TCRLA_Public/130606.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, June 6, 2013, Vol. 14, No. 111


                            Headlines



A N T I G U A  &  B A R B U D A

LIAT: Regional Leaders Urged to Back Loan for Airline


B R A Z I L

STATE OF MARANHAO: Moody's Assigns Ba1 Global Scale Issuer Rating


C A Y M A N  I S L A N D S

ALVAL INC: Members' Final Meeting Set for June 15
APOLLO RE: Commences Liquidation Proceedings
ARCAPITA BANK: Cayman Court Recognizes U.S. Plan
BASSO GLOBAL: Shareholders' Final Meeting Set for June 21
BASSO GLOBAL HOLDING: Shareholders' Final Meeting Set for June 21

BLACKSTONE ZM: Shareholders' Final Meeting Set for June 14
BRIDGEND INVESTMENTS: Members' Final Meeting Set for June 11
FRM PREMIUM: Shareholder to Hear Wind-Up Report on June 21
HELIOS FUND: Shareholders' Final Meeting Set for June 28
KINGSFERRY INVESTMENTS: Members' Final Meeting Set for June 11

LION/MUSTARD: Members' Final Meeting Set for June 11
SOMERSET CAPITAL: Shareholder to Hear Wind-Up Report on June 21
TANGERINE INVESTMENT: Members Receive Wind-Up Report
TAZMARINE LTD: Creditors' Proofs of Debt Due June 7
TELECOM VENTURE: Members' Final Meeting Set for June 20

TRAIN FINANCING: Creditors' Proofs of Debt Due June 21


J A M A I C A

DIGICEL GROUP: To Invest US$9 Billion in Burma
* JAMAICA: Airline Industry May Post Higher Profits in 2013


M E X I C O

SATELITES MEXICANOS: S&P Revises Outlook to Pos. & Affirms 'B' CCR


P U E R T O   R I C O

CERTENEJAS INCORPORADO: Plan Confirmation Hearing Moved to Aug. 27
LIBERTY CABLEVISION: Moody's Cuts Corp. Family Rating to 'B3'


X X X X X X X X

* Upcoming Meetings, Conferences and Seminars


                            - - - - -

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


LIAT: Regional Leaders Urged to Back Loan for Airline
-----------------------------------------------------
Jamaica Gleaner reports that Caribbean Community leaders are being
urged to support a loan application by the regional airline
Leeward Islands Air Transport, known as LIAT for funds to
undertake a re-fleeting exercise so as to sustain its operations
and improve services.

A CARICOM Secretariat statement said that regional transport
ministers have agreed to put forward to the regional leaders a
proposal that they support the LIAT loan application to the
Barbados-based Caribbean Development Bank, according to Jamaica
Gleaner.

The report notes that the statement gave no details regarding the
costs of the re-fleeting exercise, but LIAT said it was seeking to
acquire French-made 48 and 63 seater aircraft.

The report relates that the statement said the transport ministers
had also recommended that air transport services be included among
the group of essential services and the necessary legislation be
enacted to give effect to this reality.

The report says that last month, LIAT's Chief Executive Officer
Ian Brunton said the aviation industry should also be classified
as an essential service, with legislated restricted rights to
strike.

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

                            About LIAT

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


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

STATE OF MARANHAO: Moody's Assigns Ba1 Global Scale Issuer Rating
-----------------------------------------------------------------
Moody's corrected on June 4, 2013, its ratings release on the
State of Maranhao.  The revised press release is as follows:

Moody's America Latina has assigned Ba1 (Global Scale) and Aa2.br
(Brazil National Scale) issuer ratings to the State of Maranhao.
The outlook on the ratings is stable. This is the first time
Moody's rates this issuer.

Ratings Rationale

The issuer ratings assigned to the State of Maranhao reflect
roughly balanced fiscal results, moderate debt metrics, and
adequate levels of liquidity. The ratings also incorporate the
state's weakening gross operating balances and low levels of own-
source revenues which reflect a relatively limited economic base.
The weakness of low own-source revenue is partially mitigated by
the important transfers received from the federal government (58%
of total revenues).

Maranhao has a population of roughly 6.8 million inhabitants and
is one of Brazil's poorest states. Maranhao contributes with only
1% of the national GDP and the state's GDP per capita is
equivalent to 32% of the national level.

Own-source revenues represent roughly 42% of operating revenues, a
low level compared to other rated Brazilian states. Over the 2008
-- 2012 period, operating revenues have grown at a compound annual
growth rate (CAGR) of 9%, outpaced by operating expenditures which
have grown at a CAGR of 13% over the same period. These has led to
a significant deterioration of Maranhao's gross operating balance
to 3.7% of operating revenues in 2012 from 15.5% in 2008. The
misalignment of revenue and expenditure growth represents, in
Moody's view, one of Maranhao's most significant challenges as it
hinders the state's ability to cover capital expenditures without
incurring in additional debt.

Considering capital revenues and expenditures, Maranhao has
recorded volatile although roughly balanced results. Between 2008-
2012, cash financing requirements as a percentage of total
revenues averaged 0.8%, ranging from a surplus of 6.8% in 2011 to
a deficit of 6.7% in 2010. Net direct and indirect debt as a
percentage of operating revenues fell to a moderate 48% in 2012, a
low level when compared to peers, from a high 85% recorded in
2008.

The administration plans to contract new debt by roughly BRL 1
billion per year over the next 4 years, Moody's expects that the
debt indicator will be close to 53% and 58% in 2013 and 2014,
respectively.

WHAT COULD CHANGE THE RATINGS UP/DOWN

The strengthening of own-source revenues that improves Maranhao's
gross operating performance and the continuation of the balanced
fiscal results could exert upward pressure on the ratings. Further
deterioration of operating results along with significant
increases in debt levels and the weakening of liquidity could
exert downward pressure on the ratings.

The principal methodology used in this rating was Regional and
Local Governments Methodology published in January 2013.

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


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


ALVAL INC: Members' Final Meeting Set for June 15
-------------------------------------------------
The members of Alval, Inc. will hold their final meeting on
June 15, 2013, to receive the liquidator's report on the company's
wind-up proceedings and property disposal.

The company's liquidator is:

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


APOLLO RE: Commences Liquidation Proceedings
--------------------------------------------
On April 29, 2013, the directors of Apollo Re resolved to
voluntarily liquidate the company's business.

The company's liquidators are:

          Christopher Johnson
          Russell Homer
          Chris Johnson Associates Ltd
          Elizabethan Square, 80 Shedden Road
          PO Box 2499, Grand Cayman KY1-1104
          Cayman Islands


ARCAPITA BANK: Cayman Court Recognizes U.S. Plan
------------------------------------------------
On May 31, 2013, the Grand Court of the Cayman Islands entered an
order in connection with the Second Amended Joint Plan of
Reorganization of Arcapita Bank B.S.C.(c), and related debtors
under Chapter 11 of the Bankruptcy Code, as it relates to Arcapita
Investment Holdings Limited.

The Cayman Order states:

   1. The permissions granted to the Company and/or the directions
given to the joint provisional liquidators under the following
paragraphs of this Order shall be conditional upon the
confirmation of the Plan, amended as provided for at Schedule 2 of
this Order, by the United States Bankruptcy Court at a
Confirmation Hearing held for that purpose, which shall be
effective without further order from this Court upon Confirmation
of the Plan.

   2. In the event that there has been either (1) no Confirmation
of the Plan by 31 August 2013 or (ii) the Effective Date as
defined in the Plan has not occurred by 31 December 2013 then,
subject to any further order of this Court, the conditional
permissions and directions contained in the following paragraphs
of this Order shall terminate and cease to have any effect.

   3. On the Effective Date, the Company be permitted, pursuant to
the Court's inherent jurisdiction to recognize the Plan and
provide assistance to the United States Bankruptcy Court, to enter
into a "transaction".  The Plan and the order of the U.S.
Bankruptcy Court confirming the Plan, including without limitation
to terms of the Plan and such order in connection with or related
to the proposed Debtor-in-Possession Murabaha facility, or the
proposed exit Murabaha facility with Goldman Sachs International,
are hereby recognized.

   4. Pursuant to s.99 of the Law, no disposition of the Company's
property or other transaction by the Company effected pursuant to
the Plan, the order of the United States Bankruptcy Court
confirming the plan or the Transaction shall be void in the event
that the Company is wound up.

   5. On the Effective Date and following completion of the
Transaction, the Company be permitted, pursuant to the Court's
inherent jurisdiction to recognize the Plan and provide assistance
to the United States Bankruptcy Court, to remit to the appropriate
disbursing agent in the State of New York the shares, warrants and
other assets provided to the Company as consideration under the
Transaction and which the Company will then hold for the purpose
of the consideration being applied in accordance with the terms of
the Plan.

The "transaction" refers to the sale on the Effective Date of all
of the assets to which the Company has a legal or equitable title,
wherever located, including but not limited to any and all claims
and causes of action of any nature or type whatsoever, including
causes of action under Chapter 5 of the Bankruptcy Code, to New
Arcapita Holdco 2.

A copy of the Cayman Order is available at:

            http://bankrupt.com/misc/arcapita.doc1198.pdf

                     The Chapter 11 Plan

The Plan proposes to establish a new Cayman Islands holding
company ("New Arcapita Topco") which will own and control a series
of newly formed intermediate Cayman Islands, Delaware and
potentially Bahraini holding company subsidiaries (collectively
with New Arcapita Topco, the "New Holding Companies").  The New
Holding Companies will own, directly or indirectly, 100% of the
Debtors' assets.  In exchange for their Allowed Claims, the
majority of the Debtors' unsecured creditors will receive a Pro
Rata Share of a new Shari'ah compliant Sukuk facility,
substantially all of the equity of the New Holding Companies and
certain warrants issued by New Arcapita Topco.

A copy of the First Amended Disclosure Statement is available at:
http://bankrupt.com/misc/arcapita.doc983.pdf

                        About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19,
2012.  The Debtors said they do not have the liquidity necessary
to repay a US$1.1 billion syndicated unsecured facility when it
comes due on March 28, 2012.

Falcon Gas Storage Company, Inc., filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012.  Falcon Gas
is an indirect wholly owned subsidiary of Arcapita that previously
owned the natural gas storage business NorTex Gas Storage Company
LLC.  In early 2010, Alinda Natural Gas Storage I, L.P. (n/k/a
Tide Natural Gas Storage I, L.P.), Alinda Natural Gas Storage II,
L.P. (n/k/a Tide Natural Gas Storage II, L.P.) acquired the stock
of NorTex from Falcon Gas for $515 million. Arcapita guaranteed
certain of Falcon Gas' obligations under the NorTex Purchase
Agreement.

The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy
counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP
as international counsel on Bahrain matters, Hatim S Zu'bi &
Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild
Inc. and financial advisor, and GCG Inc. as notice and claims
agent.

Milbank, Tweed, Hadley & McCloy LLP represents the Official
Committee of Unsecured Creditors.  Houlihan Lokey Capital, Inc.,
serves as its financial advisor and investment banker.

Founded in 1996, Arcapita is a global manager of Shari'ah-
compliant alternative investments and operates as an investment
bank.  Arcapita is not a domestic bank licensed in the United
States.  Arcapita is headquartered in Bahrain and is regulated
under an Islamic wholesale banking license issued by the Central
Bank of Bahrain.  The Arcapita Group employs 268 people and has
offices in Atlanta, London, Hong Kong and Singapore in addition to
its Bahrain headquarters.  The Arcapita Group's principal
activities include investing on its own account and providing
investment opportunities to third-party investors in conformity
with Islamic Shari'ah rules and principles.

The Arcapita Group had roughly US$7 billion in assets under
management.  On a consolidated basis, the Arcapita Group owns
assets valued at roughly US$3.06 billion and has liabilities of
roughly US$2.55 billion.  The Debtors owe US$96.7 million under
two secured facilities made available by Standard Chartered Bank.

Arcapita explored out-of-court restructuring scenarios but was
unable to achieve 100% lender consent required to effectuate the
terms of an out-of-court restructuring.

Subsequent to the Chapter 11 filing, Arcapita Investment Holdings
Limited, a wholly owned Debtor subsidiary of Arcapita in the
Cayman Islands, issued a summons seeking ancillary relief from the
Grand Court of the Cayman Islands with a view to facilitating the
Chapter 11 cases.  AIHL sought the appointment of Zolfo Cooper as
provisional liquidator.

On Feb. 8, 2013, the Debtors filed with the Bankruptcy Court a
disclosure statement in support of their Joint Plan of
Reorganization, dated Feb. 8, 2013.  The Plan contemplates, among
others, the entry of the Debtors into a $185 million Murabaha exit
facility that will allow the Debtors to wind down their businesses
and assets for the benefit of all creditors and stakeholders.

On April 25, 2013, the Debtors filed their Second Amended Joint
Plan of Reorganization.  On April 26, 2013, the Court approved the
related disclosure statement.

A copy of the Second Amended Disclosure Statement is
available at: http://bankrupt.com/misc/arcapta.doc1038.pdf

A hearing is scheduled for consideration of the Plan on June 11,
2013.


BASSO GLOBAL: Shareholders' Final Meeting Set for June 21
---------------------------------------------------------
The shareholders of Basso Global ARB Fund Ltd. will hold their
final meeting on June 21, 2013, at 4:00 p.m., to receive the
liquidator's report on the company's wind-up proceedings and
property disposal.

The company's liquidator is:

          DMS Corporate Services Ltd.
          c/o Ronan Guilfoyle
          Telephone: (345) 946 7665
          Facsimile: (345) 946 7666
          dms House, 2nd Floor
          P.O. Box 1344 Grand Cayman KY1-1108
          Cayman Islands


BASSO GLOBAL HOLDING: Shareholders' Final Meeting Set for June 21
-----------------------------------------------------------------
The shareholders of Basso Global ARB Holding Fund Ltd. will hold
their final meeting on June 21, 2013, at 4:00 p.m., to receive the
liquidator's report on the company's wind-up proceedings and
property disposal.

The company's liquidator is:

          DMS Corporate Services Ltd.
          c/o Ronan Guilfoyle
          Telephone: (345) 946 7665
          Facsimile: (345) 946 7666
          dms House, 2nd Floor
          P.O. Box 1344 Grand Cayman KY1-1108
          Cayman Islands


BLACKSTONE ZM: Shareholders' Final Meeting Set for June 14
----------------------------------------------------------
The shareholders of Blackstone ZM Offshore Fund, Ltd will hold
their final meeting on June 14, 2013, at 10:00 a.m., to receive
the liquidator's report on the company's wind-up proceedings and
property disposal.

The company's liquidator is:

          Sean Flynn
          HF Fund Services Ltd
          P.O. Box 242
          45 Market Street, Gardenia Court, Camana Bay
          Grand Cayman KY1-1104
          Cayman Islands


BRIDGEND INVESTMENTS: Members' Final Meeting Set for June 11
------------------------------------------------------------
The members of Bridgend Investments Ltd. will hold their final
meeting on June 11, 2013, at 10:00 a.m., to receive the
liquidator's report on the company's wind-up proceedings and
property disposal.

The company's liquidator is:

          Robin Lee Mcmahon
          c/o Barry MacManus
          Telephone: (345) 814 8997
          Facsimile: (345) 814 8529
          c/o Ernst & Young Ltd.
          62 Forum Lane, Camana Bay
          PO Box 510 Grand Cayman KY1-1106
          Cayman Islands


FRM PREMIUM: Shareholder to Hear Wind-Up Report on June 21
----------------------------------------------------------
The shareholder of FRM Premium Portfolio will receive on June 21,
2013, at 8:30 a.m., the liquidator's report on the company's wind-
up proceedings and property disposal.

The company's liquidator is:

          Intertrust Corporate Services (Cayman) Limited
          190 Elgin Avenue, George Town
          Grand Cayman KY1-9005
          Cayman Islands
          c/o Jennifer Chailler
          Telephone: (345) 943 3100


HELIOS FUND: Shareholders' Final Meeting Set for June 28
--------------------------------------------------------
The shareholders of Helios Fund will hold their final meeting on
June 28, 2013, at 10:00 a.m., to receive the liquidator's report
on the company's wind-up proceedings and property disposal.

The company's liquidator is:

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


KINGSFERRY INVESTMENTS: Members' Final Meeting Set for June 11
--------------------------------------------------------------
The members of Kingsferry Investments Ltd. will hold their final
meeting on June 11, 2013, at 10:00 a.m., to receive the
liquidator's report on the company's wind-up proceedings and
property disposal.

The company's liquidator is:

          Robin Lee Mcmahon
          c/o Barry MacManus
          Telephone: (345) 814 8997
          Facsimile: (345) 814 8529
          Ernst & Young Ltd.
          62 Forum Lane, Camana Bay
          PO Box 510 Grand Cayman KY1-1106
          Cayman Islands


LION/MUSTARD: Members' Final Meeting Set for June 11
----------------------------------------------------
The members of Lion/Mustard Cayman Topco Limited will hold their
final meeting on June 11, 2013, at 11:00 a.m., to receive the
liquidator's report on the company's wind-up proceedings and
property disposal.

The company's liquidator is:

          Mourant Ozannes Cayman Limited
          c/o Mourant Ozannes, Attorneys-at-law
          94 Solaris Avenue, Camana Bay
          P.O. Box 1348 Grand Cayman KY1-1108
          Cayman Islands


SOMERSET CAPITAL: Shareholder to Hear Wind-Up Report on June 21
---------------------------------------------------------------
The shareholder of Somerset Capital Offshore Fund, Ltd. will
receive on June 21, 2013, at 9:15 a.m., the liquidator's report on
the company's wind-up proceedings and property disposal.

The company's liquidator is:

          Intertrust Corporate Services (Cayman) Limited
          90 Elgin Avenue, George Town
          Grand Cayman KY1-9005
          Cayman Islands
          c/o Jennifer Chailler
          Telephone: (345) 914 3115


TANGERINE INVESTMENT: Members Receive Wind-Up Report
----------------------------------------------------
The members of Tangerine Investment Management Limited received on
May 29, 2013, the liquidator's report on the company's wind-up
proceedings and property disposal.

The company's liquidator is:

          Ian Stokoe
          c/o Devina Patel
          Telephone: (345) 914 8739
          Facsimile: (345) 945 4237
          PwC Corporate Finance & Recovery (Cayman) Limited
          PO Box 258 Strathvale House
          North Church Street, George Town Grand Cayman
          Cayman Islands


TAZMARINE LTD: Creditors' Proofs of Debt Due June 7
---------------------------------------------------
The creditors of Tazmarine Ltd. are required to file their proofs
of debt by June 7, 2013, to be included in the company's dividend
distribution.

The company commenced wind-up proceedings on April 29, 2013.

The company's liquidator is:

          MBT Trustees Ltd.
          Telephone: 945-8859
          Facsimile: 949-9793/4
          P.O. Box 30622 Grand Cayman KY1-1203
          Cayman Islands


TELECOM VENTURE: Members' Final Meeting Set for June 20
-------------------------------------------------------
The members of Telecom Venture Group FF L.D.C. will hold their
final meeting on June 20, 2013, at 10:00 a.m., to receive the
liquidator's report on the company's wind-up proceedings and
property disposal.

The company's liquidator is:

          Varun Kumar Bery
          c/o TVG Capital Partners Limited
          World Trust Tower
          Unit A, 8th Floor
          50 Stanley Street, Central
          Hong Kong
          Telephone: (852) 2147 2080
          Facsimile: (852) 2147 3320


TRAIN FINANCING: Creditors' Proofs of Debt Due June 21
------------------------------------------------------
The creditors of Train Financing Corporation Limited are required
to file their proofs of debt by June 21, 2013, to be included in
the company's dividend distribution.

The company commenced wind-up proceedings on March 14, 2013.

The company's liquidator is:

          Fides Limited
          c/o Ian Goddard and Natalee Mclean
          P.O. Box 10338 Grand Cayman KY1-1003
          Cayman Islands
          Telephone:  (345) 949 7232


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


DIGICEL GROUP: To Invest US$9 Billion in Burma
----------------------------------------------
RJR News reports that the Digicel Group consortium will invest
almost US$9 billion in a mobile phone network in Burma if its bid
for one of the two highly sought-after licenses in the country is
successful.  The report relates that the consortium has submitted
its tender application for the license, promising to employ more
than 7,000 people in the country by the end of the first year and
invest US$6.6 billion dollars.

According to RJR News, the Digicel consortium has committed to
launching its fourth-generation mobile phone network across rural
and urban Burma on December 1 this year.  It has also told the
government of the country, which is also known as Myanmar, that
its network will reach 52 per cent of the population by the end of
this year and achieve coverage of 96 per cent by 2016, the report
relates.

The report notes that the roll-out will involve 7,000 kilometres
of fibre optic cable, the provision of 23,000 wi-fi hot spots and
the world's largest single mobile deployment of solar power.

The report relays that the consortium comprises the Denis O'Brien-
controlled Digicel, George Soros's Quantum Strategic Partners and
YSH Finance, a joint venture that includes the involvement of
Serge Pun, one of the most successful businessmen in Burma.

Digicel Group, with regional headquarters in Jamaica, entered the
Panama market in 2008.

                       *     *     *

As reported in the Troubled Company Reporter on Sept. 7, 2012,
Moody's Investors Service assigned a Caa1 rating to Digicel
Group Limited's proposed US$700 million senior unsecured notes due
2020.  Net proceeds will be used to repurchase the entire tranche
of the DGL 9.125%/9.875% senior PIK toggle notes due 2015
(US$415 million outstanding) and a portion of the 8.875% senior
notes due 2015 (US$1 billion outstanding) via tender offers.


* JAMAICA: Airline Industry May Post Higher Profits in 2013
-----------------------------------------------------------
RJR News reports that the global airline industry is expected to
deliver higher profits this year, though concerns remain over
carriers' ability to keep increasing fares and secure the returns
needed to finance a looming bulge of new aircraft deliveries.

The International Air Transport Association, or IATA, said
industry profits are expected to rise to 127 billion dollars from
an estimated USD7.6 billion dollars in 2012.

According to the report the revised outlook came as airline
executives gathered in Cape Town for IATA's annual meeting against
a background of weakening global growth that is expected to put
increased focus on efforts to boost efficiency.

The report discloses that Tony Tyler, IATA's chief executive,
summed up the challenge facing an industry that has delivered
consistent growth but historically poor financial returns.



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


SATELITES MEXICANOS: S&P Revises Outlook to Pos. & Affirms 'B' CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Satelites Mexicanos S.A. de C.V. (Satmex) to positive from stable.
At the same time, S&P affirmed its 'B' corporate credit and issue
ratings.  In addition the recovery rating of '3', indicating S&P's
expectation of meaningful (50% to 70%) recovery for debt holders
in the event of a payment default, remains unchanged.

"The outlook revision is based on the company's future customer
backlog that will be increased through the sale of 45% Satmex 8's
incremental capacity.  Previously, additional revenue and EBITDA
were hindered by near 100% satellite utilization rates in both
Satmex 5 and Satmex 6," said Standard & Poor's credit analyst
Marcela Duenas.

Standard & Poor's Ratings Services' ratings on Satmex reflect the
company's "weak" business risk profile and its "aggressive"
financial risk profile.  These assessments take into account the
intense competition from regional and global satellite companies,
its limited fleet, its customer concentration risk, since some of
its largest clients are part of, or related to, satellite
operators so the potential for clients to switch service providers
is high; operational risks related to the launch of its Satmex 7
satellite; and its "less than adequate liquidity."  It also
considers Satmex's high debt levels and small scale that could
constrain its ability to react to changes in the business,
especially given the greater financial flexibility of its main
competitors.  These factors are partially mitigated by the
following features inherent to the fixed satellite services (FSS)
industry: high entry barriers given the scarcity of licenses for
orbital slots (Satmex holds three orbital locations); the high
cost of building, insuring, launching, and operating satellites;
attractive orbital locations and elevation angles that provide
robust coverage to 90% of the population of the Americas; high
utilization rates; and favorable growth opportunities in the
region as demand for data applications continue to grow.
Additionally, the company's long term maturities and dollar-
denominated contracts mitigating its foreign-exchange risk, are a
credit positive for the company.


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


CERTENEJAS INCORPORADO: Plan Confirmation Hearing Moved to Aug. 27
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico will
continue the hearing to consider confirmation of Certenejas
Incorporado's Plan of Reorganization on Aug. 27, 2013, at 10:00
a.m.

According to the explanatory disclosure statement, Banco Popular
de Puerto Rico, holder of a $40.4 million claim secured by
substantially all assets of the Debtor, will recover 100%.  On the
effective date, the Debtor will surrender, as payment in kind to
BPPR or will consent to the foreclosure of the Motel Molino Azul
(valued at $6.95 million), Motel Molino Rojo ($5.60 million),
Motel Las Palmas ($8.50 million), Motel El Rio ($6.67 million),
and Motel El Eden ($3.25 million), and a parcel of land in Rio
Grand, Puerto Rico ($1.45 million).  The Debtor will retain the
real property known as Motel Flor Del Valle (valued at $4.5
million).  The balance of BPPR's secured claim for $4.5 million
will be paid through monthly payments with a balloon payment of
$4.32 million on Dec. 31, 2014.

Holders of general unsecured claims aggregating $4.65 million will
recover 1%.  They will split a $50,000 carve out to be agreed with
BPPR.

Holders of interests are unimpaired.  Mr. Luis Jaime Meaux and
Mrs. Marta I. Muniz Melendez will retain their shares unaltered.

A copy of the Disclosure Statement is available for free at:

    http://bankrupt.com/misc/Certenejas_Inco_Plan_Outline.pdf

                   About Certenejas Incorporado

Certenejas Incorporado -- aka Hotel Flor Del Valle, Motel El
Eden, Motel Molino Azul, Motel Molino Rojo, Motel Las Palmas, and
Motel El Rio -- owns motels or short-term guest houses in Puerto
Rico.  It filed a Chapter 11 petition (Bankr. D.P.R. Case No.
12-02806) in Old San Juan, Puerto Rico, on April 11, 2012.  The
Debtor disclosed US$27.68 million in assets and US$45.29 million
in debts as of the Chapter 11 filing.  Charles Alfred Cuprill,
Esq., serves as the Debtor's counsel.  The petition was signed by
Luis J. Meaux Vazquez, president.

Certenejas Incorporado and three of its affiliates previously
sought Chapter 11 bankruptcy protection (Bankr. D.P.R. Case Nos.
09-08470 to 09-08473) on Oct. 2, 2009.  The affiliates are
Rojoazul Hotel, Inc., Jonathan Corporation, and Silvernugget
Development Corporation.  According to the schedules filed in the
2009 case, Certenejas Incorporado had total assets of
US$13,800,000, and total debts of US$41,596,637.  The petition was
signed by Luis J. Meaux Vazquez, the Company's president.



LIBERTY CABLEVISION: Moody's Cuts Corp. Family Rating to 'B3'
-------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of Liberty Cablevision of Puerto Rico LLC (LCPR, previously known
as San Juan Cable LLC or OneLink) to B3 and its probability of
default rating to B3-PD, concluding the review for downgrade
initiated May 9. The outlook is now negative.

Liberty Cablevision of Puerto Rico LLC

  Corporate Family Rating, Downgraded to B3 from B2

  Probability of Default Rating, Downgraded to B3-PD from B2-PD

  Senior Secured First Lien Credit Facility, Downgraded to B2 from
  B1

  Senior Secured Second Lien Credit Facility, Downgraded to Caa2
  from Caa1

  Outlook, Changed To Negative From Rating Under Review

Ratings Rationale

The downgrade and negative outlook incorporate the deterioration
of the liquidity profile, weaker than anticipated credit metrics,
and lack of clarity in financial reporting, recognizing the
company is in compliance with all financial reporting covenants
for its credit agreement. The execution of a waiver of a technical
default within the credit agreement reduced default risk,
supporting the B3 corporate family rating.

In November 2012, Searchlight Capital Partners (Searchlight) and
Liberty Global, Inc. (LGI) acquired San Juan Cable Holdings, LLC
(OneLink) from its existing owners, and LGI, the parent of LCPR,
simultaneously merged LCPR into OneLink, with LGI retaining
control through its 60% ownership and Searchlight owning the
remaining 40%. In May, LGI disclosed the discovery that materially
misstated financial information was provided to lenders relating
to financial periods prior to the merger, constituting a technical
default. Lenders agreed to waive this default, and the company
paid a modest fee of just under $1 million to execute the waiver.

LCPR reported a thin cushion of compliance under its bank
financial covenants for the first quarter of 2013, and the current
leverage would likely prevent incremental borrowings under the $25
million revolver. The limited revolver access and cash balance of
approximately $5 million as of March 31 afford LCPR with minimal
margin of error as it integrates the companies while also facing
intense competition and weak economic conditions in Puerto Rico.
The tight cushion raises the risk of risk of a breach, though the
credit facility does permit an equity cure and Moody's believes
the owners likely to contribute cash to facilitate compliance if
necessary.

LGI Broadband Operations, an indirect wholly-owned subsidiary of
LGI, provided a $10 million shareholder loan to LCPR at the end of
2012 with proceeds used to pay down revolver borrowings. This debt
does not factor into leverage calculations for covenant
compliance, and the cash boosted short term liquidity. However,
the incremental debt elevates overall leverage and adds interest
expense, weakening the credit profile.

Using the pro forma financial information available for 2012,
Moody's estimates leverage at approximately 7 times debt-to-EBITDA
before expected synergies, higher than previously expected pro
forma leverage in the low 6 times range. Based on available
information, it appears that the weaker EBITDA results primarily
from the restatement of historical San Juan Cable financials, and
management has not revised its forecast for the combined entity.
However, the limited information reduces Moody's ability to
monitor trends and performance, raising the risk of negative
surprises.

Nevertheless, the reporting challenges do not meaningfully alter
Moody's view that the combination of the two Puerto Rican
operators will yield revenue and cost synergies and enhance the
entity's competitive position. Furthermore, the 60% ownership and
implicit backing from LGI continues to support the rating.

The negative outlook incorporates concerns over the liquidity
profile.

Further deterioration of the liquidity profile could warrant a
downgrade.

Moody's would consider a stable outlook with evidence of improved
cushion under bank financial covenants and expectations for the
company to generate sustainable positive free cash flow.
Expectations for the company to achieve leverage below 6 times
debt-to-EBITDA, an improved liquidity position, and more detailed
reporting demonstrating progress in executing on the integration
could warrant an upgrade.

The principal methodology used in this rating was the Global Pay
Television - Cable and Direct-to-Home Satellite Operators
Methodology published in April 2013. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

In November 2012, Searchlight Capital Partners (Searchlight)
acquired San Juan Cable Holdings, LLC (OneLink) from its existing
owners (MidOcean Partners and Crestview Partners) with an all
cash, all common, equity contribution. Liberty Global, Inc. (LGI),
the parent of Liberty Cablevision of Puerto Rico, LLC (LCPR)
simultaneously merged LCPR into OneLink, with LGI retaining
control through its 60% ownership and Searchlight owning the
remaining 40%. The combined entity passes approximately 700,000
homes in Puerto Rico and has annual revenue of approximately $300
million.


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


* Upcoming Meetings, Conferences and Seminars
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Oct. 3-5, 2013
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      TMA Annual Convention
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Nov. 1, 2013
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      NCBJ/ABI Educational Program
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Dec. 2, 2013
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      19th Annual Distressed Investing Conference
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          Contact:   240-629-3300 or http://bankrupt.com/

Dec. 5-7, 2013
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      Winter Leadership Conference
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            Contact:   1-703-739-0800; http://www.abiworld.org/



                            ***********


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
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A list of Meetings, Conferences and Seminars appears in each
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related conferences are encouraged.  Send announcements to
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                            ***********


S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter-Latin America is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Fairless
Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C.,
USA, Marites O. Claro, Joy A. Agravante, Rousel Elaine T.
Fernandez, Valerie U. Pascual, 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
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