TCRLA_Public/130307.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

           Thursday, March 7, 2013, Vol. 14, No. 47


                            Headlines



B R A Z I L

REDE ENERGIA: March 11 Perpetual Noteholders' Conference Call Set


C A Y M A N  I S L A N D S

APAC APEMM: Shareholders Receive Wind-Up Report
ATTARA MANAGEMENT: Shareholder Receives Wind-Up Report
BELLMAN WALTER: Shareholders Receive Wind-Up Report
CC HOLDINGS: Shareholder Receives Wind-Up Report
EVOLVED ALPHA: Shareholder Receives Wind-Up Report

EVOLVED ALPHA EQUITIES: Shareholder Receives Wind-Up Report
EVOLVED ALPHA FOX: Shareholder Receives Wind-Up Report
MITAKE INTERNATIONAL: Shareholder Receives Wind-Up Report
MUSE CORPORATION: Shareholders Receive Wind-Up Report
PINOT PACIFIC SA: Shareholders Receive Wind-Up Report

PREFERRED INVESTORS: Shareholder Receives Wind-Up Report
RED COBRA: Shareholder Receives Wind-Up Report
SAB FAMILY: Shareholders Receive Wind-Up Report
SEMAPHORE OFFSHORE: Shareholders Receive Wind-Up Report
SOGEPA MULTI-STRATEGY: Shareholder Receives Wind-Up Report

SOLA SPV II: Shareholder Receives Wind-Up Report
TEMPEST PE FUND 1: Shareholder Receives Wind-Up Report
TRITON CORPORATION: Shareholders Receive Wind-Up Report


J A M A I C A

UC RUSAL: Incurs US$55-Million Net Loss in 2012


M E X I C O

BANCO INTERACCIONES: Moody's Keeps Ba3 Long Term Sr. Debt Rating
BBVA MERCANTIL: Moody's Confirms Ba1 Rating on Subordinated Debt
HIPOTECARIA SU CASITA: S&P Cuts Rating on Class A Notes to 'CCC'
MBIA MEXICO: S&P Lowers Counterparty Credit Rating to 'CCC'
* Moody's Reports on Non-earmarked Transfers for Mexican States


V E N E Z U E L A

* VENEZUELA: Bonds Decline After Hugo Chavez Dies


X X X X X X X X

* Upcoming Meetings, Conferences and Seminars




                            - - - - -

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B R A Z I L
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REDE ENERGIA: March 11 Perpetual Noteholders' Conference Call Set
-----------------------------------------------------------------
Several holders of the Perpetual Notes issued by Rede Energia S.A.
have formed an informal ad hoc group in order to advance the value
of the Perpetual Notes they hold.  Rede is in a Brazilian
insolvency proceeding, and is expected to propose a debt
restructuring plan very soon. Once Rede proposes its restructuring
plan, there will be a creditors meeting to vote on the plan, which
will also likely take place soon.

To discuss specific steps Perpetual Noteholders should be taking
immediately to prepare for the creditors meeting, including the ad
hoc group's recommendation that the indenture trustee be replaced,
the ad hoc group will host a conference call for Perpetual
Noteholders on Monday, 11 March 2013 at 11:30 a. m., New York
time.  Rede's Brazilian insolvency will proceed very quickly, so
there is little time to prepare and to accomplish the replacement
of the indenture trustee.  Note holders are therefore encouraged
to join this conference call in all circumstances.  To join the
call, kindly contact the ad hoc group's legal counsel as quickly
as possible as follows:

Tim DeSieno                     Matthew Cursio
BINGHAM MCCUTCHEN LLP           BINGHAM MCCUTCHEN LLP
399 Park Avenue                 399 Park Avenue
New York NY 10022 USA           New York NY 10022 USA
Tel +1 212 705 7426             Tel +1 212 705 7277
E-mail: tim.desieno@bingham.com E-mail: matthew.cursio@bingham.com

                        About Rede Energia

Rede Energia SA, headquartered in Sao Paulo, Brazil, is a holding
company with interests mostly in the electricity distribution.
Through majority-owned subsidiaries Companhia de Energia Eletrica
do Estado do Tocantins - Celtins, Centrais Eletricas
Matogrossenses S.A. - Cemat, Centrais Eletricas do Para S.A. -
Celpa and Empresa Energ. do Mato Grosso Sul -- Enersul, the group
operates concessions to distribute electricity in the states of
Tocantins, Mato Grosso, Para and Mato Grosso do Sul,
respectively.



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


APAC APEMM: Shareholders Receive Wind-Up Report
-----------------------------------------------
On Jan. 21, 2013, the shareholders of Apac Apemm Fund received the
liquidator's report on the company's wind-up proceedings and
property disposal.

The company's liquidator is:

         John Ralph Wardlaw
         c/o Lewis Holdway
         20 Queen Street
         Melbourne Victoria
         Australia
         Telephone: (613) 9629-9629
         Facsimile: (613) 9629-9630


ATTARA MANAGEMENT: Shareholder Receives Wind-Up Report
------------------------------------------------------
On Jan. 24, 2013, the shareholder of Attara Management, Ltd
received the liquidator's report on the company's wind-up
proceedings and property disposal.

The company's liquidator is:

         Ian D. Stokoe
         c/o Sarah Moxam
         Telephone: (345) 914-8634
         Facsimile: (345) 945-4237
         PO Box 258 Grand Cayman KY1-1104
         Cayman Islands


BELLMAN WALTER: Shareholders Receive Wind-Up Report
---------------------------------------------------
The shareholders of Bellman Walter Global Fund Ltd. received the
liquidator's report on the company's wind-up proceedings and
property disposal.

The company's liquidator is:

         Jeffrey Bellman
         4040 Civic Center Drive
         Suite 200, San Rafael
         CA 94903
         USA


CC HOLDINGS: Shareholder Receives Wind-Up Report
------------------------------------------------
On Jan. 18, 2013, the shareholder of CC Holdings Limited received
the liquidator's report on the company's wind-up proceedings and
property disposal.

The company's liquidator is:

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


EVOLVED ALPHA: Shareholder Receives Wind-Up Report
--------------------------------------------------
On Jan. 18, 2013, the shareholder of Evolved Alpha, Ltd. received
the liquidator's report on the company's wind-up proceedings and
property disposal.

The company's liquidator is:

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


EVOLVED ALPHA EQUITIES: Shareholder Receives Wind-Up Report
-----------------------------------------------------------
On Jan. 18, 2013, the shareholder of Evolved Alpha Equities MF,
Ltd. received the liquidator's report on the company's wind-up
proceedings and property disposal.

The company's liquidator is:

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


EVOLVED ALPHA FOX: Shareholder Receives Wind-Up Report
------------------------------------------------------
On Jan. 18, 2013, the shareholder of Evolved Alpha F.O.X. MF, Ltd.
received the liquidator's report on the company's wind-up
proceedings and property disposal.

The company's liquidator is:

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


MITAKE INTERNATIONAL: Shareholder Receives Wind-Up Report
---------------------------------------------------------
On Jan. 9, 2013, the shareholder of Mitake International Holdings
Ltd. received the liquidator's report on the company's wind-up
proceedings and property disposal.

The company's liquidator is:

         Chiu, Hung-Che
         11th Floor, No. 39, Sec. 2
         Hsin Sheng N. Road
         Taipei, Taiwan, R.O.C.
         Telephone: +8 (862) 2563-9999
         Facsimile: +8 (862) 2567-1968


MUSE CORPORATION: Shareholders Receive Wind-Up Report
-----------------------------------------------------
On Jan. 17, 2013, the shareholders of Muse Corporation Limited
received the liquidator's report on the company's wind-up
proceedings and property disposal.

The company's liquidator is:

         Darren Riley
         c/o Ellen J. Christian
         Telephone: (345) 945-9208
         Facsimile: (345) 945-9210
         c/o BNP Paribas Bank & Trust Cayman Limited
         Royal Bank House, 3rd Floor
         Shedden Road, George Town
         Grand Cayman
         Cayman Islands


PINOT PACIFIC SA: Shareholders Receive Wind-Up Report
-----------------------------------------------------
On Jan. 14, 2013, the shareholders of Pinot Pacific SA received
the liquidator's report on the company's wind-up proceedings and
property disposal.

The company's liquidator is:

         Trident Liquidators (Cayman) Limited
         c/o Mrs. Eva Moore
         Trident Trust Company (Cayman) Limited
         P.O. Box 847, George Town
         Grand Cayman KY1-1103
         Cayman Islands
         Telephone: (345) 949-0880
         Facsimile: (345) 949-0881


PREFERRED INVESTORS: Shareholder Receives Wind-Up Report
--------------------------------------------------------
On Jan. 18, 2013, the shareholder of Preferred Investors Offshore,
Ltd received the liquidator's report on the company's wind-up
proceedings and property disposal.

The company's liquidator is:

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


RED COBRA: Shareholder Receives Wind-Up Report
----------------------------------------------
On Jan. 18, 2013, the shareholder of Red Cobra Fund (139516)
received the liquidator's report on the company's wind-up
proceedings and property disposal.

The company's liquidator is:

         Celina Lin
         Telephone: (852) 2845-0956
         Facsimile: (852) 2845-0931


SAB FAMILY: Shareholders Receive Wind-Up Report
-----------------------------------------------
On Jan. 15, 2013, the shareholders of SAB Family Office (PTC) Ltd
received the liquidator's report on the company's wind-up
proceedings and property disposal.

The company's liquidator is:

         Cees Jan Quirijns
         H&P Trust Group
         Poststrasse 6, 6300 Zug
         Switzerland
         Telephone: +4 (141) 729-6363
         Facsimile: +4 (141) 729-6364


SEMAPHORE OFFSHORE: Shareholders Receive Wind-Up Report
-------------------------------------------------------
On Jan. 11, 2013, the shareholders of Semaphore Offshore Limited
received the liquidator's report on the company's wind-up
proceedings and property disposal.

The company's liquidator is:

         Mourant Ozannes Cayman Liquidators Limited
         94 Solaris Avenue, Camana Bay
         P.O. Box 1348 Grand Cayman KY1-1108
         Cayman Islands


SOGEPA MULTI-STRATEGY: Shareholder Receives Wind-Up Report
----------------------------------------------------------
On Jan. 18, 2013, the shareholder of Sogepa Multi-Strategy Ltd.
received the liquidator's report on the company's wind-up
proceedings and property disposal.

The company's liquidator is:

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


SOLA SPV II: Shareholder Receives Wind-Up Report
------------------------------------------------
On Jan. 15, 2013, the shareholder of Sola SPV II received the
liquidator's report on the company's wind-up proceedings and
property disposal.

The company's liquidator is:

         Ogier
         c/o Jo-Anne Maher
         Telephone: (345) 815-1762
         Facsimile: (345) 949-9877


TEMPEST PE FUND 1: Shareholder Receives Wind-Up Report
------------------------------------------------------
On Jan. 18, 2013, the shareholder of Tempest Pe Fund 1 received
the liquidator's report on the company's wind-up proceedings and
property disposal.

The company's liquidator is:

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


TRITON CORPORATION: Shareholders Receive Wind-Up Report
-------------------------------------------------------
On Jan. 17, 2013, the shareholders of Triton Corporation Limited
received the liquidator's report on the company's wind-up
proceedings and property disposal.

The company's liquidator is:

         Darren Riley
         c/o Ellen J. Christian
         Telephone: (345) 945-9208
         Facsimile: (345) 945-9210
         c/o BNP Paribas Bank & Trust Cayman Limited
         Royal Bank House, 3rd Floor
         Shedden Road, George Town
         Grand Cayman
         Cayman Islands


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


UC RUSAL: Incurs US$55-Million Net Loss in 2012
-----------------------------------------------
RJR News reports that UC Rusal, the Russian aluminum company which
controls some of the major mining companies in Jamaica, has
reported a net loss of US$55 million for 2012.  The report relates
that the company plans to cut production following lackluster
demand for aluminum and falling prices.

UC Rusal fell into the red for the fiscal year ending December 31
compared with a net profit of US$237 million in 2011, according to
RJR News.  The report relates that revenue declined by 11.4% to
US$10.8 billion.

RJR News notes that Oleg Deripaska, UC Rusal's chief executive,
has described 2012 as particularly challenging for the aluminum
industry; although global aluminum consumption rose by 6% to 47
million tons, prices fell 15.7%.

UC Rusal expects to cut approximately 300,000 tons of aluminum
production capacity at its less efficient aluminum smelters by the
end of 2013 to improve efficiency, RJR News adds.


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


BANCO INTERACCIONES: Moody's Keeps Ba3 Long Term Sr. Debt Rating
----------------------------------------------------------------
Moody's de Mexico affirmed Banco Interacciones, S.A.'s E+
standalone bank financial strength rating but lowered the
standalone baseline credit assessment to b2, from b1.

Moody's also affirmed the bank's long- and short-term global local
and foreign currency deposit ratings of Ba3 and Not Prime, as well
as the Ba3 long-term global local currency senior debt rating.
Also affirmed were the A3.mx and MX-3, long and short term Mexican
National Scale ratings.

At the same time, Moody's de Mexico downgraded the bank's long-
term global local currency subordinated debt ratings to B3 (hyb),
from B1 (hyb), and the Mexican National Scale subordinated debt
ratings to Ba2.mx (hyb) from Baa1.mx (hyb). The action on the
subordinated debt rating concludes the review for downgrade
initiated on December 4, 2012. Moody's has removed systemic
support from subordinated debt instruments, placing them one notch
below the bank's adjusted baseline credit assessment.

Moody's de Mexico also affirmed the Ba3 long-term global local
currency issuer rating as well as the A3.mx Mexican National Scale
ratings on Interacciones Casa de Bolsa, S. A. de C.V. (CB
Interacciones) and changed CB Interacciones' standalone credit
strength to b2, from b1. The short-term Mexican National Scale
issuer rating was downgraded to MX-3 from MX-2.

The rating outlook on all these ratings was changed to negative,
from stable.

Banco Interacciones, S.A.

- Bank Financial Strength Rating of E+: Affirmed, outlook changed
to negative from stable

- Long-term global local currency deposits of Ba3: Affirmed,
outlook changed to negative from stable

- Short-term global local currency deposits of Not-Prime: Affirmed

- Long-term foreign currency deposits of Ba3: Affirmed, outlook
changed to negative from stable

- Short-term foreign currency deposits of Not-Prime: Affirmed

- Long-term Mexican National Scale rating of A3.mx: Affirmed,
outlook changed to negative from stable

- Short-term Mexican National Scale rating of MX-3: Affirmed

- Long-term global local currency senior unsecured debt (debt
program) of (P) Ba3: Affirmed

- Short-term global local currency senior unsecured debt (debt
program) of (P) Not-Prime: Affirmed

- Long-term global local currency senior unsecured debt of Ba3:
Affirmed, outlook changed to negative from stable

- Long term Mexican National Scale senior unsecured debt (debt
program) of A3.mx: Affirmed

- Short term Mexican National Scale rating of MX-3: Affirmed

- Long-term Mexican National Scale senior unsecured debt of A3.mx:
Affirmed, outlook changed to negative from stable

- Long-term global local currency subordinated debt: Downgraded to
B3 (hyb) from B1 (hyb), negative outlook

- Long-term global local currency subordinated debt (debt
program): Downgraded to (P) B3 from (P) B1

- Long-term Mexican National Scale subordinated debt: Downgraded
to Ba2.mx (hyb) from Baa1.mx (hyb), negative outlook

- Long-term Mexican National Scale subordinated debt (debt
program): Downgraded to Ba2.mx from Baa1.mx

Interacciones Casa de Bolsa, S.A. de C.V.

- Long-term global local currency issuer rating of Ba3: Affirmed,
outlook changed to negative from stable

- Short-term global local currency issuer rating of Not-Prime:
Affirmed

- Long-term Mexican National Scale rating of A3.mx: Affirmed,
outlook changed to negative from stable

- Short-term Mexican National Scale rating: Downgraded to MX-3
from MX-2

Ratings Rationale:

Lowering The Standalone Credit Strength To B2 With Negative
Outlook, From B1

In lowering Interacciones' standalone baseline credit assessment
to b2, from b1, Moody's noted the high and still growing loan
concentrations to single borrowers relative to the bank's capital
and earnings; the increasing liquidity risk stemming from
structural asset and liability mismatches, and the concerns about
the future viability of the bank's specialized business franchise
posed by potential changes in the regulatory environment.

The bank's high industry and single credit concentrations to
states and municipalities relative to Tier 1 capital and core
earnings continue to increase, as reflected by the absolute growth
of 22% in the combined balance of the bank's 20 largest borrowers
between 2011 and 2012, and which now accounts for over seven times
Tier 1 capital, and 19.7 times core earnings, according to Moody's
estimates. Moreover, ten states and municipalities comprise nearly
81% of the bank's total loan exposure to this segment, a profile
that reflects poor loan granularity and weak risk diversification.

The bank's funding and liquidity profile remains a concern, said
Moody's, because of Interacciones' limited access to long-term
funding to support the long tenors of its loans, particularly
those to states and municipalities, and project and infrastructure
finance, which combined account for over 70% of total loans,
according to Moody's estimates. In comparison, the bank's long-
term funding sources in the form of senior and subordinated debt
represent a much lower 32% of Interacciones' long term loans, with
short-dated customer deposits accounting for a significant share
of total liabilities. In Moody's view, this structural asset and
liability mismatch exposes the bank to liquidity and market risks,
and leave the bank vulnerable to potential sudden shifts in
interest rates and investor confidence.

Moody's also noted that the downgrade and negative outlook on
Interacciones' ratings reflect the potential threats to the future
viability of the bank's niche business model and growth and
earnings prospects posed by potential new legislation and
regulatory changes. Such potential changes include: (i) new norms
limiting concentrated exposures to sub-sovereign entities,
including those backed by federal tax transfers; ii) new
legislation that contemplates restricting the borrowing and
spending activities of states and municipalities, and iii) the
possibility of direct guarantees by the federal government being
proffered to states and municipalities that could influence the
pricing and hence the profit dynamics of banks lending to this
segment.

Affirmation Of Deposit Ratings

Moody's continues to assess a moderate probability of systemic
support to Interacciones' deposits in case of need. As a result,
the bank's Ba3 global local currency deposit rating receives a
two-notch uplift from the b2 standalone baseline credit
assessment.

Downgrade Of Subordinated Debt

In notching the subordinated debt ratings from the adjusted
baseline credit assessment, Moody's noted the global trend towards
imposing losses on junior creditors in the context of future bank
resolutions, which reduces the predictability of systemic support
being provided to subordinated debt holders. The removal of
systemic support for subordinated debt is consistent with recent
actions Moody's has taken elsewhere, including Colombia, Brazil,
Chile, Peru, Guatemala, Canada, and several European countries,
reflecting Moody's view that there is an increased likelihood that
subordinated debt holders would be subject to burden sharing if
support were required.

Moody's notes that Mexican banking regulators have no explicit
legal ability to impose losses on subordinated debts that do not
contractually allow such measures. Mexican banking law
nevertheless establishes a clear mechanism whereby certain types
of subordinated debt issuances would be forced to bear losses up
to levels which would re-establish appropriate capitalization
levels, based on breach of minimum early warning capitalization
thresholds or minimum capitalization levels.

The outlook on Interacciones' subordinated debt ratings is now
negative, in line with the negative outlook on the bank's senior
and unsupported ratings, from which they are derived.

Interacciones Casa De Bolsa, S.A. De C.V. (CB Interacciones)

The downgrade of CB Interacciones' standalone credit strength to
b2 from b1 considers the effect the weaker intrinsic strength of
Interacciones could have on its sister company including
heightened brand and reputational risks that could potentially
damage the brokerage house's franchise and business potential.

The affirmation of the Ba3 global local currency issuer rating
assigned to CB Interacciones reflects the high level of
integration between the brokerage firm and Interacciones in terms
of risk management, systems and human resources. The short-term
National Scale rating was downgraded to MX-3 from MX-2 to align it
to Interacciones' short-term National Scale rating. The negative
outlook on CB Interacciones' ratings therefore also mirrors the
negative outlook on Interacciones.

Baseline Credit Assessment

Baseline credit assessments incorporate the intrinsic financial
strength of banks, excluding any assessment of systemic or
parental support. Adjusted baseline credit assessments incorporate
Moody's assessment of the probability of parental support. In the
case of Interacciones, the baseline credit assessment equals the
adjusted baseline credit assessment because this bank does not
benefit from parental support.

The following baseline credit assessment/adjusted baseline credit
assessment was downgraded:

Banco Interacciones: to b2/b2, from b1/b1

Interacciones is headquartered in Mexico City. As of 31 December
2012, the bank reported Mx$102 billion in assets (source: Comision
Nacional Bancaria y de Valores).

The principal methodology used in this ratings was Moody's
Consolidated Global Bank Rating Methodology published in June
2012.

Moody's National Scale Ratings are intended as relative measures
of creditworthiness among debt issues and issuers within a
country, enabling market participants to better differentiate
relative risks. NSRs differ from Moody's global scale ratings in
that they are not globally comparable with the full universe of
Moody's rated entities, but only with NSRs for other rated debt
issues and issuers within the same country. NSRs are designated by
a ".nn" country modifier signifying the relevant country, as in
".mx" for Mexico.

The date of the last Credit Rating Action on Interacciones was on
December 4, 2012 when Moody's reviewed the subordinated debt
ratings of two Mexican bank issuers for downgrade. The period of
time covered in the financial information used to determine
Interacciones' rating is between December 31, 2006 and December
30, 2012.

The sources and items of information used to determine
Interacciones' rating include 2011 and 2012 interim financial
statements (source: Banco Interacciones, S.A.); year-end 2011 and
2012 audited financial statements (source: Banco Interacciones,
S.A., audited by Salles Sainz Grant Thornton); financial
statements and information on market position (source: CNBV);
regulatory capital information (source: Banco de Mexico); debt
offering memorandum (Banco Interacciones, S.A.).


BBVA MERCANTIL: Moody's Confirms Ba1 Rating on Subordinated Debt
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings assigned to
subordinated debt issued by BBVA Bancomer, S.A (BBVA Bancomer)
issued through the bank's Texas Agency (BBVA Bancomer, S.A. Texas
Agency) and Grand Cayman Branch (BBVA Bancomer, S.A., Grand Cayman
Branch).

Moody's also downgraded the ratings assigned to subordinated debt
issued by Banco Mercantil del Norte, S.A. (Banorte).

Moody's also confirmed Banorte's long-term foreign currency junior
subordinated debt rating of Ba1 (hyb). These actions conclude the
review for downgrade initiated on these ratings on June 28, 2012
on BBVA Bancomer, and December 4, 2012 on Banorte, respectively.

Moody's has removed systemic support from these banks'
subordinated debt instruments, placing them one notch below their
respective adjusted baseline credit assessments (BCAs) in the case
of subordinated debt, and two notches below the adjusted BCA for
junior subordinated debt, respectively.

All other ratings and outlooks for these issuers remain unaffected
by these rating actions.

The following subordinated and junior subordinated debt ratings
were downgraded:

BBVA Bancomer, S.A. Texas Agency

Long-term global local currency subordinated debt rating:
Downgraded to Baa2 from A3, stable outlook

Long-term global local currency junior subordinated debt rating:
Downgraded to Baa3 (hyb) from Baa2 (hyb), outlook stable

BBVA Bancomer, S.A. Grand Cayman Branch

Long-term global local currency junior subordinated debt rating:
Downgraded to Baa3 (hyb) from Baa2 (hyb), outlook stable

Banco Mercantil del Norte, S.A.

Long-term foreign currency subordinated debt rating: Downgraded to
Baa3 (hyb) from Baa1 (hyb), negative outlook

The following junior subordinated debt rating was confirmed:

Long-term foreign currency junior subordinated debt rating of Ba1
(hyb): Confirmed, negative outlook

Ratings Rationale:

In notching the subordinated debt ratings from the adjusted
baseline credit assessments, Moody's noted the global trend
towards imposing losses on junior creditors in the context of
future bank resolutions, which reduces the predictability of
systemic support being provided to subordinated debt holders. The
removal of systemic support for subordinated debt is consistent
with recent actions Moody's has taken elsewhere, including
Colombia, Brazil, Chile, Peru, Guatemala, Canada, and several
European countries, reflecting Moody's views that there is an
increased likelihood that subordinated debt holders would be
subject to burden sharing if support were required.

Moody's notes that Mexican banking regulators have no an explicit
legal ability to impose losses on subordinated debt that do not
explicitly allow such measures in their documentation. Mexican
banking laws nevertheless establishes a clear mechanism whereby
certain types of subordinated debt issuances would be forced to
bear losses up to levels which would re-establish appropriate
capitalization levels, based on breach of minimum early warning
capitalization thresholds or minimum capitalization levels.

The outlook on all affected subordinated debt ratings for BBVA
Bancomer is now stable. The outlook on Banorte's subordinated debt
ratings is negative. The negative outlook on Banorte's
subordinated debt ratings reflects the negative outlook on the
bank's standalone baa2 baseline credit assessment. The negative
outlook was assigned in December 2012 following Banorte's
announcement of the sizable acquisition of BBVA Bancomer Afore
(Afore Bancomer) in Mexico.

Baseline Credit Assessments

Baseline credit assessments reflect the intrinsic financial
strength of banks, excluding any assessment of systemic or
parental support. Adjusted baseline credit assessments incorporate
Moody's assessment of the probability of parental support. In the
case of Bancomer and Banorte, the baseline credit assessment
equals the adjusted baseline credit assessment because neither of
these banks benefit from parental support.

The following baseline credit assessments/adjusted baseline credit
assessments remain unchanged:

BBVA Bancomer: baa1/baa1

Banco Mercantil del Norte: baa2/baa2

BBVA Bancomer is headquartered in Mexico City. As of December 31,
2012, the bank reported Mx$1,264 billion in assets (source:
Comision Nacional Bancaria y de Valores).

Banorte is headquartered in Mexico City. As of December 31, 2012,
the bank reported Mx$604 billion in assets (source: Comision
Nacional Bancaria y de Valores).

The principal methodology used in this ratings was Moody's
Consolidated Global Bank Rating Methodology published in July
2012.

The date of the last Credit Rating Action on BBVA Bancomer was on
February 11, 2013 when Moody's de Mexico placed on review for
downgrade BBVA Bancomer's Mexican National Scale subordinated debt
ratings.

The date of the last Credit Rating Action on Banorte was on
December 7, 2012 Moody's affirmed Banorte's ratings following
Afore Bancomer's acquisition and changed the outlook to negative.


HIPOTECARIA SU CASITA: S&P Cuts Rating on Class A Notes to 'CCC'
----------------------------------------------------------------
Standard & Poor's Rating Services lowered its long-term global
scale rating to 'CCC (sf)' from 'B (sf)' on the senior class A
residential mortgage-backed notes due 2035, a cross-border RMBS
transaction issued by Hipotecaria Su Casita S.A. de C.V. SOFOM
E.N.R. (Su Casita) and serviced by Patrimonio, S.A. de C.V.
S.F.O.L. (Patrimonio).  At the same time, S&P lowered the ratings
on senior series BRHCCB 07U and BRHCCB 07-2U to 'CCC (sf)' and
'mxCCC (sf)' from 'B (sf)' and 'mxBB+ (sf)' from another RMBS
transaction issued by Su Casita and serviced by Patrimonio.

The downgrades on senior class A notes and senior series BRHCCB
07U and BRHCCB 07-2U follow a similar rating action on Feb. 28,
2013, when the insurer financial strength rating on MBIA Insurance
Corp. was lowered to 'CCC' from 'B', and on March 5, 2013, when
the ratings on MBIA Mexico were lowered to 'CCC' and 'mxCCC' from
'B' and 'mxBB+'

Under S&P's criteria, the issue rating on an insured bond reflects
the higher of the rating on the bond insurer or the SPUR on the
security.  S&P's SPUR ratings on classes 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,
without the protection given by the bond insurance provided by
MBIA.

Hence, S&P's rating of 'CCC (sf)' on senior class A reflects the
swap guarantee and the full financial guarantee provided by MBIA
Insurance Corp.  The global scale rating of 'CCC (sf)' and
national scale rating of 'mxCCC (sf)' for senior series BRHCCB 07U
and BRHCCB 07-2U reflect the full financial guarantee provided by
MBIA Mexico.

While the ratings on the affected series reflect the rating on the
respective bond insurer's financial enhancement, the SPURs on
those series are not affected by the recent rating action on MBIA
and MBIA Mexico.  Additionally, the ratings of 'mxCC (sf)' and 'D
(sf)' on subordinated series class B notes and BRHCCB 07-3U,
respectively, remain unchanged.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

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

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

            http://standardandpoorsdisclosure-17g7.com

RATINGS LOWERED

Hipotecaria Su Casita-Residential Mortgage Backed Notes
         Class       Rating           Outs. amount
Class    type    To         From        (mil.)
A        Senior  CCC (sf)   B (sf)      USD105.27

Hipotecaria Su Casita-Bursatilizaciones de Hipotecas Residenciales
III
             Class       Rating          Outs. amount
Class        type    To       From       (mil.)
BRHCCB 07U   Senior  CCC (sf)    B (sf)      13.97 UDIs
BRHCCB 07U   Senior  mxCCC (sf)  mxBB+ (sf)  13.97 UDIs
BRHCCB 07-2U Senior  CCC (sf)    B (sf)      425.20 UDIs
BRHCCB 07-2U Senior  mxCCC (Sf)  mxBB+ (sf)  425.20 UDIs

OTHER OUTSTANDING RATINGS

Hipotecaria Su Casita-Residential Mortgage Backed Notes
           Class   Rating     Outs. amount
Class      type                (mil.)
A          SPUR    CC (sf)    USD105.27
B          Sub.    mxCC (sf)  MXN184.97

Hipotecaria Su Casita-Bursatilizaciones de Hipotecas Residenciales
III
               Class     Rating      Outs. amount
Class          type                  (mil.)
BRHCCB 07U     SPUR    CC (sf)      13.97 UDIs
BRHCCB 07-2U   SPUR    CC (sf)      425.20 UDIs
BRHCCB 07-3U   Sub.    D (sf)       64.85 UDIs


MBIA MEXICO: S&P Lowers Counterparty Credit Rating to 'CCC'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its global scale
counterparty credit and financial strength ratings on MBIA Mexico
S.A. de C.V. (MBIA Mexico) to 'CCC' from 'B' and its national
scale financial strength rating to 'mxCCC' from 'mxBB+'.  The
outlook remains negative.

The rating actions mirror the downgrade of MBIA Mexico's U.S.-
based parent, MBIA Insurance Corp. (MBIA Corp.; CCC/Negative/--).
"The ratings on the Mexican subsidiary are based on the support
MBIA Corp. provides," said Standard & Poor's credit analyst Amalia
Bulacios.  Support comes in the form of a reinsurance agreement
calling for MBIA Mexico to cede 100% of its net liability and
other obligations to MBIA Corp., and a net worth maintenance
agreement in which MBIA Corp. agrees to maintain MBIA Mexico's
capital equal to Mexican regulatory requirements or $10 million,
whichever is greater.

The rating action on MBIA Corp. reflects S&P's view that the
company will likely come under regulatory control over the next 12
months.  MBIA Corp.'s commercial mortgage-backed securities
portfolio has experienced significant deterioration in recent
months, leading to the probability that claim payments could begin
in the near term.  The remaining deductible for these exposures
provides limited protection from claim payments by the company.
These potential claim payments could place stress on MBIA Corp.'s
already weak liquidity position, which could lead to regulatory
intervention.  The ratings also reflect the fact that MBIA Corp.
is in a run-off state.

S&P believes that the parent's future support of MBIA Mexico is
uncertain if the former were to fall under regulatory control.
Under a non-support scenario, the Mexican subsidiary would have to
pay any potential losses arising from its policies from its small
capital base ($12.6 million as of December 2012), and therefore
face capital depletion and a breach of regulatory capital
requirements in the short term.


* Moody's Reports on Non-earmarked Transfers for Mexican States
---------------------------------------------------------------
The new formula for "participaciones," non-earmarked transfers to
Mexican states from the federal government, has not affected the
states' debt service coverage ratios, which remains strong, and
rating actions are not expected because of it, says Moody's
Investors Service in a new report on how the program, in place
since 2008, has fared.

"While the new formula generates winners and losers because some
states have seen their share of participaciones increase while
others have experienced a decline, the formula's gradual phase-in
provides opportunities for states to adjust," said Moody's Analyst
Roxana Munoz, author of the report, "Mexican States -- Winners and
Losers Emerge from Change to Participaciones Distribution
Formula."

"The new formula favors states that have greater urban
populations, fast-growing economies and improving tax
collections," said Munoz. "Still, we do not anticipate any rating
trends based solely on changes to this program."

The 2008 change involved the formula for distributing the
participaciones, which, on average, represent almost 70% of
states' discretionary revenues, according to Moody's. Importantly,
participaciones are also the main source of revenues that states
pledge to pay their long-term debt obligations.

"Because there is no mechanism to compensate for the gap in
participaciones between winners and losers under the revised
formula, the disparity among states in terms of their non-
earmarked revenues has increased," said Munoz. "This will continue
and even increase as the new formula continues to be phased-in."


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


* VENEZUELA: Bonds Decline After Hugo Chavez Dies
-------------------------------------------------
Ye Xie & Veronica Navarro Espinosa at Bloomberg News report that
Venezuela's dollar-denominated bonds fell for a second day after
President Hugo Chavez died and his deputy stepped in to run the
country, South America's biggest oil exporter.  Bloomberg News
relates that the cost of protecting its debt against non-payment
was steady.

The yield on the US$4 billion of notes maturing in 2027 rose to
the highest since Jan. 22 after Vice President Nicolas Maduro
announced on state television that Chavez died at a military
hospital in Caracas and urged Venezuelans to refrain from
violence, according to Bloomberg News.

Bloomberg News notes that Mr. Maduro will be interim president,
Foreign Minister Elias Jaua said, pending an election.

Bloomberg News discloses that Venezuelan bonds may rally March 6,
2013, as some investors speculate the next administration will
implement "more pragmatic" economic policies, said Robert Abad.

"The market may be worried about the political tension going into
the election and how the new Chavismo will shape up without its
historical leader. . . . Bond investors have been positive in
anticipation of this event.  This is an important moment for the
country and could represent a major opportunity for change,"
Bloomberg News quoted Emanuele Del Monte, who helps manage $2.7
billion of bonds at Fideuram Asset Management in Dublin, including
Venezuela debt, as saying.

"The market will now focus on the election. . . . We don't know if
there'll be policy continuity.  While this is a dramatic moment,
it was not necessarily a surprising moment," David Rolley, the
vice president of the global fixed-income group at Loomis Sayles &
Co., who co-manages $36 billion told Bloomberg News in an
interview.

The South American country has US$36 billion worth of dollar bonds
outstanding with maturities of up to 2038, and EUR1 billion ($1.3
billion) of debt due in 2015, according to data compiled by
Bloomberg.

Venezuela's notes have rallied 28% over the past year, more than
the 11 percent average return for emerging-market sovereign bonds
tracked by JPMorgan Chase & Co.'s EMBI Global index, as the
deterioration of Chavez's health fueled speculation that a new
government may unwind policies that pushed up inflation and
repelled foreign investors, Bloomberg News adds.

Mr. Maduro will take over as interim president until elections are
organized within 30 days, Minister Jaua said, notes Bloomberg
News.  Chavez tapped Maduro in his final public speech on Dec. 8
to represent his government in that vote.

"It is not clear at this stage if the government will strictly
follow all of the steps detailed in the country's constitution,"
Bloomberg quoted Barclays Plc analysts Alejandro Grisanti and
Alejandro Arreaza as saying in a report.  "As events unfold we
will expect a big increase in volatility in the market in the next
few days," they added.


===============
X X X X X X X X
===============


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Apr. 10-12, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Chicago, Chicago, Ill.
            Contact: http://www.turnaround.org/

Apr. 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Gaylord National Resort & Convention Center,
         National Harbor, Md.
            Contact:   1-703-739-0800; http://www.abiworld.org/

June 13-16, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Mich.
            Contact:   1-703-739-0800; http://www.abiworld.org/

July 11-13, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Hyatt Regency Newport, Newport, R.I.
            Contact:   1-703-739-0800; http://www.abiworld.org/

July 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Amelia Island, Amelia Island, Fla.
            Contact:   1-703-739-0800; http://www.abiworld.org/

Aug. 8-10, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hotel Hershey, Hershey, Pa.
            Contact:   1-703-739-0800; http://www.abiworld.org/

Aug. 22-24, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nev.
            Contact:   1-703-739-0800; http://www.abiworld.org/

Oct. 3-5, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Wardman Park, Washington, D.C.
            Contact: http://www.turnaround.org/

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact:   1-703-739-0800; http://www.abiworld.org/

Dec. 2, 2013
   BEARD GROUP, INC.
      19th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact:   240-629-3300 or http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact:   1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.


                            ***********


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, Julie Anne L. Toledo, 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.


                   * * * End of Transmission * * *