TCRLA_Public/130208.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, February 8, 2013, Vol. 14, No. 28


                            Headlines



A R G E N T I N A

YPF SA: Faces Lawsuit by U.S. Investors Over Share Offering


B A H A M A S

HARBOUR LOBSTER: Court Discharges Receivership


C A Y M A N  I S L A N D S

3G SELECT: Commences Liquidation Proceedings
AJW OFFSHORE: Liquidators Receive U.S. Recognition
AUSTRALIA ACQUISITION: Commences Wind-Up Proceedings
BLUEALPHA GLOBAL: Placed Under Voluntary Wind-Up
CIL INDEA: Placed Under Voluntary Wind-Up

CINEMARK SP: Shareholders Receive Wind-Up Report
FRUIT OF: Placed Under Voluntary Wind-Up
GI ASSET: Commences Liquidation Proceedings
GREENWICH INVESTABLE: Placed Under Voluntary Wind-Up
HUTCHISON TELECOMMUNICATIONS: Placed Under Voluntary Wind-Up

LONGACRE CREDIT: Commences Liquidation Proceedings
MELLON SL CAYMAN: Commences Liquidation Proceedings
NATURALLY CAYMAN: Placed Under Voluntary Wind-Up
PERENNIAL OFFSHORE: Placed Under Voluntary Wind-Up
PRODIGAL EQUITY: Commences Liquidation Proceedings

ROCKHAMPTON ASIA: Shareholder Receives Wind-Up Report
ROSA TORRES: Placed Under Voluntary Wind-Up
SENTIENT EXECUTIVE: Placed Under Voluntary Wind-Up
STANLEY HOLDINGS: Placed Under Voluntary Wind-Up
SURANYA GLOBAL: Placed Under Voluntary Wind-Up


C O L O M B I A

MILLICOM INT'L: Colombian Merger No Impact on Fitch Ratings


D O M I N I C A N   R E P U B L I C

* DOMINICAN REP: Lawmakers Approve US$2.1-Bil. Bond, Public Debt


G U A T E M A L A

* GUATEMALA: Fitch Assigns 'BB+' Rating to US$700MM Global Bond
* GUATEMALA: S&P Assigns 'BB' Rating on US$700MM Bond Due 2028


J A M A I C A

DEVELOPMENT BANK OF JAMAICA: Suffers Big Drop in Assets


M E X I C O

AXTEL SAB: Debt Reduction Prompts Moody's to Lift CFR to 'Caa1'
CENTRAL AMERICA: S&P Affirms 'BB' Corporate Credit Rating
CONTROLADORA MABE: Fitch Affirms 'BB+' Issuer Default Rating


V E N E Z U E L A

BANCO DEL CARIBE: Fitch Affirms 'B' Issuer Default Rating
BANESCO BANCO: Fitch Affirms 'B' Issuer Default Rating
MERCANTIL CA: Fitch Affirms 'B+' Issuer Default Rating


                            - - - - -


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


YPF SA: Faces Lawsuit by U.S. Investors Over Share Offering
-----------------------------------------------------------
Chris Dolmetsch at Bloomberg News reports that YPF SA, the crude-
oil producer that was seized by the Argentine government last year
from Madrid-based Repsol SA, was sued by an investor who accused
the company of making false statements before its March 2011
public offering.

The report relates that the company, its directors and the
offering's underwriters made misleading and untrue statements in a
prospectus and in documents filed with the U.S. Securities and
Exchange Commission, according to a complaint filed by Michigan's
Monroe County Employees Retirement System in federal court in
Manhattan.

The underwriters include Morgan Stanley, Goldman Sachs Group Inc.
and Credit Suisse Group AG.

The registration didn't disclose that the company faced a risk of
nationalization by the Argentine government, which had increased
because of the failure to "adequately produce oil and gas within
Argentina" and reinvest a "substantial portion" of profits into
operations, according to the complaint, according to Bloomberg
News.

Bloomberg News relates that the Michigan pension fund also said
YPF failed to disclose that it was in breach of its concession
contracts with provinces in Argentina and that nationalization
"would likely have a severe adverse effect on shareholders and "on
the company's market value."

Madrid-based Repsol SA was also named as a defendant in the suit,
Bloomberg News discloses.

The case is Monroe County Employees Retirement System, 13- cv-
0842, U.S. District Court, Southern District of New York
(Manhattan).



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


HARBOUR LOBSTER: Court Discharges Receivership
----------------------------------------------
Barbara Walkin at The Freeport News report that following a
decision by the court to discharge the receivership of Harbour
Lobster and Fish Company Ltd., owner Jeff Butler said that the
receivers had no idea how to "run" a food store.

However, receiver Phillip Galanis is refuting Mr. Butler's claims,
according to The Freeport News.

In an interview, the report relates Mr. Butler maintained that
during the five-month period that his business was in the hands of
receivers, the company lost a considerable amount of money.  The
report relays that Mr. Butler explained that the company went into
receivership back in September 2012.

"They went behind my back, I knew nothing about it and it took us
this long to get them out because they knew it was an illegal
appointment. . . . The figures from January 2012 when Ron Jones
and I ran the market show that we made $1,023,521.00, but under
the receivers in January 2013 it was $582,000," the report quoted
Mr. Butler as saying.

Mr. Butler, the report notes, claimed that prior to September
every week they would spend up to $150,000 - $160,000 in Florida
on inventory and the store was jammed packed with groceries.
However, the report discloses Mr. Butler maintained that, for
example, the receivers only spent $46,000 on inventory.

The report says that Mr. Butler's woes became public last year
when he and landlord, Hannes Babak engaged in an issue over the
number of parking slots allotted for the supermarket.

It was then, Mr. Butler said that he once again refused to pay
rent to the owners LT Investments, because the owners owed him
more than he owed them, the report notes.

Following a back-and-forth very public verbal battle, Mr. Babak
filed with the courts for Butler's to go into receivership, with
the intent that he be paid what was owing to him, the report says.

Meanwhile, the report relates that Mr. Galanis explained that the
court's discharge of the issue came because of improved service of
the initial summons.  "It had nothing to do with the
receivership," the report quoted Mr. Galanis as saying.

The report discloses that Mr. Galanis claimed that the company was
poorly managed," . . . . so much so that he wasn't paying the rent
and as the receivers we could not get our fees.  We are still owed
fees as receivers."



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


3G SELECT: Commences Liquidation Proceedings
--------------------------------------------
On Nov. 21, 2012, the shareholder of 3G Select Onshore Fund Ltd
resolved to voluntarily liquidate the company's business.

The company's liquidator is:

         3G Capital Partners Ltd
         c/o John O'Driscoll
         Walkers
         Walker House, 87 Mary Street, George Town
         Grand Cayman KY1-9001
         Cayman Islands
         Telephone: +1 345 914 4229


AJW OFFSHORE: Liquidators Receive U.S. Recognition
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AJW Offshore Ltd. and three affiliated funds
persuaded the bankruptcy judge in Central Islip, New York, to sign
an order recognizing the bankruptcy in the Cayman Islands as the
so-called foreign main proceeding.

Incorporated in the Cayman Islands, the funds appealed mostly to
foreign investors.  They were placed into liquidation in April and
December by the Grand Court of the Cayman Islands.

The liquidators intend to utilize Chapter 15 to secure books and
records in the U.S. now in possession of third parties.

They also intend to pursue discovery that might lead to lawsuits.

The liquidators said the funds were part of a "scheme to keep up
the appearance that the investments made by the AJW Funds were
successful when, in fact, they were not."  The liquidators said
the funds typically invested in the stock of startup companies or
distressed businesses that "could not obtain financing from more
traditional sources."

                        About AJW Offshore

Liquidators of AJW Offshore, Ltd., and three affiliates filed
Chapter 15 petitions (Bankr. E.D.N.Y. Case No. 8-70078) on Jan. 7,
2013 in Central Islip, New York, in the United States to seek
recognition of the liquidation supervised by the Cayman Islands
Grand Court.

Before succumbing to liquidation, the Offshore Funds were engaged
in private investments in public equities (PIPE). They traded at
the distressed end of the market, predominantly providing funding
to businesses that could not obtain financing from traditional
sources.


AUSTRALIA ACQUISITION: Commences Wind-Up Proceedings
----------------------------------------------------
On Nov. 15, 2012, the shareholders of Australia Acquisition Corp.
resolved to voluntarily wind up the company's operations.

Only creditors who were able to file their proofs of debt by
Dec. 18, 2012, will be included in the company's dividend
distribution.

The company's liquidators are:

         Peter Ziegler
         Ian Zimmer
         Peter O'Brien
         Marion Igarashi
         Level 9 Podium, 530 Collins Street
         Melbourne, Victoria 3000, Australia


BLUEALPHA GLOBAL: Placed Under Voluntary Wind-Up
------------------------------------------------
On Nov. 21, 2012, the sole shareholder of Bluealpha Global
Absolute Return Fund Limited resolved to voluntarily wind up the
company's operations.

The company's liquidator is:

         Avalon Management Limited
         Reference: GL
         Telephone: (+1) 345 769 4422
         Facsimile: (+1) 345 769 9351
         Landmark Square, 1st Floor
         64 Earth Close, West Bay Beach
         PO Box 715, George Town
         Grand Cayman KY1-1107
         Cayman Islands


CIL INDEA: Placed Under Voluntary Wind-Up
-----------------------------------------
On Nov. 21, 2012, the sole shareholder of Cil Indea Limited
resolved to voluntarily wind up the company's operations.

Only creditors who were able to file their proofs of debt by
Dec. 27, 2012, will be included in the company's dividend
distribution.

The company's liquidator is:

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


CINEMARK SP: Shareholders Receive Wind-Up Report
------------------------------------------------
On Dec. 27, 2012, the shareholders of Cinemark S.P., Inc. received
the liquidator's report on the company's wind-up proceedings and
property disposal.

The company's liquidator is:

         Valmir Fernandes
         3900 Dallas Parkway
         Suite 500 Plano, Texas 75093
         Telephone: +1 972.665.1024
         Facsimile: +1 972.665.1003


FRUIT OF: Placed Under Voluntary Wind-Up
----------------------------------------
On Nov. 5, 2012, the sole member of Fruit of the Loom Operating
Ltd. resolved to voluntarily wind up the company's operations.

Only creditors who were able to file their proofs of debt by
Jan. 18, 2013, 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, Shedden Road, 5th Floor
         PO Box 866 Grand Cayman KY1-1103
         Cayman Islands


GI ASSET: Commences Liquidation Proceedings
-------------------------------------------
On Nov. 19, 2012, the sole shareholder of GI Asset Management Ltd.
resolved to voluntarily liquidate the company's business.

Only creditors who were able to file their proofs of debt by
Jan. 4, 2013, will be included in the company's dividend
distribution.

The company's liquidator is:

         Peter Van Zoost
         Tovel Suite
         PO Box 4643
         Road Town VG1110, Tortola
         USA


GREENWICH INVESTABLE: Placed Under Voluntary Wind-Up
----------------------------------------------------
On Nov. 19, 2012, the sole shareholder of Greenwich Investable
Index Groups Fund SPC, Ltd. resolved to voluntarily wind up the
company's operations.

Only creditors who were able to file their proofs of debt by
Dec. 24, 2012, will be included in the company's dividend
distribution.

The company's liquidator is:

         Ogier
         c/o Jacqueline Haynes
         Telephone: (345) 815-1759
         Facsimile: (345) 949-9877
         89 Nexus Way, Camana Bay
         Grand Cayman KY1-9007
         Cayman Islands


HUTCHISON TELECOMMUNICATIONS: Placed Under Voluntary Wind-Up
------------------------------------------------------------
On Nov. 20, 2012, the sole shareholder of Hutchison
Telecommunications (TH) Limited resolved to voluntarily wind up
the company's operations.

Only creditors who were able to file their proofs of debt by
Dec. 24, 2012, will be included in the company's dividend
distribution.

The company's liquidator is:

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


LONGACRE CREDIT: Commences Liquidation Proceedings
--------------------------------------------------
On Nov. 21, 2012, the shareholders of Longacre Credit Event
Offshore Fund, Ltd. resolved to voluntarily liquidate the
company's business.

Only creditors who were able to file their proofs of debt by
Jan. 2, 2013, will be included in the company's dividend
distribution.

The company's liquidator is:

         Mourant Ozannes Cayman Liquidators Limited
         Reference: Marco Archer
         Telephone: (+1) 345 949 4123
         Facsimile: (+1) 345 949 4647; or

         Mourant Ozannes Cayman Liquidators Limited
         Reference: Peter Goulden
         Telephone: (+1) 345 949 4123
         Facsimile: (+1) 345 949 4647
         94 Solaris Avenue, Camana Bay
         P.O. Box 1348, George Town Grand Cayman KY1-1108
         Cayman Islands


MELLON SL CAYMAN: Commences Liquidation Proceedings
---------------------------------------------------
On Oct. 16, 2012, the sole shareholder of Mellon SL Cayman Fund
resolved to voluntarily liquidate the company's business.

Only creditors who were able to file their proofs of debt by
Dec. 27, 2012, will be included in the company's dividend
distribution.

The company's liquidator is:

         Appleby Trust (Cayman) Ltd.
         Clifton House, 75 Fort Street
         PO Box 1350 Grand Cayman KY1-1108
         Cayman Islands


NATURALLY CAYMAN: Placed Under Voluntary Wind-Up
------------------------------------------------
On Nov. 22, 2012, the shareholders of Naturally Cayman Ltd
resolved to voluntarily wind up the company's operations.

Only creditors who were able to file their proofs of debt by
Jan. 2, 2013, will be included in the company's dividend
distribution.

The company's liquidator is:

         Stephen Herron
         P.O. Box 1004 Grand Cayman KY1-1503
         Cayman Islands
         Telephone: 345-916-0200


PERENNIAL OFFSHORE: Placed Under Voluntary Wind-Up
--------------------------------------------------
On Nov. 22, 2012, the sole shareholder of Perennial Offshore Ltd.
resolved to voluntarily wind up the company's operations.

Only creditors who were able to file their proofs of debt by
Dec. 27, 2012, will be included in the company's dividend
distribution.

The company's liquidator is:

         Ogier
         c/o Jacqueline Haynes
         Telephone: (345) 815-1759
         Facsimile: (345) 949-9877
         89 Nexus Way, Camana Bay
         Grand Cayman KY1-9007
         Cayman Islands


PRODIGAL EQUITY: Commences Liquidation Proceedings
--------------------------------------------------
On Nov. 22, 2012, the sole shareholder of Prodigal Equity Relative
Value Fund resolved to voluntarily liquidate the company's
business.

Only creditors who were able to file their proofs of debt by
Jan. 2, 2013, will be included in the company's dividend
distribution.

The company's liquidator is:

         Intertrust Corporate Services (Cayman) Limited
         Reference: Jennifer Chailler
         Telephone: (+1) 345 914 3115
         Facsimile: (+1) [insert]
         87 Mary Street, George Town
         Grand Cayman KY1-9005
         Cayman Islands


ROCKHAMPTON ASIA: Shareholder Receives Wind-Up Report
-----------------------------------------------------
On Dec. 27, 2012, the sole shareholder of Rockhampton Asia Fund
(OG-176818) received the liquidator's report on the company's
wind-up proceedings and property disposal.

The company's liquidator is:

         Simon Atkinson
         Telephone: 81-03-5114-1296
         Facsimile: 81-03-5114-1150


ROSA TORRES: Placed Under Voluntary Wind-Up
-------------------------------------------
At an extraordinary general meeting held on Nov. 21, 2012, the
shareholder of Rosa Torres resolved to voluntarily wind up the
company's operations.

The company's liquidator is:

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


SENTIENT EXECUTIVE: Placed Under Voluntary Wind-Up
--------------------------------------------------
On Nov. 23, 2012, the sole shareholder of Sentient Executive MLP1,
Limited resolved to voluntarily wind up the company's operations.

The company's liquidator is:

         Avalon Management Limited
         Reference: GL
         Telephone: (+1) 345 769 4422
         Facsimile: (+1) 345 769 9351
         Landmark Square, 1st Floor
         64 Earth Close, West Bay Beach
         PO Box 715, George Town Grand Cayman KY1-1107
         Cayman Islands


STANLEY HOLDINGS: Placed Under Voluntary Wind-Up
------------------------------------------------
At an extraordinary general meeting held on Nov. 23, 2012, the
shareholders of Stanley Holdings Limited resolved to voluntarily
wind up the company's operations.

Only creditors who were able to file their proofs of debt by
Jan. 3, 2013, will be included in the company's dividend
distribution.

The company's liquidator is:

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


SURANYA GLOBAL: Placed Under Voluntary Wind-Up
----------------------------------------------
On Dec. 9, 2011, the sole shareholder of Suranya Global
Opportunities Master Fund, Ltd. resolved to voluntarily wind up
the company's operations.

Only creditors who were able to file their proofs of debt by
Dec. 24, 2012, will be included in the company's dividend
distribution.

The company's liquidator is:

         Ogier
         c/o Shameer Jasani
         Telephone: (345) 815-1802
         Facsimile: (345) 949-9877
         89 Nexus Way, Camana Bay
         Grand Cayman KY1-9007
         Cayman Islands



===============
C O L O M B I A
===============


MILLICOM INT'L: Colombian Merger No Impact on Fitch Ratings
-----------------------------------------------------------
Fitch Rating believes the proposal to merge Colombia Movil S.A.
with UNE EPM Telecomunicaciones S.A. E.S.P. (rated 'AAA(col)' by
Fitch) should not affect Millicom International Cellular, S.A.'s
'BB+' ratings. MIC has stated that it does not anticipate net debt
to EBITDA to exceed 1.5x after this transaction, which is in line
with Fitch's expectations. Fitch believes a successful merger will
improve the competitive position of the resulting entity in
Colombia, as they offer complementary services. Fitch also
believes there is some room to achieve synergies.

UNE is the incumbent fixed telecommunications provider in Medellin
and has the leading market share in fixed broadband with a 27%
share in Colombia. UNE holds a nation-wide second place in fixed
line and pay-tv market share with 27% and 29% shares,
respectively. In addition, UNE has a 25% stake in Colombia Movil,
where MIC has a 50% plus one share. Fitch expects the combined
entity to have annual revenues of approximately US$1.7 billion.

MIC's ratings are supported by the company's geographically
diversified portfolio; leading market positions in most of its
markets; value added services orientation; and expectation of
moderate leverage, good liquidity and pre-dividend free cash flow
generation. The ratings are tempered by exposure to markets with
low sovereign ratings and low GDP per capita, pricing pressures,
debt allocation between subsidiaries and holding, shareholder
returns policy and recent M&A activity.

The ratings reflect MIC's leading positions in the majority of its
markets, resulting in free cash flow generation. For the 12 months
ended Sept. 30, 2012 approximately 65% of EBITDA was generated in
countries where the company has the leading market share in mobile
services. Strong brand recognition and extensive distribution
networks helps the company mitigate a strong competitive
environment, particularly in mobile voice.

The ratings incorporate that MIC's net debt to EBITDA (after
corporate expenses) should be close to 1.5x over the long term.
The company has historically maintained a strong liquidity
position with high cash balances. Fitch remains concerned that the
investment in Rocket could require additional capital injections,
which could cause Millicom's leverage to increase over the medium
term.

Fitch currently rates MIC and to MIC Africa BV as follows:

MIC:
--Local Currency Issuer Default Rating (IDR) 'BB+';
--Foreign Currency IDR 'BB+'.

The Rating Outlook is Stable.



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


* DOMINICAN REP: Lawmakers Approve US$2.1-Bil. Bond, Public Debt
----------------------------------------------------------------
Dominican Today reports that the Chamber of Deputies approved a
US$1.0 billion bond and a government debt by more than
RD$45.0 billion (US$1.1 billion), 95 votes for and 18 against.

Both initiatives say the bonds will be placed in the local market
through auctions, including local and foreign investors, with
direct bank loans obtained in the financial system, according to
Dominican Today.

The report relates that the ruling PLD party deputies spokesman
Gustavo Sanchez, and finance committee chair Marino Collante asked
the full floor to expedite the procedures, for which the lower
Chamber fast-tracked the approval.

The Senate had approved the bills submitted by the executive
branch last week and aim to finance the deficit of the 2013 public
debt, the report says.



=================
G U A T E M A L A
=================


* GUATEMALA: Fitch Assigns 'BB+' Rating to US$700MM Global Bond
---------------------------------------------------------------
Fitch Ratings has assigned a long-term foreign currency rating of
'BB+' to the Republic of Guatemala's USD700 million Global bond
(4.875% coupon) maturing on Feb. 13, 2028. The rating is in line
with Guatemala's foreign currency Issuer Default Rating.

The proceeds will be used to repay current indebtedness, finance
social and investment programs and capital expenditures as part of
the government's 2013 financing plan.


* GUATEMALA: S&P Assigns 'BB' Rating on US$700MM Bond Due 2028
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB' issue
rating and '3' recovery rating on the Republic of Guatemala's
US$700 million bond due in 2028.  S&P's 'BB/B' foreign currency
and 'BB+/B' local currency sovereign credit ratings on Guatemala
remain unchanged.  The outlook on the long-term ratings remains
stable.

"The ratings on Guatemala reflect its gradually improving
prospects for GDP growth and tax revenue and the implications
these factors could have on the country's fiscal prospects over
the next few years," said Standard & Poor's credit analyst
Sebastian Briozzo.  "We expect real GDP per capita growth to
improve to 1.3% in 2013 and 2014 despite the uncertainty in the
global economy.  Together, with an expected gradual increase in
Guatemala's tax burden of about 1% of GDP between 2012 and 2014,
these developments could stabilize Guatemala's increasing net
general government debt burden at 20% of GDP in 2014."

Guatemala will use the proceeds from these new issuances to cover
the debt service on outstanding obligations as well as to finance
the government spending plans on social and investment projects.

"The expected improvement in economic growth and fiscal revenues
should diminish the downside risks for Guatemala at the current
rating level," said Mr. Briozzo.  "However, the country is
unlikely to generate sufficient resources to make rapid progress
in economic and social development or public security."

The stable outlook balances Guatemala's improving growth prospects
and fiscal and inflation performance against its limited fiscal
flexibility stemming from low revenues and high infrastructure,
social, and security needs.  Additional progress on a reform
agenda that improves Guatemala's business climate and growth
momentum and, at the same time, generates more fiscal resources to
finance a more comprehensive social and security policy could lead
to an upgrade.  On the contrary, signs of greater political
polarization, deterioration in public security, higher inflation,
or wider external or fiscal deficits could lead to a downgrade of
the sovereign.



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


DEVELOPMENT BANK OF JAMAICA: Suffers Big Drop in Assets
-------------------------------------------------------
RJR News reports that the latest annual report of the Development
Bank of Jamaica (DBJ) shows it has suffered a big drop in assets.

The entity's assets as at March 31, 2012 were valued at J$22.6
billion, a decrease of J$26.3 billion or 53% below the J$48.9
billion recorded in the previous year, according to RJR News.

RJR News relates that this was due directly to the repayment of a
National Road Operating and Construction Company (NROCC) loan
during the financial year.

There was a simultaneous impact on loans payable and hence
liabilities fell by J$26.9 billion, RJR News discloses.



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


AXTEL SAB: Debt Reduction Prompts Moody's to Lift CFR to 'Caa1'
---------------------------------------------------------------
Moody's Investors Service upgraded Axtel's Corporate Family Rating
to Caa1 from Caa2. Simultaneously, Moody's upgraded Axtel's
existing senior unsecured global notes to Caa2 from Ca. These
actions complete the ratings review period started in December 27,
2012. The outlook on the ratings is stable.

The following debt instruments were affected:

USD132,990 thousand in 7.627% senior unsecured notes due 2017:
Upgraded to Caa2 from Ca

USD134,574 thousand in 9% senior unsecured notes due 2019:
Upgraded to Caa2 from Ca

Moody's does not rate Axtel's new notes, issued in January 2013.

Ratings Rationale

The ratings upgrade was based on meaningful debt reduction of
about USD 226 million associated with the exchange of USD 497
million in old notes for USD 271 million in new notes plus USD 83
million in cash. The upgrade further considers USD 88 million in
additional net debt reduction with proceeds from the sale and
leaseback of 883 towers to American Tower.

The 2017 and 2019 notes are rated one notch below Axtel's Caa1
Corporate Family Rating because they are effectively subordinated
to the secured exchanged notes, which comprise 50% of the
company's total debt outstanding.

Axtel's capital structure now consists of about USD 133 million in
7.625% senior unsecured global notes due 2017; USD 135 million in
9.00% senior unsecured notes due 2019; USD 249 million in recently
issued 7% senior secured notes due 2020; and USD 22 million in 7%
Peso-denominated senior secured convertible dollar-indexed notes
due 2020. This capital structure translates into an improved
leverage and interest coverage (as adjusted by Moody's) of 3.4
times proforma from 3.9 times actual and 4.0 times pro forma from
3.6 times actual, respectively, as of September 30, 2012.

Axtel's Caa1 corporate family rating reflects uncertainties around
litigations on interconnection and termination rates both with
Mexican mobile and wireline telcos. If final decisions are adverse
to Axtel, these could have a significant impact on its liquidity
position. Although the sale of towers contributed to an improved
liquidity profile, uncertainties around disputes on telecom
tariffs plus the company's need to increase capex in order to grow
revenues will continue to place pressure on its liquidity
situation. In its assessment of Axtel's liquidity risk, Moody's
assumed that Axtel will hedge foreign exchange exposure related at
least to interest payments on the USD debt outstanding.

Axtel's ratings also consider the company's weak operating
performance in recent years, given the highly competitive nature
of the telecom industry in Mexico; a small revenue size; and the
negative free cash flow generation. Somewhat mitigating these
credit negatives is Axtel's greater network investments over the
last couple of years and the quality of its network.

The stable ratings outlook is based on Moody's belief that, over
the next 12 to 18 months, there will be no material change in
Axtel's operating performance.

A strengthened liquidity position could support a positive rating
action. Specifically, if the disputes on telecom rates result in a
favorable decision for Axtel, its ratings could be upgraded.
However, for any positive rating action to occur it is necessary
that Axtel's core operations improve, with prospects for
consistent positive free cash flow generation.

Should Axtel's liquidity position weaken further from unfavorable
legal decisions on telecom rates, modest operating results and
continued negative free cash flow generation, its ratings could
experience downward pressure. An underperformance of Axtel's
business that does not allow for an improvement in interest
coverage from current low levels or that drive adjusted
debt/EBITDA above 4 times for an extended period of time would
also pressure the ratings.

The last rating action on Axtel was on December 27, 2012.

The principal methodology used in this rating was the Global
Telecommunications Industry Methodology published in December
2010.

Based in Monterrey, Nuevo Leon, Mexico, Axtel is a local telephone
company providing bundled products including voice, data and
Internet services to business and residential users within Mexico.
Axtel is the second largest fixed line telecom in Mexico. During
the last twelve months ended in September 30, 2012, the company's
revenues reached USD 792 million with a 34.1% adjusted EBITDA
margin.


CENTRAL AMERICA: S&P Affirms 'BB' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on The Central America Bottling Corp. (CabCorp).  At
the same time, S&P affirmed the 'BB' rating on its senior
unsecured notes due 2022.  The outlook is stable.

S&P's ratings on CabCorp reflect the country and macroeconomic
risks where the company operates, the company's high proportion of
dollar-denominated debt, and its exposure to commodity price
volatility.  However, the company's leading position in bottled
beverage markets in Latin America, its extensive distribution
network, relatively low industry cyclicality, and stable cash-flow
generation mitigate these factors.  S&P considers the company's
business risk profile as "fair" and its financial risk profile as
"significant."

"The 'BB' rating on its notes reflects the upstream guarantees
that most of CabCorp's subsidiaries provide, mitigating the notes'
structural subordination.  According to S&P's criteria, these
guarantees are sound since the company used about 60% of the
notes' proceeds to prepay the debt of its subsidiaries and used
most of the remainder to acquire Ecuador-based Grupo Tesalia,"
said Standard & Poor's credit analyst Laura Martinez.  S&P expects
Grupo Tesalia to guarantee CabCorp's existing senior unsecured
debt in the next two to three quarters.


CONTROLADORA MABE: Fitch Affirms 'BB+' Issuer Default Rating
------------------------------------------------------------
Fitch Ratings has affirmed the ratings of Controladora Mabe, S.A.
de C.V. as:

-- Foreign currency Issuer Default Rating (IDR) at 'BB+';
-- Local currency IDR at 'BB+';
-- 6.5% senior unsecured notes due 2015 at 'BB+';
-- 7.875% senior unsecured notes due 2019 at 'BB+'.

The Rating Outlook is revised to Positive from Stable.

The revision of the Outlook to Positive reflects Fitch's view that
the current trend on Mabe's results, cash generation and credit
metrics will continue given the momentum of the operating
environment, strong business position and brand power. Consistent
strengthening in the company's total debt to EBITDA ratio with a
firm commitment of maintaining it at or below 2.5 times (x) along
the economic cycles will support an upgrade. Conversely,
volatility in the company's profitability, free cash flow (FCF)
generation and gross leverage in the range of 3.0x will likely
result in the Outlook being revised to Stable.

Mabe's ratings reflect its geographic diversification and strong
business position across all markets where it has a presence that
in turn have allowed it to maintain revenue growth and solid
pricing power. The ratings continue to be supported by the
company's long-term relationship and joint venture with General
Electric (GE) which provides access to joint development of
products and services, as well as efficiencies in the supply
chain. Mabe's ratings are tempered by a highly competitive
environment, exposure to commodity prices and foreign exchange
volatility as well as leverage levels.

Strong Market Position:

Mabe holds a strong business position in most of the Latin
American markets in which it is present. The company has 17
manufacturing facilities located in Mexico, Canada, Costa Rica,
Ecuador, Colombia, Brazil and Argentina which allow it to serve
different markets under competitive conditions. Mabe continues to
focus on offering a wide product portfolio under a multi-brand
strategy that targets all socioeconomic levels, in conjunction
with the long term manufacturing and export agreements with GE.

Long-Term Relationship With GE:

Mabe ratings continue to be supported by the long-term
relationship with GE. Under the export agreements signed between
both companies, Mabe manufactures and exports gas and electric
ranges, refrigerators and cloth dryers sold by GE in the U.S.
During 2012, the company signed a new 10 year agreement with GE
for the production of dryers in its Saltillo plant in Mexico. In
2009, GE expressed its intention to invest USD1 billion through
2014 in its home appliances segment in the U.S. in order to
strengthen its domestic manufacturing capabilities and job
creation. Fitch believes the latter is an indication of the
permanence of GE in the appliances segment in the long term.

Operating Performance Improving; Challenges Still Ahead:

Fitch expects Mabe results for 2012 will improve reflecting slight
volume increases, strong pricing initiatives in the domestic
markets in conjunction with better sales mix, continued strong
cost and expenses control efforts supporting operating margins, as
well as stable commodity prices and foreign exchange during the
year. Importantly, the reorganization of the company's operations
in Brazil is at an advanced stage, resulting in expected breakeven
or slightly positive EBITDA for the operations in the country.
Strong competition in all markets and input costs volatility, in
conjunction with lower growth in Latin America and sluggish
recovery in the U.S. are expected to remain as the main challenges
for Mabe.

Solid FCF Generation Used To Reduce Debt:

Mabe's ratings reflect the company's sound FCF generation across
the recent economic cycle. Mabe's cash flow management efforts
allowed it to reduce working capital requirements and generate
positive cash flow from operations (CFFO), which was used
primarily to reduce debt levels to USD728 million at Sept. 30 2012
from over USD1 billion at year-end 2008.

For the latest 12 months (LTM) ended in Sept. 30 2012, the company
generated USD280 million in EBITDA, an improvement of 12% compared
to the same period of 2011. Fitch estimates for the full year 2012
EBITDA of around USD290 million-USD300 million. Mabe's total debt
to EBITDA for the LTM period ended Sept. 30, 2012 was 2.6x,
compared to 3.0x and 3.2x at year-end 2011 and 2010 reflecting
higher operating margins. Fitch expects Mabe's leverage ratio will
gradually strengthen during 2013 and 2014.

For the next two years, Fitch expects the company will use cash
flows to support capex of approximately USD120 million, mainly to
deploy investments toward increasing capacity, IT projects
implementation and normal maintenance and replacement, resulting
in neutral to slightly positive FCF and stable debt levels.
Improvement in the gross leverage ratios mainly will be associated
with higher operating generation.

Adequate Liquidity and Extended Debt Maturity Profile:

At Sept. 30 2012, the company's total debt was USD728 million,
with short-term debt of USD96 million and cash balances of USD79
million. During 2012, Mabe extended the maturity of USD131 million
of the senior notes due 2015 to 2019. Scheduled debt maturities
for the fourth quarter of 2012, 2013, 2014 and 2015 are USD28
million, USD91 million, USD58 million and USD84 million,
respectively. The company maintains good access to bank loans and
debt capital markets which in conjunction of cash balances and FCF
generation should be sufficient to face short-term debt
maturities.

SENSITIVITY/RATING DRIVERS

Positive factors for Mabe's credit quality include a firm
management commitment to maintain total debt to EBITDA at or below
2.5x in the long term, in conjunction with stable profitability
and strong liquidity.

Factors that could result in negative rating actions include large
debt financed acquisitions, deterioration in profitability and
cash flow generation from lower demand, competitive and/or input
costs pressures, resulting in the perception of gross leverage
levels to be consistently above 3.0x.



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


BANCO DEL CARIBE: Fitch Affirms 'B' Issuer Default Rating
---------------------------------------------------------
Fitch Ratings has affirmed Venezuela-based Banco del Caribe, C.A.
Banco Universal's Issuer Default Rating (IDR) at 'B' with a Stable
Rating Outlook. Additionally, Fitch affirmed National Ratings of
Bancaribe and its subsidiary Banco de la Gente Emprendedora, C.A.

Rating Action Rationale

Bancaribes's IDR is driven by its financial strength reflected in
its Viability Rating (VR). The bank's IDRs are one notch below the
Sovereign's ratings (local and foreign currency IDRs 'B+'; Outlook
Negative by Fitch).

Fitch affirmed Bancaribes's VR and IDR ratings based on the bank's
overall good financial performance, despite the high degree of
government intervention in the banking business. In Fitch's
opinion, Bancaribe's successful sound loan growth strategy in
recent years has underpinned its resilient credit risk profile and
historic profitability levels, despite Venezuela's inherent
operational volatility.

Fitch believes that the shareholders' willingness to provide
support should it be required is possible, though it cannot be
relied upon due to the governments interference with the banking
system, underpinning Bancaribe's Support Rating of '5'.
Bancaribe's Support Rating Floor of 'No Floor' reflects
Venezuela's speculative grade rating, and the government's limited
willingness and capacity to provide support.

Sensitivities/Rating Drivers

IDRS, VR, AND NATIONAL RATINGS

Bancaribe's ratings reflect its resilient performance in a
challenging environment, good asset quality, comparably higher
profitability (even when accounting for inflation), and low
liquidity risk relative to other similarly rated peers. Comparably
weaker capitalization ratios, relatively higher deposit funding
concentration, and the negative effects of government intervention
over the banking business and overall private sector activities
continue to constrain the bank's ratings.

The Rating Outlook for the long-term IDRs is Stable. Positive
rating actions will be limited as the Sovereign's IDRs currently
has a Negative Outlook. A significant deterioration in the bank's
asset quality which hinders its equity loss absorption capacity
and pressures the bank's Fitch core capital ratio to a level below
10% could pressure the bank's ratings downward, although this is
not Fitch's base case scenario.

In the event of a sovereign ratings downgrade, Bancaribe's
national ratings are not expected to be negatively affected. In
Fitch's opinion, Bancaribe's credit risk profile will maintain its
relative position compared with its local peers.

SUPPORT RATING AND SUPPORT RATING FLOOR

There is limited upside to the bank's support rating and support
rating floor over the medium term given the sovereign's current
ratings and Outlooks and the government's propensity to intervene
in the banking business and overall private sector activities.

BANGENTE's SENSITIVITIES/RATING DRIVERS

Bangente's long-term national rating is one notch below
Bancaribe's national rating, and is driven by the probability of
direct or indirect support that will be provided by Bancaribe,
should it be required. Fitch considers Bangente a strategic
operation for Bancaribe, its majority shareholder (89%).

Bangente's ratings are sensitive to a change in Bancaribe's credit
risk profile. Given Fitch's view on the parent's support
propensity, Fitch would maintain Bangente's long term national
rating one notch below that of Bancaribe in the event of a change
in the parent's rating. .

Bancaribe is a mid-size bank in Venezuela. The bank has a strong
competitive position in the middle market with adequate coverage
in most of the country's regions. Bangente is a small-size
microfinance bank.

Fitch has affirmed these ratings for Bancaribe:

--Long-term foreign and local currency IDRs at 'B'; Outlook
   Stable;
--Short-term foreign and local currency ratings at 'B';
--Viability rating at 'b';
--Support at '5';
--Support floor 'NF';
--Long-term national-scale rating at 'A+(ven)';
--Short-term national-scale rating at 'F1(ven)';

Fitch has affirmed these ratings for Bangente:

--Long-term national-scale rating at 'A(ven)';
--Short-term national-scale rating at 'F1(ven)';


BANESCO BANCO: Fitch Affirms 'B' Issuer Default Rating
------------------------------------------------------
Fitch Ratings has affirmed Venezuela-based Banesco Banco
Universal's Issuer Default Rating (IDR) at 'B' with a Stable
Outlook.  BBU's long-term National Rating was upgraded to
'A+(ven)' from 'A(ven)'.

RATING ACTION RATIONALE

BBU's IDR is driven by its financial strength reflected in its
Viability Rating (VR). The bank's IDRs are one notch below the
sovereign's ratings (foreign and local currency IDRs 'B+'; Outlook
Negative).

Fitch affirmed BBU's VR and IDR ratings due to the bank's strong
overall financial performance in spite of the government's high
level of intervention in the banking business. In Fitch's opinion,
BBU's steady loan growth strategy combined with its reduced
funding cost structure has resulted in historically high
profitability ratios, despite Venezuela's inherent operational
volatility.

Fitch believes that the shareholders' willingness to provide
support should it be required is possible, though it cannot be
relied upon due to the government's interference with the banking
system, underpinning BBU's Support rating of '5'. Despite BBU's
systemic importance, its support rating of 'No Floor' (NF)
reflects Venezuela's speculative grade rating, and the
government's limited willingness and capacity to provide support.

Fitch upgraded BBU's LTNR to 'A+(ven)' from 'A(ven)', based on the
bank's comparably stronger financial performance relative to the
local market average. Sound credit growth and adequate financial
margin management has propelled BBU's ROAA ratios to peak levels.
Although profitability is expected to decline somewhat in 2013, it
will continue to compare favorably to local peers (large private
sector universal banks).

SENSITIVITIES/RATING DRIVERS - IDRS, VR, AND NATIONAL RATINGS

BBU's ratings reflect its improved performance in a challenging
environment, good asset quality, comparably higher profitability
(even when accounting for inflation) and low liquidity risk
relative to other similarly rated peers. The bank's ratings are
constrained by capitalization ratio pressures and the negative
effects of government intervention over the banking business and
overall private sector activities.

The Rating Outlook for the long-term IDRs is Stable. Positive
rating actions will be limited as the Sovereign's IDRs currently
have a Negative Outlook. Although this is not Fitch's base case
scenario, a significant deterioration in the bank's asset quality,
which hinders its equity loss absorption capacity and pressures
the bank's Fitch core capital ratio to a level below 10% could
pressure the bank's ratings downward.

In the event of a sovereign ratings downgrade, BBU's national
ratings are not expected to be negatively affected. In Fitch's
opinion, BBU's credit risk profile will remain strong relative to
its local peers.

SENSITIVITIES/RATING DRIVERS - SUPPORT RATING AND SUPPORT RATING
FLOOR

There is limited upside to the bank's support rating and support
rating floor over the medium term given the sovereign's current
ratings and Outlooks and the government's propensity to intervene
in the banking business and overall private sector activities.

BBU is the result of several mergers and is the largest private
bank in Venezuela, with 12.69% market share in terms of assets at
Sept. 30, 2012. It has been the leader in many segments,
especially in the consumer and middle-loan markets.

Fitch has affirmed these ratings for BBU:

--Long-term foreign and local currency IDRs at 'B'; Outlook
   Stable;
--Short-term foreign and local currency ratings at 'B';
--Viability rating at 'b';
--Support at '5';
--Support floor 'NF';
--Short-term national-scale rating at 'F1(ven)';

Fitch has upgraded these rating for BBU:

--Long-term national-scale rating to 'A+(ven)' from 'A(ven)'.


MERCANTIL CA: Fitch Affirms 'B+' Issuer Default Rating
------------------------------------------------------
Fitch Ratings has affirmed Venezuela-based Mercantil, C.A. Banco
Universal's Issuer Default Rating (IDR) at 'B+' with a Negative
Rating Outlook. Additionally, Fitch affirmed the National Ratings
of MB and its holding company Mercantil Servicios Financieros.

RATING ACTION RATIONALE

MB's IDR is driven by its financial strength reflected in its
Viability Rating (VR). MB's IDR ratings are at the same level as
the Sovereign (foreign and local currency IDRs 'B+'; Outlook
Negative).

Fitch affirmed MB's VR and IDR ratings as the bank remains well
positioned to deliver strong financial results, despite the high
degree of government intervention in the banking business. In
Fitch's opinion, the bank's senior management experience in
dealing with Venezuela's inherent economic and operational
volatility has also benefited MB's resilience to deterioration in
its credit profile.

Fitch believes that the shareholders' willingness to provide
support should it be required is possible, though it cannot be
relied upon due to the governments interference with the banking
system, underpinning MB's Support rating of '5'. Despite MB's
systemic importance, its support rating of 'No Floor' (NF)
reflects Venezuela's speculative grade rating, and the
government's limited willingness and capacity to provide support.

SENSITIVITIES/RATING DRIVERS - IDRS, VR, AND NATIONAL RATINGS

MB's ratings reflect its strong franchise, strong financial
performance in a challenging environment, healthy asset quality
sustained by an above-average risk control culture, comparably
higher profitability (even when accounting for inflation),
adequate capitalization, and low liquidity risk relative to other
similarly rated peers. The bank's ratings are constrained by the
sovereign's ratings and the negative effects of government
intervention over the banking business and overall private sector
activities.

MB's VR and IDR will be negative affected if the sovereign rating
is downgraded. MB's VR is strongly linked to the creditworthiness
of the sovereign, given its exposure to sovereign bonds, as well
as economic and operational ties. A significant deterioration in
the bank's asset quality which hinders its equity loss absorption
capacity could also result in downward pressure on the bank's
ratings, although not Fitch's base case scenario.

In the event of a sovereign ratings downgrade, MB's national
ratings are not expected to be negatively affected. In Fitch's
opinion, MB's credit risk profile will remain among the strongest
relative to its local peers.

SENSITIVITIES/RATING DRIVERS - SUPPORT RATING AND SUPPORT RATING
FLOOR

There is limited upside to the bank's support rating and support
rating floor over the medium term given the sovereign's current
ratings and Outlooks and the government's propensity to intervene
in the banking business and overall private sector activities.

MERCANTIL's SENSITIVITIES/RATING DRIVERS

Geographic business diversification, financial performance
improvements, solid loan portfolio quality, as well as adequate
unconsolidated liquidity and capitalization ratios underpin
MERCANTIL's national ratings. The holding company's ratings are
constrained by a challenging operational environment in Venezuela
and the USA.

There is limited upside potential for MERCANTIL's ratings
considering the expected challenging environment of its
subsidiaries and the existence of regulatory limits to upstream
dividends from MB. Although not Fitch's base case scenario,
significant leverage at the holding company level and / or
reductions of the main subsidiaries' income-generating capacity
could be negative for MERCANTIL's national ratings.

MB was the fourth largest bank in Venezuela at Sept. 30, 2012,
with almost 11.56% of market share in terms of assets. MB is 99.9%
owned by MERCANTIL, a holding company with major investments in
Venezuela and the USA, among others.

Fitch has affirmed the following ratings:

MB
--Long-term foreign and local currency IDRs at 'B+'; Outlook
   Negative;
--Short-term foreign and local currency ratings at 'B';
--Viability rating at 'b+';
--Support at '5';
--Support floor at 'NF';
--Long-term national-scale rating at 'AA+(ven)';
--Short-term national-scale rating at 'F1+(ven)'.

MERCANTIL
--Long-term national-scale rating at 'AA(ven)';
--Short-term national-scale rating at 'F1+(ven)';
--National Rating Senior Unsecured debt at 'A2' (local regulatory
   rating scale), equivalent to 'AA(ven)';
--National Rating Commercial Papers debt at 'A1' (local
   regulatory rating scale), equivalent to 'F1+(ven)'.


                            ***********


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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