's dividend
distribution.

The company's liquidator is:

         Mr. Robin Lee Mcmahon
         c/o Robert Crockett
         Ernst & Young Ltd
         62 Forum Lane Camana Bay
         PO Box 510 Grand Cayman KY1-1106
         Cayman Islands
         Telephone: +1 345 814 8962


VORAS MANAGEMENT: Commences Liquidation Proceedings
---------------------------------------------------
On Oct. 24, 2012, the sole shareholder of Voras Management Ltd.
resolved to voluntarily liquidate the company's business.

Only creditors who were able to file their proofs of debt by
Dec. 3, 2012, will be included in the company's dividend
distribution.

The company's liquidator is:

         Mr. Robin Lee Mcmahon
         c/o Robert Crockett
         Ernst & Young Ltd
         62 Forum Lane Camana Bay
         PO Box 510 Grand Cayman KY1-1106
         Cayman Islands
         Telephone: +1 345 814 8962


ZGG CAYMAN: Commences Liquidation Proceedings
---------------------------------------------
On Sept. 28, 2012, the shareholders of ZGG Cayman Holding Limited
resolved to voluntarily liquidate the company's business.

Only creditors who were able to file their proofs of debt by
Dec. 17, 2012, will be included in the company's dividend
distribution.

The company's liquidators are:

         Edel Andersen
         Roger Priaulx
         Telephone: (345) 945 3466
         Facsimile: (345) 945 3470
         c/o Genesis Trust & Corporate Services Ltd.
         P.O. Box 448 Midtown Plaza, Elgin Avenue, George Town
         Grand Cayman KY1-1106
         Cayman Islands



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J A M A I C A
=============


* JAMAICA: JMA Forecasts a Difficult Sector in 2013
---------------------------------------------------
RJR News reports that the Jamaica Manufacturers' Association (JMA)
is forecasting that 2013 will be another difficult year for the
sector.

Jamaica Manufacturers' Association (JMA) said the negative outlook
has been reinforced by the Minister of Finance's latest update on
negotiations with the International Monetary Fund IMF, according
to RJR News.

JMA president, Brian Pengelley, said it has implications for
various sectors in the economy: "When we look at what the Minister
(Phillips) said in his statement . . . . there isn't any room in
our opinion for additional taxes.  I do not think the economy can
take any more taxation at this time, so the burden is now clearly
shifting to cutting cost, cutting waste, and really, really tight
fiscal management. Obviously that is going to play out into a
tough 2013 . . . . there isn't any easy road ahead for the
manufacturing sector, or any sector in particular in 2013."



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


AXTEL SAB: Fitch Cuts Ratings to 'C' on Exchange Offering
---------------------------------------------------------
Fitch Ratings has downgraded Axtel, S.A.B. de C.V.'s ratings
following the announcement of an exchange offering for the 2017
(not rated by Fitch) and 2019 senior notes as follows:

-- Local currency Issuer Default Rating (IDR) to 'C' from 'B-';
-- Foreign currency IDR to 'C' from 'B-';
-- US$490 million Senior Notes due 2019 to 'C/RR4' from 'B-/RR4';
-- Long-term National Scale rating to 'C(mex)' from 'BB-(mex)'.

Fitch has also removed all of the above ratings from Rating Watch
Negative.

The ratings downgrade follows Axtel's proposed exchange offering.
According to Fitch's methodology, the proposed offering imposes a
material reduction in terms vis-a-vis the original terms of the
2017 and 2019 notes, resulting in a distress debt exchange. The
completion of the exchange will result in the IDRs being
downgraded to Restricted Default 'RD'. Shortly after the
distressed debt exchange is completed, the IDRs will be re-rated
and raised to a performing level, which usually is still in the
low speculative grade.

The offering proposes to voluntarily exchange US$765 million in
senior notes due 2017 and 2019 for new US$356.5 million 7% senior
secured notes due 2020, US$26.3 million in new 7% convertible
senior notes due 2020 for 10% of Axtel's equity and a US$114.8
million cash payment if early tendered before Jan. 11, 2013. The
offering is contingent to the consent of more than 50% of the
holders of each note. If successful, the exchange offering will
result in a recovery of approximately 55%-65% of the principal
depending on holders' election to early tender. In addition
holders of the notes that do not participate in the exchange will
be subordinated to the new notes and certain covenants will be
removed. The ratings reflect pressure on liquidity to service debt
if the exchange is unsuccessful.

The successful exchange of the bonds and the proceeds from the
sale of towers will improve Axtel leverage. In conjunction with
the exchange of the bonds, Axtel will sell and leaseback 890 tower
for US$250 million, which will result annual lease payments of
approximately US$20 million. Proceeds from the sale will be used
to fund the cash payment and fees of the proposed exchange
offering, pay the secured bank facility, and the remaining cash
will be kept on the balance sheet.


HIPOTECARIA SU CASITA: S&P Cuts Scale Rating on B Notes to 'D'
--------------------------------------------------------------
Standard & Poor's Rating Services lowered its long-term national
scale rating (CaVal) to 'D (sf)' from 'mxCC (sf)' on the
subordinated class B notes from Hipotecaria Su Casita-Residential
Mortgage Backed Notes due 2035, a cross-border RMBS transaction
issued by Hipotecaria Su Casita S.A. de C.V. SOFOM E.N.R. (Su
Casita) and serviced by Patrimonio, S.A. de C.V. S.F.O.L.
(Patrimonio).  At the same time, the global scale rating of 'B
(sf)' on the senior class A notes and the Standard & Poor's
underlying rating (SPUR) of 'CC (sf)' remain unchanged.

The downgrade of the subordinated class B notes to 'D (sf)'
reflects the missed interest payment on this class on its Dec. 27,
2012, payment date.  The class missed the interest payment because
interest collections from mortgage loans were not sufficient to
cover the payment in full.  The interest shortfall on class B was
of MXN1.009 million.

Global scale rating of 'B (sf)' for senior class A reflects the
full financial guarantee insurance policy provided by MBIA
Insurance Corp. (B/Negative/--), this policy has two components: a
swap guarantee and a note guarantee.  Under S&P'scriteria, the
issue rating on an insured bond reflects the higher of the rating
on the bond insurer or the SPUR on the security. S&P's SPUR rating
of 'CC (sf)' on class A with insurance reflect the stand-alone
capacity of an issue to pay debt service without giving effect to
the external enhancement, in this case, without the protection
given by the bond insurance provided by MBIA.

The notes were issued on April 2, 2007, in two tranches: class A
was issued for $232.53 million and pays monthly interest at one-
month LIBOR plus 0.23% and class B was issued for
MXN226.5 million, indexed to UDIs, and pays monthly interest at
6.47% over the UDI-indexed balance.  In December 2010, Su Casita
was replaced by Patrimonio as primary servicer for the
transaction.

           STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an asset-backed security as defined in
the Rule, to include a description of the representations,
warranties and enforcement mechanisms available to investors and a
description of how they differ from the representations,
warranties and enforcement mechanisms in issuances of similar
securities.  The Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at
http://standardandpoorsdisclosure-17g7.com

RATINGS LOWERED

Hipotecaria Su Casita-Residential Mortgage Backed Notes

           Class       Rating           Outs. amount
Class      type    To       From        (mil.)
B          Sub.   D (sf)    mxCC (sf)   MXN184.97

RATINGS UNCHANGED

Hipotecaria Su Casita-Residential Mortgage Backed Notes

         Class                   Outs. amount
Class    type       Rating       (mil.)
A        Senior     B (sf)       USD108.95
A        SPUR       CC (sf)      USD108.95


                            ***********


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., Washington, D.C.,
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 2013.  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$775 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 A. Chapman at 215-945-7000 or Nina Novak at
202-241-8200.


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