TCRLA_Public/130607.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, June 7, 2013, Vol. 14, No. 112


                            Headlines



A N T I G U A  &  B A R B U D A

STANFORD INT'L: Court Approves Interim Plan to Distribute Assets


B R A Z I L

ENERGIAS DO BRASIL: Moody's Affirms Ba1 Rating


C A Y M A N  I S L A N D S

ASI OFFSHORE: Shareholders to Hear Wind-Up Report on June 21
GOLDENTREE SPECIAL II: Members to Hear Wind-Up Report on June 14
GOLDENTREE SPECIAL III: Members to Hear Wind-Up Report on June 14
GOLDENTREE SPECIAL V: Members to Hear Wind-Up Report on June 14
HJORDIS MARINE: Shareholder to Hear Wind-Up Report on June 20

LIQUIDMACRO FUND: Members to Hear Wind-Up Report on June 21
LLK TECHNOLOGY: Shareholders to Hear Wind-Up Report on June 22
ODIN CDO I 2: Shareholder to Hear Wind-Up Report on June 24
ODIN CDO I 3: Shareholder to Hear Wind-Up Report on June 24
ODIN CDO I 4: Shareholder to Hear Wind-Up Report on June 24

QI ST EDMUND'S: Shareholder to Hear Wind-Up Report on June 21
SAKURA BONDCO: Shareholders to Hear Wind-Up Report on June 24
UNION AVENUE: Shareholder to Hear Wind-Up Report on June 12
UNION AVENUE FUND: Shareholder to Hear Wind-Up Report on June 12


J A M A I C A

AIR JAMAICA: NWU Calls For Firm Decision on Airline's Future
DIGICEL GROUP: Pledges US$9 Billion to Build Out Myanmar


M E X I C O

BOWLMOR AMF: Moody's Assigns 'B3' Corp. Family Rating
MANZANILLO MUNICIPALITY: Moody's Cuts Global Scale Rating to Ba3
MUNICIPALITY OF COLIMA: Moody's Alters Ratings Outlook to Neg.
OFFICE DEPOT: Sale of Stake in Mexican JV is Credit Positive


T R I N I D A D  &  T O B A G O

PETROTRIN: Headquarters To Cost USD440m


                            - - - - -

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


STANFORD INT'L: Court Approves Interim Plan to Distribute Assets
----------------------------------------------------------------
The Associated Press reports that a federal judge in Dallas,
Texas, has approved an interim plan that distributes some US$55
million in assets to bilked investors in a failed Ponzi scheme run
by disgraced former Texas financier Robert Allen Stanford.

The plan submitted by court-appointed receiver Ralph Janvey and
approved last May 30, by U.S. District Judge David Godbey amounts
to only 1 per cent of the US$5.1 billion in claims from investors,
according to The Associated Press.

As reported in the Troubled Company Reporter-Latin America on
June 18, 2012, Jamaica Observer said that Robert Allen Stanford
was sentenced by U.S. District Judge David Hittner to 110 years in
prison for bilking investors out of more than US$7 billion in over
two decades.  In a defiant, Mr. Stanford told the court about the
injuries he suffered during a prison fight; criticized the
government for its "gestapo tactics" when his companies were put
in receivership and their assets sold off to pay back investors;
described his financial empire as a victim of the 2008 credit
collapse; and recalled riding horses with former President George
W Bush, according to Jamaica Observer.

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

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

The U.S. Securities and Exchange Commission, on Feb. 17, 2012,
charged before the U.S. District Court in Dallas, Texas, Mr.
Stanford and three of his companies for orchestrating a
fraudulent, multi-billion dollar investment scheme centering on an
US$8 billion Certificate of Deposit program.

A criminal case was pursued against him in June 2012 before the
U.S. District Court in Houston, Texas.  Mr. Stanford pleaded not
guilty to 21 charges of multi-billion dollar fraud, money-
laundering and obstruction of justice.  Assistant Attorney
General Lanny Breuer, as cited by Agence France-Presse News, said
in a 57-page indictment that Mr. Stanford could face up to 250
years in prison if convicted on all charges.  Mr. Stanford
surrendered to U.S. authorities after a warrant was issued for
his arrest on the criminal charges.

The criminal case is U.S. v. Stanford, H-09-342, U.S. District
Court, Southern District of Texas (Houston). The civil case is
SEC v. Stanford International Bank, 3:09-cv-00298-N, U.S.
District Court, Northern District of Texas (Dallas).

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B R A Z I L
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ENERGIAS DO BRASIL: Moody's Affirms Ba1 Rating
----------------------------------------------
Moody's America Latina Ltda on June 5, 2013, affirmed the ratings
of Energias do Brasil S.A. (EDB, Ba1; Aa2.br), Bandeirante Energia
S.A (Bandeirante, Baa3; Aa1.br), Espirito Santo Centrais Eletricas
S.A. (Escelsa, Baa3; Aa1.br) and Energest S.A. (Energest, Baa3;
Aa1.br). The outlook for all ratings remains stable.

Ratings Rationale

EDB's ratings reflect the group's adequate credit metrics for the
rating category, despite recent deterioration, and relatively
stable cash flow from the regulated distribution business and
long-term supply contracts from the generation business. EDB's
resilient access to the local capital and banking markets further
supports the ratings. The ratings are constrained by the recent
deterioration in liquidity, sizeable capital expenditures and
historically high distribution of dividends.

The weaker consolidated credit metrics that EDB recently reported
as well as the weaker liquidity positions at the holding parent
company and its two distribution subsidiaries Bandeirante and
Escelsa do not have any immediate impact on EDB's ratings or those
of its rated subsidiaries Bandeirante, Escelsa and Energest.

The deterioration stems from the delay in the completion of the
720 MW coal-fired thermo power plant Porto do Pecem Geracao
Energia S.A. (Energia Pecem), which EDB had committed to the
regulator ANEEL would start operating in July 2012. It also stems
from lower cash generation at the two distribution companies,
Bandeirante and Escelsa, because of the increase in the cost of
acquiring energy during the last quarter of 2012 and the first
quarter of 2013 due to the continued low hydrology levels across
the country. Sizable consolidated capital expenditures and a
relatively high dividend pay-out ratio have also contributed to
weaker credit metrics.

EDB holds a 50% participation in Energia Pecem, which comprises
two 360 MW turbines. The first turbine came on stream in December
2012; the second one started operating on May 10, 2013. As a
result of the delay in the start up, Energia Pecem was forced to
acquire energy in the spot market at unusually high prices to
honor the existing power purchase agreement (PPA) during the
second half of 2012 and first quarter of 2013.

In 2012, Energia Pecem posted a very poor financial performance as
measured by negative EBITDA of BRL 209 million. The company's cash
flow was also very weak as measured by negative funds from
operations (FFO) of BRL 305 million. Increased working capital
needs of BRL 331 million plus capital expenditures of BRL 406
million to complete the project further hurt results.

In 2012, both shareholders capitalized Energia Pecem by BRL 703
million and extended inter-company loans of BRL 267 million in
proportion to their participation in Pecem Energia's capital, i.e.
50% in EDB's case, to cover the shortfalls in cash flow.

Despite the startup of the first turbine, which reduced the amount
of energy Energia Pecem needed to acquire to honor the PPAs,
Energia Pecem again posted a very poor performance in the first
quarter of 2013, with a negative EBITDA of BRL 143.4 million and a
net loss of BRL 124 million. As a result, the company's
shareholders had to step in once again to support the company by
injecting an additional BRL 110 million capital in the first
quarter of 2013.

Moody's expects Energia Pecem to generate positive cash flow in
the second half of the year when the two turbines should be
operating at full capacity. Moody's does not rule out the
potential need of additional capitalization from the shareholders
over the next couple of months to help the company meet its main
cash needs, which mostly consists of meeting its debt service
requirements, which are currently estimated at BRL 40 million per
quarter. The actual amount needed, however, should be much lower.

The major downside risk for this expectation is that some
unforeseen technical problem in the operation of the power plant
would prevent the company from generating the level of energy as
required by the National Operating system (ONS).

EDB's two distribution subsidiaries Bandeirante and Escelsa also
posted weaker than expected financial performances in 2012. In
line with our expectations, the third tariff review applied by the
regulator last October significantly affected Bandeirante's cash
flow as the review was retroactive to October 2011. Nonetheless,
Bandeirante incurred additional costs acquiring more expensive
thermo energy due to the drought induced hydrology restrictions,
mainly in the second half of 2012. These additional costs were not
recognized or covered in the company's existing tariffs.

Reaching BRL 142 million as of December 31, 2012, these additional
costs were accounted for as regulatory assets to be included in
the company's next tariff adjustment in October 2013.
Consequently, Bandeirante posted CFO Pre working Capital (CFO) of
BRL 217 million (26.1% of total debt), down from the previous
three-year average of BRL 429.6 million or 50.8% of total debt.

Increases in the cost of acquiring energy also hurt Escelsa's cash
flow in 2012 which resulted in BRL 89 million in net regulatory
assets which were also not recovered in the company's tariffs in
2012. In August 2013, the regulator ANEEL will apply the new
procedures of the third tariff review on the company's tariffs,
which will be reduced accordingly. The reductions, however, will
be partly tempered by the recognition of the previous operating
costs not included in the company's tariffs in the previous
period.

In 2012, Escelsa posted CFO of BRL 295 million (27% over debt)
slightly up from the previous three-year average of BRL 265.6
million (29.7% over debt); however, the deterioration in this
ratio largely stems from Escelsa's recognition of an additional
BRL 171 million in unfunded pension liabilities which Moody's
treats as debt.

On March 7, 2013, the federal government approved the use of
existing financial resources from the sector's regulatory fund CDE
(Energy Development Account) to alleviate the tighter liquidity
position experienced by most of the Brazilian electric
distribution utilities due to the higher thermal energy costs .
Use of these funds is to prevent the permanent transfer of what is
viewed as rather unusual circumstances in acquiring the more
expensive thermal power this past 12 months to the current
electricity tariffs.

The federal government, which has committed to replenish the CDE
so that this fund can fulfill its new objectives, has recently
indicated that it will sell part of its existing receivables
against ITAIPU to BNDES in an amount not disclosed whose proceeds
will be used to capitalize the CDE fund. Although timing and
operational procedures are not clear, Brazilian electricity
consumers are bound to pay for this subsidy in the long term
through higher electricity bills.

Bandeirante received BRL 58.8 million and Escelsa received BRL
94.9 million in the first quarter of 2013 from CDE. These payments
not only reduced the amount of regulatory assets these companies
would be forced to recognize but also contributed to a reduction
in the pressure on their liquidity.

As a result of Pecem Energia's poor performance and the tight
liquidity position of its distribution businesses, EDB accessed
the local capital markets to meet its increased cash needs,
raising BRL 950 million of medium-term debt over the past 10
months. In August 2012, EDB issued 18-month debentures and in
April 2013 it secured an additional 3-year BRL 500 million
debentures, which were fully acquired by a local Brazilian bank.

Moody's expects the next two years will be challenging for EDB in
light of its sizeable capital expenditures program which should
average over BRL 1 billion per year. While Moody's doesn't expect
EDB's credit metrics to materially change over the next couple of
years, they will improve thereafter when two other major hydro-
power projects commence operations. In the interim, Moody's
projects that EDB's consolidated credit metrics will remain
commensurate with the Baa3 rating but now more at the lower end of
the rating category.

Moody's will keep monitoring EDB'S financial and operating
performance over the medium horizon to evaluate its cash flow
generation and liquidity position, as well as its ability to
turnaround and stabilize the Pecem project while successfully
completing its other major power projects as scheduled.

Management's ability to secure long-term debt in a timely and
adequate manner to fund its major capital expenditures and to
lengthen its debt profile will be an important key rating driver
going forward. Also important will be the group's ability to
balance capital expenditures and the distribution of dividends
with any materially lower-than-expected cash generation.

Given the recent deterioration in credit metrics an upgrade action
is very unlikely in the short to medium term.

There would be growing pressure for a downgrade action if EDB and
its subsidiaries do not improve their liquidity by lengthening
their debt profile and securing timely and adequate long-term
funding to meet its sizeable capital expenditure program.
Quantitatively, a downgrade could be triggered by a fall in the
RCF over debt ratio below 10% and interest coverage below 3.5x for
a prolonged period.

The principal methodology used in this rating was Regulated
Electric and Gas Utilities Rating Methodology (August, 2009).


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


ASI OFFSHORE: Shareholders to Hear Wind-Up Report on June 21
------------------------------------------------------------
The shareholders of ASI Offshore Global Relative Value Fund, Ltd.
will receive on June 21, 2013, at 4:00 p.m., 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


GOLDENTREE SPECIAL II: Members to Hear Wind-Up Report on June 14
----------------------------------------------------------------
The members of Goldentree Special Holdings II Ltd will receive on
June 14, 2013, at 10:00 a.m., the liquidator's report on the
company's wind-up proceedings and property disposal.

The company's liquidator is:

          GTAM TS Investment LLC
          c/o GoldenTree Asset Management LP
          300 Park Avenue, 21st Floor
          New York NY10022
          United States of America


GOLDENTREE SPECIAL III: Members to Hear Wind-Up Report on June 14
-----------------------------------------------------------------
The members of Goldentree Special Holdings III Ltd will receive on
June 14, 2013, at 10:00 a.m., the liquidator's report on the
company's wind-up proceedings and property disposal.

The company's liquidator is:

          GTAM TS Investment LLC
          c/o GoldenTree Asset Management LP
          300 Park Avenue, 21st Floor
          New York NY10022
          United States of America


GOLDENTREE SPECIAL V: Members to Hear Wind-Up Report on June 14
---------------------------------------------------------------
The members of Goldentree Special Holdings V Ltd will receive on
June 14, 2013, at 10:00 a.m., the liquidator's report on the
company's wind-up proceedings and property disposal.

The company's liquidator is:

          GTAM TS Investment LLC
          c/o GoldenTree Asset Management LP
          300 Park Avenue, 21st Floor
          New York NY10022
          United States of America


HJORDIS MARINE: Shareholder to Hear Wind-Up Report on June 20
-------------------------------------------------------------
The shareholder of Hjordis Marine Ltd. will receive on June 20,
2013, at 10:00 a.m., the liquidator's report on the company's
wind-up proceedings and property disposal.

The company's liquidator is:

          Campbells Directors Limited
          Willow House, Floor 4
          Cricket Square
          PO Box 268 Grand Cayman KY1-1104
          Cayman Islands
          Telephone: +1 (345) 949 6258
          Facsimile: +1 (345) 945 2877


LIQUIDMACRO FUND: Members to Hear Wind-Up Report on June 21
-----------------------------------------------------------
The members of Liquidmacro Fund, Ltd. will receive on June 21,
2013, at 4:00 p.m., 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


LLK TECHNOLOGY: Shareholders to Hear Wind-Up Report on June 22
--------------------------------------------------------------
The shareholders of LLK Technology, Inc. will receive on June 22,
2013, the liquidator's report on the company's wind-up proceedings
and property disposal.

The company's liquidator is:

          Yeh, Yu-Ching
          Michelle R. Bodden-Moxam
          Telephone: 945 6682
          Facsimile: 945 6692
          Portcullis TrustNet (Cayman) Ltd.
          The Grand Pavilion Commercial Centre
          Oleander Way, 802 West Bay Road
          P.O. Box 32052 Grand Cayman KY1-1203
          Cayman Islands


ODIN CDO I 2: Shareholder to Hear Wind-Up Report on June 24
-----------------------------------------------------------
The shareholder of Odin CDO I (Cayman Islands No. 2) Limited will
receive on June 24, 2013, the liquidator's report on the company's
wind-up proceedings and property disposal.

The company's liquidator is:

          David Dyer
          Telephone: (345)949 8244
          Facsimile: (345)949 5223
          P.O. Box 1984 Grand Cayman KY1-1104
          Cayman Islands


ODIN CDO I 3: Shareholder to Hear Wind-Up Report on June 24
-----------------------------------------------------------
The shareholder of Odin CDO I (Cayman Islands No. 3) Limited will
receive on June 24, 2013, the liquidator's report on the company's
wind-up proceedings and property disposal.

The company's liquidator is:

          David Dyer
          Telephone: (345)949 8244
          Facsimile: (345)949 5223
          P.O. Box 1984 Grand Cayman KY1-1104
          Cayman Islands


ODIN CDO I 4: Shareholder to Hear Wind-Up Report on June 24
-----------------------------------------------------------
The shareholder of Odin CDO I (Cayman Islands No. 4) Limited will
receive on June 24, 2013, the liquidator's report on the company's
wind-up proceedings and property disposal.

The company's liquidator is:

          David Dyer
          Telephone: (345)949 8244
          Facsimile: (345)949 5223
          P.O. Box 1984 Grand Cayman KY1-1104
          Cayman Islands


QI ST EDMUND'S: Shareholder to Hear Wind-Up Report on June 21
-------------------------------------------------------------
The shareholder of QI St Edmund's Terrace Limited will receive on
June 21, 2013, at 9:30 a.m., the liquidator's report on the
company's wind-up proceedings and property disposal.

The company's liquidator is:

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


SAKURA BONDCO: Shareholders to Hear Wind-Up Report on June 24
-------------------------------------------------------------
The shareholders of Sakura Bondco will receive on June 24, 2013,
at 10:00 a.m., the liquidator's report on the company's wind-up
proceedings and property disposal.

The company's liquidator is:

          Sakura Master Holding GP
          c/o Rupert Bell
          Walkers
          190 Elgin Avenue, George Town
          Grand Cayman KY1-9001
          Cayman Islands
          Telephone: +1 (345) 949 0100


UNION AVENUE: Shareholder to Hear Wind-Up Report on June 12
-----------------------------------------------------------
The shareholder of Union Avenue Portfolio Fund Ltd. will receive
on June 12, 2013, at 10:00 a.m., the liquidator's report on the
company's wind-up proceedings and property disposal.

The company's liquidator is:

          Ogier
          c/o Michael Lockwood
          Telephone: (345) 815 1803
          Facsimile: (345) 949 9877


UNION AVENUE FUND: Shareholder to Hear Wind-Up Report on June 12
----------------------------------------------------------------
The shareholder of Union Avenue Fund Ltd. will receive on June 12,
2013, at 10:00 a.m., the liquidator's report on the company's
wind-up proceedings and property disposal.

The company's liquidator is:

          Ogier
          c/o Michael Lockwood
          Telephone: (345) 815 1803
          Facsimile: (345) 949 9877


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

AIR JAMAICA: NWU Calls For Firm Decision on Airline's Future
------------------------------------------------------------
RJR News reports that Granville Valentine, vice president of the
National Workers' Union (NWU), is calling for the Jamaican
government to act decisively in addressing concerns about the
management of the Air Jamaica Limited brand by Caribbean Airlines
Limited.

Questions have been raised in some quarters about the future of
the brand following the decision by CAL to reduce daily flights to
Jamaica, according to RJR News.

The report discloses that earlier this week Prime Minister Portia
Simpson Miller said the relationship between Caribbean Airlines
and Air Jamaica, which it acquired two years ago, is of great
concern.  Mr. Valentine said it is time for the Government to
address the matter, the report notes.

As reported in the Troubled Company Reporter-Latin America on
July 23, 2012, Caribbean360.com said the Civil Aviation Authority
(CAA) instructed Caribbean Airlines to drop its Air Jamaica
Limited branding from its aircraft.  Trinidad Express News said
CAL has been informed that the use of the Air Jamaica brand does
not comply with CAL's airline operator certificate and, despite
the acquisition of Air Jamaica's routes, according to
Caribbean360.com.  Trinidad Express reported that CAL is not
licensed to operate the two brands, although it has been doing so
for over a year.  Caribbean360.com relayed that for CAL to use the
Air Jamaica brand, it would in fact have to register a new airline
in the name of Air Jamaica.

                        About Air Jamaica

Headquartered in Kingston, Jamaica, Air Jamaica Limited --
http://www.airjamaica.com/-- was founded in 1969.  It flies
passengers and cargo to almost 30 destinations in the Caribbean,
Europe, and North America.

As reported in the Troubled Company Reporter-Latin America on
June 23, 2010, Trinidad and Tobago Caribbean Airline on May 1,
2010, acquired Air Jamaica for US$50 million and operated six Air
Jamaica aircraft and eight of its routes.  Jamaica got a 16%
stake in the merged operation, with CAL owning 84%.  A TCR-LA
report dated June 29, 2009 said cash-strapped Air Jamaica has been
hemorrhaging over US$150 million per annum and the government has
had to foot the massive bill.  Air Jamaica also had over US$600
million in loans outstanding.


DIGICEL GROUP: Pledges US$9 Billion to Build Out Myanmar
--------------------------------------------------------
Jamaica Observer reports that a Digicel Group-led consortium
promised to invest close to US$9 billion in Myanmar in its bid to
get one of two telecommunications licenses there.  The pledge,
which accompanied its official bid, is twice the amount it spent
over the last 12 years, according to Jamaica Observer.

Jamaica Observer notes that Irish telecommunications firm's owner,
Denis O'Brien, said that the planned capital expenditure includes
the roll-out of a 4G network, which would provide coverage to 52
per cent of the population by year-end and 96 per cent by 2016.

The report relates that Digicel Group has been gunning for a
licence in the South-East Asian country (formerly Burma) since
2009, and says it already has 893 persons employed in the country,
while it is the title sponsor of the Myanmar Football Federation
and the Myanmar Special Olympics Federation.

The report says that the consortium includes YSH Finance, a
subsidiary of SPA Myanmar Group, which is a leading conglomerate
in Myanmar, and billionaire George Soros.  But Digicel, which
operates in the Caribbean, Central America and the Pacific, has
stiff competition, the report relays.

The report relates that even while mega mobile-phone companies
Vodafone and China Mobile withdrew their joint bid, the 10 other
shortlisted companies include:

   -- Airtel Consortium;
   -- Axiata Group;
   -- France Telecom-Orange and Marubeni;
   -- KDDI,
   -- Sumitomo,
   -- Myanmar Information and Communication Technology Development
      Corp and A1 Construction;
   -- Millicom International Cellular;
   -- MTN Consortium;
   -- Qatar Telecom;
   -- Singtel, KBZ and Myanmar Telephone Co;
   -- Telenor; and
   -- Viettel Group.

The consortiums led by Singtel, India's Airtel, and MTN have also
announced bid submissions.

The report says that Digicel boasts having substantial success in
driving mobile penetration in previously underserved markets.

The report notes that Myanmar's government aims to increase
overall teledensity to 75 per cent to 80 per cent by 2016, even
though the 5.4 million mobile phone subscribers and the 600,000
fixed-line users, as at the end of December, placed teledensity at
less than 10 per cent of the population.

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.


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


BOWLMOR AMF: Moody's Assigns 'B3' Corp. Family Rating
-----------------------------------------------------
Moody's Investors Service has assigned Bowlmor AMF a B3 Corporate
Family Rating (CFR) and B3-PD Probability of Default Rating (PDR).
As part of the rating action, Moody's has also assigned a B2
(LGD3-33%) rating to AMF Bowling Centers, Inc.'s proposed $260
million senior secured 1st lien credit facilities, which consist
of a $230 million term loan and $30 million revolver. The rating
outlook is stable.

After exiting from Chapter 11 bankruptcy protection, AMF Bowling
Worldwide, Inc. (AMF) will merge with Strike Holdings LLC
(Bowlmor) with the combined company being operated by Bowlmor's
existing management team. The proceeds from the new debt along
with $55 million of unrated senior secured 2nd lien debt issued by
the holding company, Bowlmor AMF, will be used to repay the DIP
term loan, pre-petition 1st lien debt facilities, Bowlmor's term
loan as well as pay a distribution to Bowlmor's minority investor
and unsecured creditors, and pay fees and expenses.

Moody's took the following rating actions:

Bowlmor AMF

  Corporate Family Rating, assigned B3

  Probability of Default Rating, assigned B3-PD

Outlook, stable

AMF Bowling Centers, Inc.,

  $30 million 1st lien Revolving Credit Facility due 2018,
  Assigned B2, LGD3-33%

  $230 million 1st lien term loan due 2019, Assigned B2, LGD3-33%

The assigned ratings are subject to review of final documentation
and no material change in the terms and conditions of the
transaction as provided to Moody's.

Ratings Rationale

Bowlmor AMF's B3 CFR reflect the company's high leverage after AMF
exited from bankruptcy protection for the second time since 2001
and the limited expected free cash flow on a pro-forma basis. The
ratings also include the heightened sensitivity of its customer
base to the economy and the long term decline in bowling demand
from traditional league bowlers that has pressured AMF's results.
Supporting the rating are expected cost savings and efficiency
initiatives that should improve EBITDA margins and help the firm
deleverage. The company's strategy is more likely to be able to
grow the higher margin casual bowler or open play customer that
will be needed to replace league bowlers and support increased
revenue from food, drink, and other entertainment offerings.
Growth from corporate events and private parties are also
anticipated to be supportive of performance, although this is also
expected to be highly sensitive to economic conditions.

Pro-forma for the transaction, Moody's expects leverage to decline
from over 6.5x (including Moody's standard adjustments with lease
obligations adjusted at 8x rent expense) to the low 6x at the end
of the company's fiscal year ended June 2014 as a result of EBITDA
growth from operating improvements.

Moody's anticipates that Bowlmor AMF will have adequate liquidity
over the next 12 months, supported by approximately $11 million
cash on hand pro-forma for the transaction and an undrawn $30
million revolver. Moody's expects the company to generate limited
free cash flow over the projection period. The term loans are
expected to have two covenants: maximum leverage and minimum
interest coverage.

The ratings for the debt instruments reflect both the overall
probability of default of Bowlmor AMF, to which Moody's assigns a
probability of default rating (PDR) of B3-PD, the average family
loss given default assessment and the composition of the debt
instruments in the capital structure. The proposed 1st lien credit
facilities will be issued at AMF Bowling Centers , Inc., are rated
B2 (LGD3, 33%), one notch above the CFR given the loss absorption
from the unrated 2nd lien debt at the parent company, Bowlmor AMF.

The stable outlook reflects Moody's expectation that Bowlmor AMF
will be able to achieve operating improvements and grow EBITDA
such that leverage will decline towards 6x (Moody's adjusted) over
the rating horizon.

While unlikely, Moody's could upgrade Bowlmor AMF's ratings if
leverage were to decrease below 5.5x (Moody's adjusted) with free
cash flow to debt above 5% on sustainable basis.

Moody's could downgrade the company's ratings if leverage were to
increase above 7x (Moody's adjusted) due to poor operating
performance or from economic weakness. Strained liquidity or a
likely covenant violation could also put downward pressure on the
ratings.

The principal methodology used in this rating was the Global
Business & Consumer Service Industry Rating Methodology published
in October 2010. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Bowlmor AMF is a leading bowling center operator in the US and
includes 8 centers located in Mexico. Pro-forma for the pending
merger of AMF with Strike Holdings LLC ("Bowlmor), the combined
company will have 268 centers across the country and will operate
under the Bowlmor, Bowlero, and AMF Sport brands. AMF Bowling
Worldwide, Inc., filed for Chapter 11 bankruptcy protection in
2001 and 2012.


MANZANILLO MUNICIPALITY: Moody's Cuts Global Scale Rating to Ba3
----------------------------------------------------------------
Moody's de Mexico downgraded Manzanillo's issuer ratings to A3.mx
from A2.mx (Mexico National Scale) and to Ba3 from Ba2 (Global
Scale, local currency). At the same time, Moody's maintained the
negative outlook on the ratings.

Ratings Rationale

The downgrade reflects Manzanillo's weak operating performance
that led to the deterioration of its consolidated fiscal results
and the reduction of its liquidity levels. The negative outlook
reflects Moody's expectation that the municipality will continue
to face significant challenges to redress its poor operating
performance and liquidity levels.

Manzanillo continues to record poor operating performance, with an
average Gross Operating Balance of -3.6% of operating revenues
over the period 2008-2012. This is a result of operating revenues
growing only at a compound annual growth rate (CAGR) of 5.6%,
slightly below operating expenditures (5.8%). The solid
performance of own-source revenues, that have grown considerably
over the last five years, CAGR08-12 = 9.1% has not been enough to
offset the operating deficits. Driven by a dynamic economy, own-
source revenues represent on average a solid 36.8% of operating
revenues.

Manzanillo has registered cash financing requirements over the
last five years, that average -4.8% of total revenues. These have
led to a rapid increase of debt to 33% of operating revenues in
2012, from 23.7% in 2008. Manzanillo financed its 2012 deficit
through its own liquidity, driving the net working capital to
expenditures to a very weak -10.3% in 2012 from -1.1% in 2011.

WHAT COULD CHANGE THE RATING UP/DOWN?

Given the negative outlook, we do not expect upward pressure on
the ratings. Notwithstanding, an improvement in gross operating
performance and its liquidity, could lead to the stabilization of
the rating. Conversely, the persistence of poor operating and
consolidated financial performance leading to the deterioration of
debt metrics and/or liquidity could exert downward pressure on the
ratings.

The principal methodology used in this rating was regional and
Local Governments published on Jan. 18, -2013.


MUNICIPALITY OF COLIMA: Moody's Alters Ratings Outlook to Neg.
-------------------------------------------------------------
Moody's de Mexico affirms the Municipality of Colima's A2.mx
(Mexico National Scale) and Ba2 (Global Scale, local currency)
ratings and changed the outlook to negative from stable.

Ratings Rationale

The recommendation to change the Municipality of Colima's outlook
to negative from stable reflects a sharp deterioration of its
liquidity position by year-end 2012.

Colima has registered cash financing requirements over the last
five years averaging -6.0% of total revenues. In 2012 Colima
recorded a small deficit of 0.3%. These deficits have not been
financed with debt, which remains still low, at 3% of operating
revenues.

Instead, Colima has the practice to finance its deficits through
its liquidity, driving the net working capital (current assets
minus current liabilities) to expenditures to a very weak -19% in
2012 from -2.1% in 2008. Colima, has also the practice to finance
its in-year cash needs via short-term loans. While we acknowledge
that the current administration is taking measures to improve
financial performance and pay off its current liabilities, in
Moody's view, its dependence on short term financing and its poor
liquidity levels could lead to a rapid deterioration of Colima's
creditworthiness.

The aforementioned challenges are tempered by Colima's credit
strengths, including (i) a solid level of own-source revenues
representing on average 37.4% of operating revenues, which gives
the city some revenue raising flexibility, and (ii) contained
pressures on operating performance. While own-source revenues have
only grown at a CAGR of 3%, Colima has managed to control current
expenditures (CAGR of 4%) and as a result, its operating
performance, albeit weak, has not deteriorated.

WHAT COULD CHANGE THE RATING UP/DOWN?

Given the negative outlook, we do not expect upward pressure on
the ratings. Notwithstanding, an improvement in gross operating
performance and its liquidity levels, could lead to the
stabilization of the rating. Conversely, the persistence of poor
operating performance leading to a further deterioration of
liquidity or a sharp increase in debt metrics could exert downward
pressure on the ratings.

The principal methodologies used in this rating were Regional and
Local Governments published on 18-Jan-2013 and Mapping Moody's
National Scale Ratings to Global Scale Ratings published on Oct.
9, 2012.


OFFICE DEPOT: Sale of Stake in Mexican JV is Credit Positive
------------------------------------------------------------
In a comment published on June 5, 2013, Moody's Investors Service
stated that Office Depot's announcement on June 4, 2013 that it
had agreed to sell its 50% stake in Latin American Joint Venture
Office Depot de Mexico S.A. de C.V. to its partner Grupo Gigante,
S.A.B. de C.V. (GIGANTE.MX) for roughly $690 million was a credit
positive for the company. "Assuming approvals from shareholders
are received, and the company deploys the approximately $550
million in net after-tax proceeds to debt repayment as publicly
announced, this transaction will be positive for debtholders and
will also result in an enhanced liquidity profile for Office
Depot," stated Moody's Senior Analyst Charlie O'Shea. "While it
has no immediate impact on the company's B2 rating or the
developing outlook as these are presently driven primarily by
still-challenged operating performance and issues surrounding the
potential merger with OfficeMax (B1, developing), we believe this
is definitely a positive action for the company."

Office Depot's B2 rating considers its credit metrics, which
remain weak, though will improve upon closing of the sale of the
Mexican JV, and its solid, though still-challenged, number two
position in the office supplies segment. The rating also considers
the difficult macroeconomic environment in the U.S. and Europe,
which continues to compress operating performance. We expect
liquidity to remain at least very good and remain a critical
factor supporting the B2 rating.

The developing outlook considers the pending merger with
OfficeMax, with issues such as shareholder and regulatory approval
remaining. Upward ratings momentum would result in the event the
company is able to improve the operating profitability of its
North American and International businesses. Ratings could be
upgraded if debt/EBITDA approaches 5.0 times and EBITA/Interest
was sustained above 1.75 times, with liquidity generally
maintained at present levels. Ratings could be downgraded if
debt/EBITDA is sustained above 6 times or if EBITA/interest fell
below 1 time. Ratings could also be downgraded if liquidity were
to weaken.

Headquartered in Boca Raton Florida, Office Depot is the second
largest office supply retailer in the U.S., with annual revenues
of around $10.7 billion and 1,112 stores in North America.


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


PETROTRIN: Headquarters To Cost USD440m
---------------------------------------
Newsday reports that Trinidad and Tobago Minister of Energy Kevin
Ramnarine said the budget for the new Petroleum Company of
Trinidad and Tobago (Petrotrin) headquarters is now US$440
million.

In a Senate statement, Mr. Ramnarine said the 60,000 square feet
project had initially been budgeted at $75 million, but changes in
the scope and design under the previous administration gradually
saw the projected cost rise, according to Newsday.  To date, he
said, $170 million had been spent on the project, the report
relates.

The report says that Mr. Ramnarine also said he will call upon
Petrotrin to conduct a "post-investment appraisal analysis" of the
gas-to-liquids project which has saddled Petrotrin in debt.

The report notes that the matter is currently subject of a lawsuit
brought by the State against the former Petrotrin Malcolm Jones-
led board alleging breach of company duties.

The report discloses that twice during Mr. Ramnarine's statement,
PNM Senator Faris Al-rawi rose, citing Parliament rules that
prevent matters before the courts from being prejudiced.

The report adds that Senate President Timothy Hamel-Smith
overruled both points of order, but however cautioned Mr.
Ramnarine in making his statement.

                          About Petrotrin

Petroleum Company of Trinidad and Tobago is the major state-owned
oil company in Trinidad and Tobago.  The company was established
in 1993 by the merger of Trintopec and Trintoc, two state-owned
oil companies.  Petrotrin's main holdings are extensive, mature
onshore fields located across southern Trinidad.  Large areas
have been leased out to small private producers who are able to
make a profit on wells that are unprofitable for Petrotrin,
giving it higher labor costs.  The company operates a refinery at
Pointe-Pierre, just north of San Fernando in south Trinidad.
Most crude petroleum produced in Trinidad is exported without
being refined. The refinery depends on imported crude (mostly
from Venezuela), which is either used domestically or exported.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
June 9, 2010, Trinidad Express related that four members of
Petrotrin submitted their resignation letters.  According to the
report, Malcom Jones resigned as chairman of Petrotrin and from
the State boards.  The report related board members Lawford
Dupres, who chaired the National Petroleum board, attorney Kerwin
Garcia and Andrew McIntosh had also resigned.  Prime Minister
Kamla Persad-Bissessar, the report noted, said that Cabinet had
ordered a forensic audit of Petrotrin as there were "grounds for
suspicion of misconduct" at Petrotrin similar to what may have
transpired at special-purpose State enterprise UDeCOTT.  The
report said that the company was experiencing serious financial
difficulties resulting in high cost overruns of its refinery
upgrade.   The situation was exacerbated by a US$12 billion
lawsuit by World GTL Inc. against Petrotrin, the report added.


                            ***********


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.


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