TCRLA_Public/130130.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, January 30, 2013, Vol. 14, No. 20


                            Headlines



A N T I G U A  &  B A R B U D A

STANFORD INT'L: U.S. Judge's Order Prompts Clawback Discussions


A R G E N T I N A

GPAT COMPANIA: Moody's Corrects January 22 Rating Release
* ARGENTINA: Faces Negative Outlook, Likely Downgrade, Fitch Says


B E R M U D A

ECONERGY BERMUDA: Creditors' Proofs of Debt Due Feb. 1
ECONERGY BERMUDA: Members' Final Meeting Set for Feb. 25
ECONERGY BOLIVIA: Creditors' Proofs of Debt Due Feb. 1
ECONERGY BOLIVIA: Members' Final Meeting Set for Feb. 22
ECONERGY BOLIVIA NO.2: Creditors' Proofs of Debt Due Feb. 1

ECONERGY BOLIVIA NO.2: Members' Final Meeting Set for Feb. 22
HOME RE 2005-2: Creditors' Proofs of Debt Due Feb. 1
HOME RE 2005-2: Member to Receive Wind-Up Report on Feb. 22
JACANA FUND: Creditors' Proofs of Debt Due Feb. 1
MAN MAC: Creditors' Proofs of Debt Due Feb. 1

MAN MAC: Member to Receive Wind-Up Report on Feb. 22
MAPELEY (2): Court Appoints Smith & Bowers as Liquidators
MAPELEY (3): Court Appoints Smith & Bowers as Liquidators
MAPELEY (4): Court Appoints Smith & Bowers as Liquidators
MAPELEY (5): Court Appoints Smith & Bowers as Liquidators

MAPELEY (6): Court Appoints Smith & Bowers as Liquidators
MAPELEY (7): Court Appoints Smith & Bowers as Liquidators
MAPELEY ACQUISITION: Court Appoints Smith & Bowers as Liquidators
MOONDANCE HOLDINGS: Creditors' Proofs of Debt Due Feb. 1
MOONDANCE HOLDINGS: Members' Final Meeting Set for Feb. 22


B R A Z I L

ESAL GMBH: Fitch Assigns 'BB-' Rating to Proposed Sr. Notes Offer
ESAL GMBH: S&P Assigns 'BB' Rating on 10-Yr. Sr. Unsecured Notes


C A Y M A N  I S L A N D S

ARISTARC ABSOLUTE: Shareholders Receive Wind-Up Report
ARISTARC ABSOLUTE MASTER: Shareholders Receive Wind-Up Report
BABSON CLO: Shareholders Receive Wind-Up Report
BARCLAYS WEALTH: Shareholders Receive Wind-Up Report
CC ASIA: Shareholders Receive Wind-Up Report

CRIMSON: Shareholders Receive Wind-Up Report
DESTINATION EME: Shareholders Receive Wind-Up Report
FMIM LONG: Members Receive Wind-Up Report
GCPF CAYMAN: Shareholders Receive Wind-Up Report
LANGFOSS CAPITAL: Shareholder Receives Wind-Up Report

MAXQ FIXED: Shareholders Receive Wind-Up Report
MAXQ FIXED MASTER: Shareholders Receive Wind-Up Report
NORTHERN WALLEYE: Shareholders Receive Wind-Up Report
PACIFIC LEASING: Shareholder Receives Wind-Up Report
QUILMES BANK: Members Receive Wind-Up Report

RAMIUS OPPORTUNISTIC: Shareholders Receive Wind-Up Report
SIRIUS INTERNATIONAL: Shareholders Receive Wind-Up Report
VERDANT ASIA: Shareholders Receive Wind-Up Report
VERDANT ASIA FUND: Shareholders Receive Wind-Up Report


J A M A I C A

DYOLL GROUP: To Receive Final Payout
JAMAICA DIVERSIFIED: Fitch Affirms 'BB' Ratings on Two Notes
RBC JAMAICA: Union Objects to Plans to Close Four Branches


M E X I C O

HIPOTECARIA SU CASITA: S&P Lowers Rating on 2 RMBS Classes to 'D'
* MEXICO: Fitch Keeps Stable Outlook for Insurance Industry


P U E R T O   R I C O

SEARS HOLDINGS: Terminates Registration of Kmart Plan
TRANSCARIBE FREIGHT: Case Summary & 6 Largest Unsecured Creditors


V E N E Z U E L A

* VENEZUELA: Economic Downturn to Affect Growth, Fitch Says




                            - - - - -


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


STANFORD INT'L: U.S. Judge's Order Prompts Clawback Discussions
---------------------------------------------------------------
According to Michael A. Hackard of Hackard Law, a Professional Law
Corporation, U.S. District Judge David Godbey's 32-page Order
allowing the Receiver in the R. Allen Stanford Receivership Estate
to "clawback," or recover, all back interest payments paid to
Stanford investors is a worthy read as a remedial lesson in the
character of Ponzi-based clawback actions.  Court-appointed
receivers often file lawsuits or clawback actions against
investors who were "Net Winners" in Ponzi schemes.  Net Winners
are those investors who received payments in excess of their
principal investment.

Judge Godbey's ultimate decision reinforced "the general rule that
investors may keep principal payments but must return interest
payments."  The Court noted that the "investor has a claim for
fraud or restitution for the principal he or she was fraudulently
induced to lend."  The Court acknowledged that "in at least some
circumstances, the Receiver would like to recoup the Net Winners'
principal as well.  That argument is for another day . . ."

At a time when adversary actions against duped Ponzi investors are
being brought with great frequency by court-appointed receivers,
it's beneficial to revisit the nature of many of these actions
that dot the national legal landscape.  Ordinary citizens, not
schooled in the particularities of clawback litigation, often
recite that all Ponzi investors who received less than promised
have been defrauded.  Cases like that decided by Judge Godbey note
or allude to the more definitive fundamentals that separate Ponzi
victims.

Net Losers are Ponzi victims who did not receive all of their
principal investment back.  Judge Godbey acknowledged that the
Stanford Receiver would "at least in some circumstances" like to
recoup the Net Winners' principal as well.  It's worthwhile to
separate Net Winner cases from Net Loser cases.  Net Winners, like
those in the Stanford receivership, have received something in
excess of their principal invested.  Net Losers have received
something less than their principal invested.

Simple actions against Net Winners do not carry the same burdens
as those against Net Losers.  Net Winners have no legitimate claim
to interest in Ponzi scheme cases while Net Losers do have
legitimate claims to investment principal.  This fundamental
divide has resulted in emotionally charged and spirited defenses
asserted by Net Losers against ambitious Receivers.  Opinions like
Judge Godbey's Order make possible a broader discussion into the
nature of adversary actions against defrauded Ponzi investors.

Hackard Law, a Professional Law Corporation, focuses on
transactional and litigation matters.  Michael A. Hackard is the
principal attorney of Hackard Law, a Northern California law firm
which represents families with extensive business interests as
well as clients impoverished by the wrongdoing of others.  For
information about Hackard Law's work in representing adversary
defendants in bankruptcy matters, please visit:

                http://www.ponziclawbacks.com/

                 About Stanford International Bank

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under
management or advisement.  Stanford Private Wealth Management
serves more than 70,000 clients in 140 countries.

On Feb. 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and
records of Stanford International Bank, Ltd., Stanford Group
Company, Stanford Capital Management, LLC, Robert Allen Stanford,
James M. Davis and Laura Pendergest-Holt and of all entities they
own or control.  The February 16 order, as amended March 12,
2009, directs the Receiver to, among other things, take control
and possession of and to operate the Receivership Estate, and to
perform all acts necessary to conserve, hold, manage and preserve
the value of the Receivership Estate.



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


GPAT COMPANIA: Moody's Corrects January 22 Rating Release
---------------------------------------------------------
Moody's Investors Service issued a correction to the January 22,
2013 rating release of GPAT Compania Financiera Argentina S.A.

Moody's assigned a B1 local currency corporate family rating (CFR)
to GPAT. The rating was assigned with a negative outlook, in line
with the negative outlook on its parent's ratings.

The following rating was assigned to GPAT Compania Financiera
Argentina S.A. (GPAT):

  Long term local currency corporate family rating of B1, negative
  outlook

RATINGS RATIONALE

The assignment of the corporate family rating follows the
implementation of Moody's revised global rating methodology for
finance companies, which establishes the key operational,
financial and environmental factors Moody's considers when rating
this type of company. The CFR incorporates the standalone credit
profile of a finance company as well as any parental or affiliate
support. Moody's has assigned a CFR of B1 to GPAT, which is equal
to the company's B1 long term global local currency issuer rating.
The B1 CFR is based on a b3 standalone credit assessment that
receives two notches of uplift as a result of Moody's assumption
of a high probability of support from its parent, Banco Patagonia
(rated Ba3). The negative outlook reflects the negative outlook on
the parent's ratings which in turn reflects the negative outlook
on Moody's ratings for the Argentine sovereign.

In contrast to a finance company's issuer ratings, which represent
Moody's opinion of credit risk equivalent to the companies' senior
unsecured debt obligations, the CFRs represent the rating agency's
opinion of a company's consolidated credit risk, equivalent to the
weighted average of all debt classes within the company's capital
structure. Using the CFR as a reference point, the methodology
codifies Moodys' framework for assigning ratings to the various
classes of debt issued by non-investment grade finance companies
on the basis of expected differences in loss given default. This
framework considers the proportionality, seniority and level of
asset protection associated with various debt classes, both
nominally and in relation to each other. GPAT's CFR is equal to
its issuer rating as it reflects the predominance of senior
unsecured obligations in the company's debt structure.

GPAT Compania Financiera Argentina S.A. is headquartered in Buenos
Aires, Argentina, and reported total assets of Ar$1.483 million
and equity of Ar$294 million as of September 30, 2012.


* ARGENTINA: Faces Negative Outlook, Likely Downgrade, Fitch Says
-----------------------------------------------------------------
The outlook for Southern Cone Banks is mixed in 2013, with a
stable outlook for Chile and Uruguay, while Argentina faces a
negative outlook and the potential for downgrades, according to a
new Fitch Ratings report.

"Fitch does not anticipate any rating changes for Chilean banks
given low credit risk and adequate capitalization and liquidity
ratios. No change is expected for banks in Uruguay unless the
sovereign, Rating Outlook currently Positive, is upgraded," said
Santiago Gallo, Director, in Fitch's Latin America group.

"The ratings of many Argentine financial institutions were
recently downgraded in line with the sovereign downgrade and any
further downgrade of the latter will likely impact the ratings of
many banks. In addition, the solid asset quality and profitability
ratios of Argentine banks may deteriorate due to sluggish economic
growth, higher inflation and greater macroeconomic volatility -
creating the possibility of further downgrades in 2013," said
Maria Fernanda Lopez, Senior Director, in Fitch's Latin America
group.

Chilean bank profitability will remain under pressure in 2013.
While loan growth will continue to be strong, bank operating
revenues will be undermined by stable interest and inflation rates
and new regulations tending to limit some interest rates and fees
and lower operating revenues. Additionally, the cost of funding is
expected to increase due to greater competition among banks for
structural deposits, particularly retail.

Fitch expects Uruguayan banks' profitability to remain moderate in
the medium term. Increased profitability depends on private sector
credit growth, and expanded recurring operating revenues via
higher commissions and service fees to reduce vulnerability to
exchange rate volatility and inflation adjustments.

The Argentine government has recently imposed a number of controls
and new regulations that limit activities in the financial sector,
which reduce banks' ability to adjust to changes in the operating
environment.

Profitability may come under pressure due to the slowdown in
credit growth, lower yields on government securities, higher
inflation-related expenses, greater loan loss provisions and a
possible hike in the cost of funding as a result of increased
macroeconomic volatility.

Fitch will be hosting a conference call in English and Spanish to
discuss the 2013 Latin America banking outlooks.



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


ECONERGY BERMUDA: Creditors' Proofs of Debt Due Feb. 1
------------------------------------------------------
The creditors of Econergy Bermuda Holding Company Ltd. are
required to file their proofs of debt by Feb. 1, 2013, to be
included in the company's dividend distribution.

The company commenced wind-up proceedings on Jan. 16, 2013.

The company's liquidator is:

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


ECONERGY BERMUDA: Members' Final Meeting Set for Feb. 25
--------------------------------------------------------
The members of Econergy Bermuda Holding Company Ltd. will hold
their final meeting on Feb. 25, 2013, at 10:15 a.m., to receive
the liquidator's report on the company's wind-up proceedings and
property disposal.

The company's liquidator is:

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


ECONERGY BOLIVIA: Creditors' Proofs of Debt Due Feb. 1
------------------------------------------------------
The creditors of Econergy Bolivia Investments No. 1 Ltd. are
required to file their proofs of debt by Feb. 1, 2013, to be
included in the company's dividend distribution.

The company commenced wind-up proceedings on Jan. 16, 2013.

The company's liquidator is:

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


ECONERGY BOLIVIA: Members' Final Meeting Set for Feb. 22
--------------------------------------------------------
The members of Econergy Bolivia Investments No. 1 Ltd. will hold
their final meeting on Feb. 22, 2013, at 10:45 a.m., to receive
the liquidator's report on the company's wind-up proceedings and
property disposal.

The company's liquidator is:

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


ECONERGY BOLIVIA NO.2: Creditors' Proofs of Debt Due Feb. 1
-----------------------------------------------------------
The creditors of Econergy Bolivia Investments No. 2 Ltd. are
required to file their proofs of debt by Feb. 1, 2013, to be
included in the company's dividend distribution.

The company commenced wind-up proceedings on Jan. 16, 2013.

The company's liquidator is:

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


ECONERGY BOLIVIA NO.2: Members' Final Meeting Set for Feb. 22
-------------------------------------------------------------
The members of Econergy Bolivia Investments No. 2 Ltd. will hold
their final meeting on Feb. 22, 2013, at 10:30 a.m., to receive
the liquidator's report on the company's wind-up proceedings and
property disposal.

The company's liquidator is:

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


HOME RE 2005-2: Creditors' Proofs of Debt Due Feb. 1
----------------------------------------------------
The creditors of Home Re 2005-2 Limited are required to file their
proofs of debt by Feb. 1, 2013, to be included in the company's
dividend distribution.

The company commenced wind-up proceedings on Jan. 16, 2013.

The company's liquidator is:

         John C. McKenna
         Finance & Risk Services Ltd.
         Suite 502, 26 Bermudiana Road
         Hamilton HM 11
         Bermuda


HOME RE 2005-2: Member to Receive Wind-Up Report on Feb. 22
-----------------------------------------------------------
The member of Home Re 2005-2 Limited will receive on Feb. 22,
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:

         John C. McKenna
         Finance & Risk Services Ltd.
         Suite 502, 26 Bermudiana Road
         Hamilton HM 11
         Bermuda


JACANA FUND: Creditors' Proofs of Debt Due Feb. 1
-------------------------------------------------
The creditors of Jacana Fund Management Ltd. are required to file
their proofs of debt by Feb. 1, 2013, to be included in the
company's dividend distribution.

The company commenced wind-up proceedings on Dec. 28, 2012.

The company's liquidator is:

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


MAN MAC: Creditors' Proofs of Debt Due Feb. 1
---------------------------------------------
The creditors of Man MAC Gemsstock 9B Limited are required to file
their proofs of debt by Feb. 1, 2013, to be included in the
company's dividend distribution.

The company commenced wind-up proceedings on Jan. 15, 2013.

The company's liquidator is:

         Beverly Mathias
         c/o Argonaut Limited
         Argonaut House, 5 Park Road
         Hamilton HM O9
         Bermuda


MAN MAC: Member to Receive Wind-Up Report on Feb. 22
----------------------------------------------------
The member of Man MAC Gemsstock 9B Limited will receive on
Feb. 22, 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:

         Beverly Mathias
         c/o Argonaut Limited
         Argonaut House, 5 Park Road
         Hamilton HM O9
         Bermuda


MAPELEY (2): Court Appoints Smith & Bowers as Liquidators
---------------------------------------------------------
On Jan. 11, 2013, the Supreme Court of Bermuda appointed Mark W R
Smith of Deloitte & Touche Bermuda and Phil Bowers of Deloitte LLP
(UK) as joint and several provisional liquidators of Mapeley
Acquisition Co (2) Limited.


MAPELEY (3): Court Appoints Smith & Bowers as Liquidators
---------------------------------------------------------
On Jan. 11, 2013, the Supreme Court of Bermuda appointed Mark W R
Smith of Deloitte & Touche Bermuda and Phil Bowers of Deloitte LLP
(UK) as joint and several provisional liquidators of Mapeley
Acquisition Co (3) Limited.


MAPELEY (4): Court Appoints Smith & Bowers as Liquidators
---------------------------------------------------------
On Jan. 11, 2013, the Supreme Court of Bermuda appointed Mark W R
Smith of Deloitte & Touche Bermuda and Phil Bowers of Deloitte LLP
(UK) as joint and several provisional liquidators of Mapeley
Acquisition Co (4) Limited.


MAPELEY (5): Court Appoints Smith & Bowers as Liquidators
---------------------------------------------------------
On Jan. 11, 2013, the Supreme Court of Bermuda appointed Mark W R
Smith of Deloitte & Touche Bermuda and Phil Bowers of Deloitte LLP
(UK) as joint and several provisional liquidators of Mapeley
Acquisition Co (5) Limited.


MAPELEY (6): Court Appoints Smith & Bowers as Liquidators
---------------------------------------------------------
On Jan. 11, 2013, the Supreme Court of Bermuda appointed Mark W R
Smith of Deloitte & Touche Bermuda and Phil Bowers of Deloitte LLP
(UK) as joint and several provisional liquidators of Mapeley
Acquisition Co (6) Limited.


MAPELEY (7): Court Appoints Smith & Bowers as Liquidators
---------------------------------------------------------
On Jan. 11, 2013, the Supreme Court of Bermuda appointed Mark W R
Smith of Deloitte & Touche Bermuda and Phil Bowers of Deloitte LLP
(UK) as joint and several provisional liquidators of Mapeley
Acquisition Co (7) Limited.


MAPELEY ACQUISITION: Court Appoints Smith & Bowers as Liquidators
-----------------------------------------------------------------
On Jan. 11, 2013, the Supreme Court of Bermuda appointed Mark W R
Smith of Deloitte & Touche Bermuda and Phil Bowers of Deloitte LLP
(UK) as joint and several provisional liquidators of Mapeley
Acquisition Co (Hercules) Limited.


MOONDANCE HOLDINGS: Creditors' Proofs of Debt Due Feb. 1
--------------------------------------------------------
The creditors of Moondance Holdings Limited are required to file
their proofs of debt by Feb. 1, 2013, to be included in the
company's dividend distribution.

The company commenced wind-up proceedings on Jan. 16, 2013.

The company's liquidator is:

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


MOONDANCE HOLDINGS: Members' Final Meeting Set for Feb. 22
----------------------------------------------------------
The members of Moondance Holdings Limited will hold their final
meeting on Feb. 22, 2013, 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:

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



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


ESAL GMBH: Fitch Assigns 'BB-' Rating to Proposed Sr. Notes Offer
-----------------------------------------------------------------
Fitch Ratings has assigned an expected rating of 'BB-' to a
proposed benchmark size senior unsecured notes offering of a JBS
S.A. subsidiary. The notes, which will be due in 2023, are being
issued by ESAL GmbH, a wholly owned subsidiary of JBS based in
Austria. These notes will be unconditionally guaranteed by JBS and
JBS Hungary Holdings Kft. The proceeds are expected to be used to
refinance shorter maturity indebtedness and for general corporate
purposes. A complete list of Fitch's ratings of JBS is provided at
the end of this release.

The 'BB-' rating takes into consideration JBS's strong business
profile as the world's largest beef and leather producer and one
of the largest producers of chicken and lamb. Further factored
into JBS' ratings are the company's geographic and product
diversity, which partially mitigates the risks of trade barriers
and animal diseases. JBS has high leverage and its risk profile is
above average due to cyclical risks associated with the meat
business and the company's aggressive attitude toward growth
through acquisitions. While its business profile benefits from the
improved diversification through past acquisitions, the risk of
additional acquisitions in the medium term remains above average.

SENSITIVITY/RATING DRIVERS:

The Rating Outlook for JBS and its rated subsidiaries is Negative.
A revision of the Outlook to Stable could be triggered by a number
of factors that include financial improvements above Fitch's
expectations, given the current operating environment, and/or
sufficient capital injections to meaningfully reduce debt.

A downgrade could be precipitated by the additional weakening or a
lack of an improvement in the company's financial performance and
leverage metrics. Continued negative free cash flow (defined as
cash flow from operations less capital expenditures and dividends)
beyond current expectations could also result in negative rating
actions. A downgrade of JBS's corporate rating would trigger the
downgrade of the rating of the proposed bonds.

High Leverage and Negative FCF Despite Recent Operating
Improvement:

Fitch considers net debt-to-operating EBITDA in the 3.0 times (x)
range to be the normalized leverage ratio for the 'BB-' rating
category for companies in the protein industry, which face
volatile and cyclical operating earnings. For the last 12 months
(LTM) ended Sept. 30, 2012, JBS' net leverage ratio stood at 3.7x,
which is high for the rating category. Generating positive free
cash flow (FCF) and meaningfully reducing leverage within the next
12-18 months remain the largest challenge for the company. Main
concerns in 2013 are cattle availability and oversupply of pork in
the U.S. Possible grain price shocks could also pressure costs and
profitability, which would hurt the company's ability to
deleverage. Positively, a competitor has recently closed a large
beef processing facility in Texas, which should help improve
cattle availability.

JBS' operating profit and cash flow improved in the third quarter
of 2012, in line with Fitch's expectations. Cash Flow from
operations (CFFO) improved to BRL624 million for the LTM ending
Sept. 30, 2012, as compared to BRL464 million in 2011. Negative
FCF of BRL748 million during the LTM continued to reflect high
capital expenditures of BRL1.4 billion. Net revenues have been on
an upwards trend in the past five years, fueled by acquisitions
and capital investments. EBITDA margins remain at the low level of
4% to 7%, which is typical for the industry. For the LTM ending
Sept. 30, 2012, net revenues of BRL71 billion and EBITDA of BRL4.1
billion resulted in an EBITDA margin of 5.8%.

Adequate Liquidity, Reliance on External Financing

JBS has an adequate liquidity position and a manageable 2013 debt
maturity schedule, both of which will be improved with the current
offering. As of Sept. 30, 2012, cash and marketable securities of
BRL5 billion covered 0.9x of short-term debt of BRL5.5 billion. As
a mitigating factor, about 65% of short-term debt corresponds to
trade finance lines that support export activity. The company also
needs to maintain about 10% of EBITDA to support its working
capital, which was about BRL400 million for the LTM ending
Sept. 30, 2012. Considering these two adjustments, short-term
maturities of long-term debt were covered more than 2.0x by
available cash. In addition, the company's JBS USA division has
about USD699 million available under its asset-based loan (ABL)
facility and PPC has about USD573.6 million available under a
separate facility.

JBS's maturity schedule for 2014 is heavy with close to BRL4
billion of debt coming due. Fitch projects that JBS's FCF
generation will be neutral to negative in 2013, which will
continue to make the company dependent upon external financing to
address its 2014 maturities.

Solid Business Profile:

JBS' credit ratings are supported by a strong business position in
the world production of beef, lamb and chicken. The company
benefits from geographic and product diversity, which mitigate
risks related to disease, the imposition of sanitary restrictions
by governments, market concentrations, as well as tariffs or
quotas applied regionally by some importing blocs or countries.
JBS has plants in 12 Brazilian states and is the most
geographically diversified player within this industry in Brazil,
as it has operations in the U.S., Mexico, Argentina, Paraguay,
Uruguay, Italy, and Australia. The company is domiciled in Brazil
and has a significant footprint in the U.S., with about 66% of its
revenues coming from that region, per Fitch's estimates.

Above-Average Industry Risk and Acquisition Profile:

The protein industry is volatile and exposed to fluctuations in
commodity prices by nature. The company's aggressive attitude
toward growth through acquisitions amplifies that risk. While its
business profile benefits from improved diversification through
past acquisitions, the risk of additional acquisitions remains.

Equity Financing:

The credit benefits from the implicit support of the Brazilian
development bank's investment arm (BNDESPar), which directly and
indirectly holds 23% after it transferred 10.1% in January 2013.
The founding family indirectly controls 44% of JBS's shares. The
company's ability to finance part of its expansion with equity
benefited its capital structure, avoiding peaks in leverage.

Fitch currently rates JBS as follows:

JBS S.A.:
--Foreign and local currency Issuer Default Rating (IDR) at
   'BB-';
--Notes due 2016 at 'BB-';
--National scale rating at 'A-(bra)'.

JBS USA LLC:
--Foreign and local currency IDR at 'BB-';
--Term loan B facility due in 2018 at 'BB'.

JBS USA Finance, Inc:
--Foreign and local currency IDR at 'BB-'.

JBS USA jointly with JBS USA Finance:
--Notes due 2014 at 'BB-';
--Bonds due 2020 at 'BB-';
--Notes due 2021 at 'BB-'.

JBS Finance II Ltd:
--Foreign and local currency IDR at 'BB-';
--Notes due 2018 at 'BB-'.

The Rating Outlook for JBS S.A., JBS USA LLC, JBS USA Finance Inc.
and JBS Finance II Ltd is Negative.


ESAL GMBH: S&P Assigns 'BB' Rating on 10-Yr. Sr. Unsecured Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to
ESAL GmbH's planned 10-year senior unsecured notes.

The rating on the issue reflects the credit quality of ESAL's
parent company, JBS S.A. (JBS; BB/Stable/--), as JBS and its
wholly-owned subsidiary, JBS Hungary Holdings Kft (the holding
company of JBS USA, LLC) unconditionally guarantee the notes.

"We expect JBS to use the proceeds primarily to refinance part of
its sizable short-term debt (R$5.3 billion as of Sept. 30, 2012)
as it matures.  The majority of its short-term debt consists of
export finance operations.  JBS has consistently negotiated
favorable interest rates upon refinancing its short-term debt.
The successful notes issuance will help to smooth debt
amortization and extend maturities.

RATINGS LIST

JBS S.A.

  Corporate Credit Rating                    BB/Stable/--

Rating Assigned

ESAL GMBH

  10-year Sr. Unsec. Notes                   BB



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


ARISTARC ABSOLUTE: Shareholders Receive Wind-Up Report
------------------------------------------------------
The shareholders of Aristarc Absolute Return Fund Ltd. received on
Dec. 21, 2012, the liquidator's report on the company's wind-up
proceedings and property disposal.

The company's liquidator is:

         Alric Lindsay
         Telephone: 345-926-1688
         PO Box 11371, George Town
         Grand Cayman KY1-1008
         Cayman Islands


ARISTARC ABSOLUTE MASTER: Shareholders Receive Wind-Up Report
-------------------------------------------------------------
The shareholders of Aristarc Absolute Return Master Fund Ltd.
received on Dec. 21, 2012, the liquidator's report on the
company's wind-up proceedings and property disposal.

The company's liquidator is:

         Alric Lindsay
         Telephone: 345-926-1688
         PO Box 11371, George Town
         Grand Cayman KY1-1008
         Cayman Islands


BABSON CLO: Shareholders Receive Wind-Up Report
-----------------------------------------------
The shareholders of Babson CLO Ltd. 2003-I received on Dec. 21,
2012, the liquidator's report on the company's wind-up proceedings
and property disposal.

The company's liquidator is:

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


BARCLAYS WEALTH: Shareholders Receive Wind-Up Report
----------------------------------------------------
The shareholders of Barclays Wealth Advisor Series-International
Core Equity Ltd. received on Dec. 10, 2012, the liquidator's
report on the company's wind-up proceedings and property disposal.

The company's liquidator is:

         Avalon Management Limited
         Landmark Square, 1st Floor
         64 Earth Close, West Bay Beach
         P.O. Box 715 Grand Cayman KY1-1107
         Cayman Islands
         Facsimile: 1 345 769-9351


CC ASIA: Shareholders Receive Wind-Up Report
--------------------------------------------
The shareholders of CC Asia Advantage Fund Limited received on
Dec. 11, 2012, the liquidator's report on the company's wind-up
proceedings and property disposal.

The company's liquidator is:

         Richard Finlay
         c/o Gene DaCosta
         Telephone: (345) 814 7765
         Facsimile: (345) 945 3902
         PO Box 2681 Grand Cayman KY1-1111
         Cayman Islands


CRIMSON: Shareholders Receive Wind-Up Report
--------------------------------------------
The shareholders of Crimson received on Nov. 19, 2012, the
liquidator's report on the company's wind-up proceedings and
property disposal.

The company's liquidator is:

         Brendan Lowell Bibro
         Apt 2, 333 Lehigh Avenue
         Pittsburg PA 15232, USA


DESTINATION EME: Shareholders Receive Wind-Up Report
----------------------------------------------------
The shareholders of Destination EME Fund received on Dec. 12,
2012, the liquidator's report on the company's wind-up proceedings
and property disposal.

The company's liquidator is:

         Avalon Management Limited
         Landmark Square, 1st Floor
         64 Earth Close, West Bay Beach
         P.O. Box 715 Grand Cayman KY1-1107
         Cayman Islands
         Facsimile: 1 345 769-9351


FMIM LONG: Members Receive Wind-Up Report
-----------------------------------------
The members of FMIM Long Short Equity Relative Value Fund Limited
received on Dec. 12, 2012, the liquidator's report on the
company's wind-up proceedings and property disposal.

The company's liquidator is:

         Krys Global VL Services Limited
         Governor's Square, Building 6, 2nd Floor
         23 Lime Tree Bay Avenue
         P.O. Box 21237 Grand Cayman KY1-1205
         Cayman Islands
         Telephone: +1 345 947 4700
         Facsimile: +1 345 946 6728


GCPF CAYMAN: Shareholders Receive Wind-Up Report
------------------------------------------------
The shareholders of GCPF Cayman Holding 6 Corp. received on
Dec. 11, 2012, the liquidator's report on the company's wind-up
proceedings and property disposal.

The company's liquidator is:

         Russell Smith
         c/o BDO CRI (Cayman) Ltd
         Building 3, Governor's Square, 2nd Floor
         23 Lime Tree Bay Avenue
         PO Box 31229 Grand Cayman KY1-1205
         Cayman Islands


LANGFOSS CAPITAL: Shareholder Receives Wind-Up Report
-----------------------------------------------------
The shareholder of Langfoss Capital Management Limited received on
Dec. 20, 2012, the liquidators' report on the company's wind-up
proceedings and property disposal.

The company's liquidators are:

         Edel Andersen
         Alexander Bullmore
         c/o Genesis Trust & Corporate Services Ltd.
         Midtown Plaza, 2nd Floor
         Elgin Avenue, George Town
         Grand Cayman
         Cayman Islands KY1-1106
         Telephone: (345) 945 3466
         Facsimile: (345) 945 3470


MAXQ FIXED: Shareholders Receive Wind-Up Report
-----------------------------------------------
The shareholders of MAXQ Fixed Income Fund Limited received on
Dec. 11, 2012, the liquidator's report on the company's wind-up
proceedings and property disposal.

The company's liquidator is:

         Russell Smith
         c/o BDO CRI (Cayman) Ltd
         Building 3, Governor's Square, 2nd Floor
         23 Lime Tree Bay Avenue
         PO Box 31229 Grand Cayman KY1-1205
         Cayman Islands


MAXQ FIXED MASTER: Shareholders Receive Wind-Up Report
------------------------------------------------------
The shareholders of MAXQ Fixed Income Master Fund Limited received
on Dec. 11, 2012, the liquidator's report on the company's wind-up
proceedings and property disposal.

The company's liquidator is:

         Russell Smith
         c/o BDO CRI (Cayman) Ltd
         Building 3, Governor's Square, 2nd Floor
         23 Lime Tree Bay Avenue
         PO Box 31229 Grand Cayman KY1-1205
         Cayman Islands


NORTHERN WALLEYE: Shareholders Receive Wind-Up Report
-----------------------------------------------------
The shareholders of Northern Walleye Ltd received on Dec. 21,
2012, the liquidator's report on the company's wind-up proceedings
and property disposal.

The company's liquidator is:

         Commerce Corporate Services Limited
         Telephone: 949 8666
         Facsimile: 949 0626
         P.O. Box 694 Grand Cayman


PACIFIC LEASING: Shareholder Receives Wind-Up Report
----------------------------------------------------
The shareholder of Pacific Leasing Limited received on Dec. 20,
2012, the liquidator's report on the company's wind-up proceedings
and property disposal.

The company's liquidators are:

         Alexander Bullmore
         Edel Andersen
         c/o Genesis Trust & Corporate Services Ltd.
         Midtown Plaza, 2nd Floor
         Elgin Avenue, George Town
         Grand Cayman KY1-1106
         Cayman Islands
         Telephone: (345) 945 3466
         Facsimile: (345) 945 3470


QUILMES BANK: Members Receive Wind-Up Report
--------------------------------------------
The members of Quilmes Bank and Trust (Cayman) Limited received on
Dec. 11, 2012, the liquidator's report on the company's wind-up
proceedings and property disposal.

The company's liquidator is:

         Russell Smith
         c/o BDO CRI (Cayman) Ltd
         Building 3, 2nd Floor, Governor's Square
         23 Lime Tree Bay Avenue
         PO Box 31229
         Grand Cayman KY1-1205
         Cayman Islands


RAMIUS OPPORTUNISTIC: Shareholders Receive Wind-Up Report
---------------------------------------------------------
The shareholders of Ramius Opportunistic Equity FOF Ltd. received
on Dec. 14, 2012, the liquidator's report on the company's wind-up
proceedings and property disposal.

The company's liquidator is:

         Ramius Alternative Solutions LLC
         c/o Sharon Gnessin
         599 Lexington Avenue, 19th Floor
         New York
         New York 10022
         United States of America
         Telephone: + 1 646 562 1702


SIRIUS INTERNATIONAL: Shareholders Receive Wind-Up Report
---------------------------------------------------------
The shareholders of Sirius International 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:

         Simon Conway
         c/o Aaron Gardner
         Telephone: (345) 914 8655
         Facsimile: (345) 945 4237
         PO Box 258 Grand Cayman KY1-1104
         Cayman Islands


VERDANT ASIA: Shareholders Receive Wind-Up Report
-------------------------------------------------
The shareholders of Verdant Asia Fund Management (Cayman) 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:

         Felix Law
         York House, 21st Floor
         The Landmark
         15 Queen's Road Central
         Hong Kong
         Telephone: + 852 2878 9115
         Facsimile: + 852 2878 9000


VERDANT ASIA FUND: Shareholders Receive Wind-Up Report
------------------------------------------------------
The shareholders of Verdant Asia Fund received on Dec. 14, 2012,
the liquidator's report on the company's wind-up proceedings and
property disposal.

The company's liquidator is:

         Felix Law
         York House, 21st Floor
         The Landmark
         15 Queen's Road Central
         Hong Kong
         Telephone: + 852 2878 9115
         Facsimile: + 852 2878 9000



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


DYOLL GROUP: To Receive Final Payout
------------------------------------
RJR News reports that shareholders in the collapsed Dyoll Group
are to receive a final dividend payment.

The joint liquidators have advised that a payout of $0.40 per
share will be disbursed on February 17, according to RJR News.

The report relates that NCB Nominees Limited will handle the
process.

RJR News recalls that Dyoll encountered financial difficulties
after its insurance subsidiary collapsed in 2005 due to its
inability to honor billions of dollars in claims following
Hurricane Ivan.


JAMAICA DIVERSIFIED: Fitch Affirms 'BB' Ratings on Two Notes
------------------------------------------------------------
Fitch Ratings has taken these rating actions on the notes issued
by Jamaica Diversified Payment Rights Company (National Commercial
Bank Jamaica Ltd.):

--Series 2006-1 notes due 2013 affirmed at 'BB';
--Series 2007-1 notes due 2015 affirmed at 'BB'.

The Rating Outlook is Stable.

The transaction is a securitization of existing and future U.S.
dollar-denominated diversified payment rights (DPRs) originated by
National Commercial Bank Jamaica Ltd. (NCBJ). DPRs refer to
electronic payment orders intended for payment to third party
beneficiaries via NCBJ, related to trade payments, workers
remittances, and foreign direct investment. Upon generation of the
payment orders, the trust will have rights to the DPRs through
accounts maintained with designated depositary banks (DDBs).

SENSITIVITY/RATING DRIVERS

The bank's DPR flows increased slightly (3%) in 2012 when compared
to 2011 and are above pre-crisis levels. DDB flows have also
increased (5%) over 2011. On average, over 97% of all collections
currently come via DDB transactions. Coupled with a deleveraging
of the program the increased DDB flows have led to higher coverage
levels.

Quarterly coverage levels for the program during 2012 averaged
approximately 76 times (x) maximum quarterly debt service. As of
December 2012, current monthly debt service coverage ratio (DSCR)
is 145.7x and quarterly DSCR is 95.8x.

The current outstanding balance of the debt is approximately $22
million. Series 2006-1 is expected to pay in full in March 2013.
Series 2007-1 is expected to mature in June 2015.

NCBJ is the largest bank in Jamaica in terms of assets with more
than 40% market share of the commercial banking system in recent
years. Based on its important position in the Jamaican banking
system and its corresponding role in the local economy, the bank
has a going concern assessment (GCA) score of 'GC1'.

On Jan. 25, 2013 Fitch affirmed NCBJ's foreign currency and local
currency Issuer Default Ratings (IDRs) at 'B-' and revised the
Outlook to Negative from Stable. The Outlook revisions on NCBJ's
IDRs are in line with a similar action that Fitch took on
Jamaica's sovereign ratings on Jan. 18, 2013, given the bank's
exposure to the government of Jamaica and the potential for a more
challenging operating environment.

While NCBJ's Outlook was revised to Negative, the DPR program's
Outlook remains Stable due to the stable performance of the
transaction, high level of coverage, and low level of outstanding
future flow debt. According to Fitch's Future Flow Securitization
Rating Criteria, NCBJ's GCA of 'GC1' allows for a rating
differential of up to six notches. Fitch will continue to monitor
the sovereign and bank environments and review the transaction
accordingly.


RBC JAMAICA: Union Objects to Plans to Close Four Branches
----------------------------------------------------------
RJR News reports that the union representing workers at RBC
Jamaica is objecting to a plan to close some of the bank's
branches and to make several positions redundant.

The Bustamante Industrial Trade Union (BITU) has expressed alarm
at news that four branches are to cease operations, despite
proposals it put forward to prevent jobs losses, according to RJR
News.

The report relates that senator Kavan Gayle, BITU president-
general, speaking with RJR's Financial Report, disclosed that the
union had met with the management of the bank and "expressed our
concerns in relation to the impact of the closure, the impact of
the staff who may be losing their jobs; the impact as it relates
to the staff that remains to carry out the mandate of these
branches."

Mr. Gayle said the union also expressed concerns about the
inconvenience that would be experienced by the customers and
clients served by the branches scheduled for closure and made
certain recommendations "on how to mitigate against any possible
job losses," RJR News discloses.

Senator Gayle, the report notes, is questioning the rationale
behind the branch closures and RBC's commitment to continue to
serve in Jamaica, "because within two or three years, this would
have been the second series of closure of branches and these
closures of branches has not, as any practice, provided any
suitable solution to the problem that the bank might be facing."

Senator Gayle said the union will continue to meet with RBC's
management in a bid to save the jobs, the report relays.

As reported in the Troubled Company Reporter-Latin America on
Jan. 29, 2013, Jamaica Observer said that RBC Royal Bank
Jamaica (RBCJ) plans to close four branches and lay off 10% of its
staff.  Over the next three to four months, the bank will close
Cross Roads, Linstead, Santa Cruz, and Spanish Town, leaving 13
branches open, according to Jamaica Observer.  The report related
that after the reorganization, which is part of a two-year plan to
return the bank to profitability, RBCJ will have 70 less employees
than the approximately 700 currently on its payroll.



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


HIPOTECARIA SU CASITA: S&P Lowers Rating on 2 RMBS Classes to 'D'
-----------------------------------------------------------------
Standard & Poor's Rating Services lowered 'D (sf)' from 'CC (sf)'
its Standard & Poor's underlying ratings (SPURs) on the senior
classes BRHCCB 07U and BRHCCB 07-2U from one Mexican residential
mortgage-backed securities (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).  S&P's
'B (sf)' global-scale  and 'mxBB+ (sf)' Mexican national-scale
ratings on the senior classes BRHCCB 07U and BRHCCB 07-2U, as well
as its 'D (sf)' rating on the subordinated class BRHCCB 07-3U, are
unchanged.

The senior BRHCCB 07U and BRHCCB 07-2U classes were able to pay in
full their scheduled debt service on the Jan. 25, 2013, payment
date with proceeds from a full financial guarantee insurance
policy provided by MBIA Mexico S.A. de C.V. (mxBB+/Negative/---
Mexican national-scale rating and B/Negative/-- insurer financial
strength rating), which covered the interest shortfalls on both
classes.  S&P lowered the SPURs to 'D (sf)' because the interest
collections alone would have been insufficient to fully cover
these classes' interest payments.

Under S&P's criteria, the issue rating on an insured bond reflects
the higher of the rating on the bond insurer (monoline) or the
SPUR on the security.  S&P's SPUR ratings on deals with full bond
insurance reflect the stand-alone capacity of an issue to pay debt
service without giving effect to the external enhancement, in this
case, the bond insurance provided by MBIA Mexico.

            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 - Bursatilizaciones de Hipotecas
Residenciales III

               Class       Rating           Outs. amount
Tranche        type    To          From       (Mil. UDI)


BRHCCB 07U     SPUR    D (sf)      CC(sf)       21.74
BRHCCB 07-2U   SPUR    D (sf)      CC(sf)      425.20

RATINGS UNCHANGED

Hipotecaria Su Casita - Bursatilizaciones de Hipotecas
Residenciales III

               Class                    Outs. amount
Tranche        type       Rating        (mil. UDI)

BRHCCB 07U     Senior     B (sf)          21.74
BRHCCB 07U     Senior     mxBB+ (sf)      21.74
BRHCCB 07-2U   Senior     B (sf)         425.20
BRHCCB 07-2U   Senior     mxBB+ (sf)     425.20
BRHCCB 07-3U   Sub.       D (sf)          64


* MEXICO: Fitch Keeps Stable Outlook for Insurance Industry
-----------------------------------------------------------
Fitch Ratings has published a special report on the Mexican
insurance industry. Fitch maintains a stable rating outlook for
the Mexican insurance industry, which indicates the agency
believes most insurer ratings will be affirmed as they are
reviewed over the next 12 to 24 months.

The Mexican insurance sector experienced recovery in its combined
ratio to 101% in September 2012 (an average of 105% in last three
years). This was due to solid annual premiums growth (11% in real
terms), and a net loss ratio reduction to 69.5% in September 2012
from 72% in September 2011. The net loss ratio reduction was due
to tariff increase actions, stabilization of total cost of claims,
and the improvement in the claims environment, while catastrophic
related losses were mitigated by adequate catastrophic reinsurance
and reserves.

Industry technical and mathematical reserve coverage reaches
historic high levels, as Total Reserves to Net Retained Premium's
ratio stood just below 200% in third-quarter 2012 after having
exceeded that level for the first time in 2011, reflecting the
solid growth of life and catastrophic lines that require large
reserve accumulation.

An ample amount of accumulated reserves provides the sector a
broad base of resources available for investment, which translates
into an important financial income contribution (an average of 16%
of net earned premiums over the last four years). The significant
investment income, allows the industry to offset recurring
operating losses and large reserve constitution expenses, and
achieve significant levels of profitability (ROE: 20% in September
2012).

The industry's solvency is largely explained by the existing
measures used by Mexican insurance regulators to evaluate solvency
margins, which are based on stringent rules and requirements
regarding adequate technical reserve levels, reinsurance
protection, and diversified high-quality investments. However, in
the Mexican insurance industry, directly held equities make up a
large portion of total capital (59% in Sept. 30, 2012), which
impacts the sector's liquidity position. Further deterioration of
liquidity ratios could negatively impact the industry's outlook.

The new insurance law, which was intended to introduce a risk-
based capital approach into the sector and has been under review
for many years was recently approved by the senate and is now
being submitted to the chamber of deputies to be tentatively
implemented in 2014. Fitch expects the new regulatory regime to
lead to greater capital resources and risk management, and also
improve industry's transparency and supervision. However, a return
to aggressive pricing policies would have a negative effect on the
sector's profitability and could prompt a revision of the outlook
to negative.



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


SEARS HOLDINGS: Terminates Registration of Kmart Plan
-----------------------------------------------------
The Plan Administrator for Sears Holdings Corporation
Administrative Committee has filed a Form 15 with the U.S.
Securities and Exchange Commission relating to the termination of
registration or suspension of duty to file reports with respect to
the Kmart Retirement Savings Plan for Puerto Rico Employees.

Effective March 31, 2012, the Kmart Retirement Savings Plan for
Puerto Rico Employees merged with and into the Sears Puerto Rico
Savings Plan, with the Sears Puerto Rico Savings Plan as the
surviving plan.  The surviving plan was renamed, on the same date,
the Sears Holdings Puerto Rico Savings Plan.  As a result of the
merger, the Kmart Plan and the interests therein ceased to exist.

On July 6, 2007, Sears Holdings filed a registration statement on
Form S-8 to register 15,000 shares of common stock of the Company
and an indeterminate amount of interests in the Kmart Retirement
Savings Plan for Manteno Distribution Center Union Employees and
the Kmart Retirement Savings Plan for Puerto Rico Employees.

The Company filed a post-effective amendment no. 1 to the Form
S-8 prospectus to deregister any remaining Plan Interests and
12,603 shares of Common Stock that remain available for issuance
under the Registration Statement.

                          About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- operates full-
line and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94% stake in Sears Canada and an 80.1% stake in Orchard Supply
Hardware.  Key proprietary brands include Kenmore, Craftsman and
DieHard, and a broad apparel offering, including such well-known
labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the
Apostrophe and Covington brands.  It also has the Country Living
collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

The Company's balance sheet at Oct. 27, 2012, showed $21.80
billion in total assets, $17.90 billion in total liabilities and
$3.90 billion in total equity.

                         Negative Outlook

Standard & Poor's Ratings Services in January 2012 lowered its
corporate credit rating on Hoffman Estates, Ill.-based Sears
Holdings Corp. to 'CCC+' from 'B'.  "We removed the rating from
CreditWatch, where we had placed it with negative implications on
Dec. 28, 2011.  We are also lowering the short-term and commercial
paper rating to 'C' from 'B-2'.  The rating outlook is negative,"
S&P said.

"The corporate credit rating reflects our projection that Sears'
EBITDA will be negative in 2012, given our expectations for
continued sales and margin pressure," said Standard & Poor's
credit analyst Ana Lai.  She added, "We further expect that
liquidity could be constrained in 2013 absent a turnaround
or substantial asset sales to fund operating losses."

Moody's Investors Service in January 2012 lowered Sears Holdings
Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time, Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2.

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011.  Moody's added
that the rating action also reflects the company's persistent
negative trends in sales, which continue to significantly
underperform peers.

As reported by the Troubled Company Reporter on Dec. 7, 2012,
Fitch Ratings has affirmed its long-term Issuer Default Ratings
(IDR) on Sears Holdings Corporation (Holdings) and its various
subsidiary entities (collectively, Sears) at 'CCC' citing that The
magnitude of Sears' decline in profitability and lack of
visibility to turn operations around remains a major concern.


TRANSCARIBE FREIGHT: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Transcaribe Freight Corp.
        P.O. Box 3679
        Carolina, PR 00984-3679

Bankruptcy Case No.: 13-00464

Chapter 11 Petition Date: January 23, 2013

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

Debtor's Counsel: Gloria M. Justiniano Irizarry, Esq.
                  JUSTINIANO'S LAW OFFICE
                  Ensanche Martinez
                  8 Dr. A Ramirez Silva
                  Mayaguez, PR 00680-4714
                  Tel: (787) 831-2577
                  Fax: (787) 805-7350
                  E-mail: gloriae55amg@yahoo.com

Estimated Assets: $0 to $50,000

Estimated Debts: $1,000,001 to $10,000,000

The Company's list of its six largest unsecured creditors filed
with the petition is available for free at:

            http://bankrupt.com/misc/prb13-00464.pdf

The petition was signed by Ramon A. Negron, vice-president &
treasurer.



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


* VENEZUELA: Economic Downturn to Affect Growth, Fitch Says
-----------------------------------------------------------
Fitch Ratings publishes the 2013 Outlook for the Insurance Andean
Region.

The insurance industry in the Andean region has a stable outlook
for 2013, with adequate profitability despite pressure from a
highly competitive environment, soft market conditions, and
regulatory changes. Strong economies in Colombia and Peru will
spur growth, while an economic downturn expected for Venezuela
will pose challenges to the industry's growth and profitability.

The property & casualty insurance profitability is threatened. The
region's P&C insurance companies continue to be highly dependent
on the performance of their investment portfolios, and record
combined ratios near or over 100%. The companies' technical
profitability will be pressured in 2013 by a competitive
environment and low prices, especially in automotive and property
insurance. Liability, surety bonds, property, and health insurance
will be the main drivers of growth in non-life insurance. It is
anticipated that the downward trend in financial results will
continue.

In both Colombia and Peru, where retirement insurance and
annuities have higher penetration, asset/liability matching and
reinvestment are major challenges. Risk is heightened in Colombia
due to additional aspects such as minimum wage adjustments,
technical interest rates to guarantee minimum profitability
(CPI+4%), and regulatory changes in these lines.
There are Opportunities to improve the quality of the equity in
the region. The Andean region insurance industry's equity is weak
despite its adequate leverage ratios. In Peru and Venezuela, a
large percentage of equity is held in non-liquid assets such as
fixed assets, real estate, and investments in subsidiaries; while
in Colombia equity is highly exposed to investments in equity
instruments. Leverage ratios are adequate and in line with
international standards.

Colombian and Peruvian regulations are more advanced and are
moving toward international standards, while Venezuelan
regulations are still lagging behind. In recent years,
improvements in the regulatory framework in all three countries
have begun to bridge the gap that exists with international
practices, but there is still a long way to go and aspects to
fine-tune, especially in terms of capital requirements, reserves,
and asset and liability matching.

Some Colombian insurers' and Venezuelan reinsurers' ratings could
be downgraded due to a continued slump in technical and net
profitability, elevated leverage ratios, and high exposure to non-
liquid assets. No rating changes are expected for Peru over the
short term. Profitability in Andean region non-life insurance
companies overall will continue under pressure and could decline,
resulting in combined ratios of over 100%. Business results for
life insurance companies and, especially, long-term insurance
lines, will continue under pressure from mismatch risk on
profitability and asset & liability terms.


                            ***********


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


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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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