TCRLA_Public/131211.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                     L A T I N   A M E R I C A

           Wednesday, December 11, 2013, Vol. 14, No. 245


                            Headlines



A R G E N T I N A

YPF SOCIEDAD: Moody's Assigns 'B3' Rating to US$500MM Notes


B A R B A D O S

SAGICOR FIN'L: Shows US$6.2 cents Loss in EPS in 9Mo Ended Sept 30


B R A Z I L

CENTRAIS ELETRICAS: Expects Job Cuts to Save US$441MM Per Year
CENTRAIS ELECTRICAS: Fitch Affirms IDR at BB; Outlook Negative


C A Y M A N  I S L A N D S

ABSOLUTE RETURN: Commences Liquidation Proceedings
ABSOLUTE RETURN TRADING: Commences Liquidation Proceedings
AVATAR FINANCE: Commences Liquidation Proceedings
CAYMAN LTD: Commences Liquidation Proceedings
CRAFT 2010-1: Commences Liquidation Proceedings

CRAFT 2010-4: Commences Liquidation Proceedings
CRAFT 2010-5: Commences Liquidation Proceedings
CRAFT 2012-1: Commences Liquidation Proceedings
KARSCH TRADING: Commences Liquidation Proceedings
MA ABSOLUTE: Commences Liquidation Proceedings

MA KARSCH: Commences Liquidation Proceedings
MA WCM FF II: Commences Liquidation Proceedings
SILVER FERN: Commences Liquidation Proceedings
WCM FF II FEEDER: Commences Liquidation Proceedings
WCM FF II TRADING: Commences Liquidation Proceedings


C H I L E

AUTOMOTORES GILDEMEISTER: Incurs US$18MM Loss in 9Mo Ended Sept.30
AUTOMOTORES GILDEMEISTER: Moody's Cuts Corp. Family Rating to B1


M E X I C O

UNION DE CREDITO: Moody's Affirms B1 Currency Deposit Rating


P U E R T O   R I C O

POPULAR INC: Declares Dividends on Preferred Stock
POPULAR INC: Fitch Affirms LT Issuer Default Rating at 'BB-'


V E N E Z U E L A

PETROLEOS DE VALENZUELA: Fitch Rates Sr. Unsec. Debt Notes B+/RR4


                            - - - - -


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


YPF SOCIEDAD: Moody's Assigns 'B3' Rating to US$500MM Notes
-----------------------------------------------------------
Moody's Investors Service assigned a B3 foreign currency bond
rating to up to US$500 million of medium-term notes to be issued
by YPF Sociedad Anonima under the company's US$5 billion medium-
term note program. At the same time, Moody's affirmed YPF's B3
global local currency rating. The outlook is negative. Proceeds
from the notes issuance will be used to fund investments in fixed
assets located Argentina and working capital.

"YPF's proposed bond offering will improve the company's liquidity
and debt maturity profile, and also diversity its sources of
financing," commented Gretchen French, Moody's Vice President.
"Our underlying views on YPF reflected in our November 13th rating
action remain unchanged."

Issuer: YPF Sociedad Anonima

Ratings assigned include:

US$500 million senior unsecured notes due 2018, Rated B3

US$5,000 million medium-term note program, Rated (P)B3

Ratings affirmed include:

Global Local Currency Rating at B3

National Scale Rating at A2.ar

Ratings Rationale:

YPF's B3 ratings reflect the application of Moody's joint default
rating methodology for government-related issuers (GRIs). The B3
rating combines YPF's underlying baseline credit assessment of b3,
the B3 local currency rating and negative outlook of the Argentine
government, moderate support and high dependence.

YPF's underlying baseline credit assessment reflects the company's
exposure to Argentine economic instability, including an
unpredictable government policy framework, and exposure to foreign
currency convertibility and transfer risk. In addition, while YPF
has maintained its strong financial track record since coming
under government control in April 2012, this track record still
remains limited. The baseline credit assessment is supported by
the company's status as the largest industrial corporation and
energy company in Argentina. YPF benefits from upstream/downstream
integration and other business diversification, and sizeable oil
and gas reserves, including sizable shale resources in the longer-
term.

YPF's negative rating outlook is based on the Argentine
government's negative outlook. YPF's and the government's ratings
are closely linked since YPF is a government-related issuer and
also due to the negative impact of the government's involvement in
the energy sector. The negative outlook on the sovereign rating is
tied to concerns about the government's haphazard policies, poor
transparency and the quality and reliability of its official data
reporting, as well as the sovereign's willingness to pay its debt
obligations.

YPF's ratings could be downgraded if it is unable to maintain
sufficient liquidity and access to foreign currency in order to
meet its debt service obligations. The ratings could also be
downgraded if the government of Argentina's B3 rating were to be
downgraded.

There is limited upside for YPF's ratings over the near-term. Over
the longer term, an improvement in Argentina's B3 rating and
continued demonstration of a strong financial track record could
result in a ratings upgrade.

YPF Sociedad Anonima, headquartered in Buenos Aires, is the
largest energy company in Argentina.


===============
B A R B A D O S
===============


SAGICOR FIN'L: Shows US$6.2 cents Loss in EPS in 9Mo Ended Sept 30
------------------------------------------------------------------
For the nine months ended September 30, 2013, Sagicor Financial
Corporation reported a loss in diluted Earnings per Share (EPS) of
US$6.2 cents compared to a gain of US$5.7 cents in the previous
year.  The loss of US$6.2 cents was inclusive of US$13.7 cents
loss on discontinued operations incurred during the second quarter
of 2013 on the disposal of Sagicor Europe Limited (SEL).

Based on SFC's continuing operations, its diluted EPS posted a 32
per cent increase year-on-year from US$5.7 cents in 2012 to US$7.5
cents for the nine months ending September 2013.

The Group's Net premium revenue rose 8 per cent to US$506 million
while Net investment income increased by 4.5 per cent to US$284.5
million.    This Net investment income increase comes even after a
capital loss of US$11.8 million (US$5.7 million to shareholders)
on the Group's Jamaican debt securities from its participation in
the National Debt Exchange program in February 2013.

Overall, Total revenue grew 6.8 per cent to US$790.6 million from
US$740.5 million in 2012.

Total benefits were up 6.6 per cent over the period to US$479.9
million, with the highest benefits recorded in the third quarter
accounting for 40 per cent of total benefits for the period.
Total expenses stood at US$258.8 million vs. US$236.9 million in
the prior year bringing total benefits and expenses 7.5 per cent
higher to US$738 million.

Net income after taxes from continuing operations increased 2 per
cent to US$39 million from US$38.6 million.

The US$41 million loss recorded from discontinued operations on
the disposal of Sagicor Europe Limited (SEL) during the second
quarter weighed heavily on SFC's net income.

On July 26, 2013, the Group entered an agreement to sell Sagicor
Europe Limited (SEL) and its subsidiaries (including Sagicor at
Lloyd's Limited) for US$85 million which marked a premium of US$23
million over the net asset value of SEL.  The sale of SEL and its
subsidiaries recorded an Operating loss of US$23.6 million.
Including foreign exchange and finance costs of US$8 million, and
impairment charges for future losses of US$10.1 million, the Net
loss amounted to US$41 million.

Overall, the Net income for the year inclusive of discontinued
operations stood at a loss of US$1.87 million versus net income of
US$38.6 million in 2012.

SFC's assets increased by 4 per cent to US$5.78 billion. Of this,
US$5 billion is attributed to continuing operations while the
remaining US$0.7 billion is associated with the discontinued
operations.  Total liabilities stood at US$5 billion; with 13 per
cent of liabilities associated with the discontinued operations.
Total Shareholder's equity decreased by 15 per cent to US$528
million.

The loss derived from the disposal of SEL was a major blow to
SFC's nine month performance and will have a major impact on the
full-year performance barring any significant increase in net
income from continuing operations during the fourth quarter.

SFC's closing price as at November 14, 2013 was US$7.25 which
marked a 3 per cent year-to-date appreciation in its share price.
Despite this, SFC continues to trade at a 49 per cent discount to
its net asset value (Exhibit 3) with a trailing P/E of 6 times,
lower than its 5-yr average P/E of 8 times.

At the current price of US$7.25, SFC has a reasonably attractive
dividend yield of 3.5 per cent, above the Trinidad & Tobago
Composite Index's (TTCI) trailing yield of 3.00 per cent.  BOURSE
maintains its HOLD recommendation with continued monitoring of
SFC's results and its strategy going forward.

Headquartered in St. Michael, Barbados, Sagicor Financial
Corporation, through its subsidiaries, provides financial products
and services in the Caribbean, Latin America, the United Kingdom,
and the United States.  The company was founded in 1840.

*     *     *

As reported in the Troubled Company Reporter-Latin America on
Nov. 27, 2013, Standard & Poor's Ratings Services said that the
'BB+' financial strength and counterparty credit ratings on
Sagicor Life Inc. (Sagicor) and its 'BB-' issue-level ratings on
Sagicor Finance Ltd. remain on CreditWatch with negative
implications where S&P placed them on Feb. 13, 2012.


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


CENTRAIS ELETRICAS: Expects Job Cuts to Save US$441MM Per Year
--------------------------------------------------------------
Reuters reports that Brazil Chief Financial Officer Armando Casado
de Araujo said Centrais Eletricas Brasileiras S.A. (Eletrobras)
expects to save BRL1 billion (US$441 million) a year as a result
of its employee buyout program.

The program will cost the company about BRL1.5 billion in
severance costs, Mr. Araujo said in a conference call with
analysts to discuss third-quarter earnings, according to Reuters.

The report notes that Eletrobras agreed in December to a
government plan to renew expiring hydroelectric dam concessions in
exchange for electricity rate cuts of between 18 percent and 32
percent.

The company posted a net loss of BRL915 million for the third
quarter as it overhauled operations following the tariff
reductions, according to a securities filing, Reuters relates.

Earlier this year, Reuters recalls, the company said it planned to
cut 5,000 jobs as it embarks on a three-year turnaround effort
aimed at slashing costs by 30 percent.

                   About Centrais Eletricas

Headquarterd in Rio de Janeiro, Brazil, Centrais Eletricas
Brasileiras S.A. - Eletrobras, together with its subsidiaries,
engages in the generation, transmission, and distribution of
electricity in Brazil. It projects, builds, and operates
generating power plants, and electric power transmission and
distribution lines.  It was founded in 1962.


CENTRAIS ELECTRICAS: Fitch Affirms IDR at BB; Outlook Negative
--------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) of
Centrais Eletricas Brasileiras S.A. (Eletrobras) and its wholly
owned subsidiary, Furnas Centrais Eletricas S.A. (Furnas) at 'BB'.
The Rating Outlook is Negative. See the complete list of rating
actions at the end of this release.

Key Rating Drivers

Eletrobras' IDRs reflect the severe negative impact on its cash
generation as a result of the early renewal of its electric
concessions which were initially scheduled to expire between 2015
and 2017. The company accepted the Ministerio das Minas e Energia
(MME) offering for all those concessions to anticipate the renewal
for a 30-year period starting at the beginning of 2013 with a
sharp decline in revenues and an initial compensation of BRL14
billion. Credit metrics are high for the rating category due to
negative EBITDA, while significant capital expenditures (capex)
should continue to pressure free cash flow (FCF) in the next few
years. Positively, Eletrobras has a strong liquidity position and
an extended debt maturity profile.

Eletrobras is exposed to political interference risks given its
status as an entity controlled by the Brazilian government. The
Brazilian government can use the company to help it achieve
certain macroeconomic and social objectives through price controls
and/or subsidies and as manager of sector funds. Eletrobras is
important to the country because of its market share in
electricity generation, transmission and distribution, and strong
presence in the auctions promoted by the government to reinforce
the electric sector in the country. Regulatory risk for the power
sector is considered moderate in Brazil.

Furnas' ratings are linked with its parent company (Eletrobras).
Furnas is one of Eletrobras' largest subsidiaries, representing
approximately 24% of the group's installed generation capacity and
32% of its transmission coverage in kilometers. Eletrobras has a
centralized cash management policy and is the primary funding
provider for Furnas. Furthermore, Eletrobras sets the company's
strategic targets, such as corporate governance standards and
investment plans.

The Negative Outlook reflects Eletrobras' need to continue
reducing costs and add new cash generation, as the group's current
capital structure is not sustainable in the long term. The company
had already implemented cost reduction measures, mainly linked
with personnel expenses, with an estimated impact of BRL1 billion
on its EBITDA in 2014.

Operational Cash Generation Still Weak
The anticipated renewal of several concessions highly reduced the
group's EBITDA and had a negative impact on its credit profile.
Eletrobras was the company most exposed to concession renewal
rules established by the Federal Government through the MME, which
affected approximately 93% and one-third of its cash flow
generated by its transmission and electricity generation
businesses, respectively. In the first nine months of 2013,
consolidated net revenues of BRL18.5 billion, excluding
construction revenues, and negative EBITDA of BRL618 million
compared unfavorably with BRL21.9 billion and BRL4.6 billion
presented at the same time in 2012. Until September 2013, EBITDA
is negatively pressured by non-recurring items in the net amount
of BRL652 million. On a recurring basis, EBITDA would be BRL34
million.

Eletrobras has the challenge to reduce costs and eliminate
inefficiencies in the coming years. This will be crucial to
reinforce its cash flow generation. The group is in the process of
reducing its workforce by more than 4,000 employees before year
end 2013 and has two other initiatives to identify further
potential gains in its operations and to define the best measures
to be implemented in the distribution business. Eletrobras' six
distribution subsidiaries generated negative EBITDA of BRL221
million in the first nine months of 2013. Elections scheduled for
the second half of 2014 can delay the implementation of such
measures.

Aggressive Capex Program Should Pressure FCF
The adequate management of Eletrobras' ambitious investment
program over the next few years while obtaining further
operational efficiency in its existing assets continues to be
challenging. Eletrobras' FCF generation is expected to remain
negative, mainly as a result of high capex to support its
expansion plans and the country's growing energy infrastructure
needs. Eletrobras has announced a capex program of BRL53 billion
for 2013-2017, which the company expects to finance with 70%
project finance debt and 30% equity contribution. Considering that
Eletrobras will hold close to 50% of the future projects,
additional equity contribution is approximately BRL5 billion.

In the first nine months of 2013, cash flow from operations
(CFFO), excluding the non-recurring BRL8.8 billion received as
part of the initial compensation for the early concessions
renewal, was negative BRL102 million due to lower revenues. Capex
and equity contributions of BRL6.7 billion and dividend payout of
BRL4.2 billion resulted in a pro forma negative FCF of BRL10.9
billion. Dividends are expected to be low in the next two years.

High Leverage; Debt Guarantees from Government Positive
Fitch expects Eletrobras' leverage to remain high for the rating
category in the medium term even if the company successfully
reduces its operating costs as planned. As per Fitch criteria, as
of Sept. 30, 2013, Eletrobras' consolidated leverage, as measured
by total adjusted debt (excluding Reserva Global de Reversao
(RGR)) to recurring EBITDA and net adjusted debt to recurring
EBITDA, were very high at 615x and 359x, respectively. The
recurring EBITDA of BRL45 million used for the credit metrics
calculations is based on the annualized recurring EBITDA for the
first nine months of the year, as it better reflects the new cash
generation capacity after the concession renewals. Considering an
EBITDA of BRL2.5 billion in 2014, gross leverage would reduce to
around 12x and net leverage to 8x.

Positively, the Federal Government guaranteed BRL2 billion of
Eletrobras' debt with Banco Nacional de Desenvolvimento Economico
e Social (BNDES) at the end of the third quarter of 2013. This
shows the government's willingness to continue providing support
to the group. As of Sept. 30, 2013, total adjusted debt excluding
RGR amounted to BRL27.7 billion. The debt was mainly composed of
loans from BNDES (BRL7.2 billion) and international bonds (BRL7.0
billion). Approximately 39% of Eletrobras' consolidated debt is
foreign-currency denominated, with the exchange risk somewhat
mitigated by US$-denominated revenues.

Manageable Debt Maturity Profile and Strong Liquidity
Eletrobras' risk profile benefits from a robust liquidity position
and extended debt maturity schedule. As of Sept. 30, 2013, the
consolidated cash and marketable securities amounted to BRL11.5
billion, which compares favorably to BRL2.1 billion of
consolidated short-term debt. Approximately BRL4 billion of its
cash position was allocated to the holding company, which was
enough to cover its short-term debt of BRL1 billion by 3.9x.
Eletrobras' liquidity can be reinforced by an additional BRL12
billion compensation for the early renewal of the transmission
concessions to be received over 30 years. Eletrobras has the
possibility of anticipating this receivable through a future flow
securitization transaction.

High Importance to Brazil
Eletrobras has a strong position as the largest electricity
generation and transmission company in Brazil, representing
approximately 34% of installed generation capacity and around 52%
of transmission lines as of Sept 30, 2013. Its size and active
presence in the most relevant energy projects under construction
in Brazil makes it strategically important to the country's
economy and development.

Rating Sensitivities
A negative rating action could result from the company's failure
to achieve a more solid financial profile, coupled with a
weakening in its liquidity position and any evidence of additional
financial support from the Federal Government.

The Brazilian government's continuous support to Eletrobras
through future debt guarantees or direct capital injections would
strengthen the linkage between the group and the Federal Republic
of Brazil and lead to a revision of the Outlook to Stable or a
potential upgrade of the IDRs. The sustainable recovery of the
group's operational cash flow generation and more robust credit
metrics could also positively affect the ratings.

Fitch has affirmed the following ratings:

Eletrobras
-- Foreign Currency IDR at 'BB';
-- Local Currency IDR at 'BB';
-- National Scale rating at 'AA-(bra)';
-- US$1 billion senior unsecured notes due 2019 at 'BB';
-- US$1.75 billion senior unsecured notes due 2021 at 'BB'.

Furnas
-- Foreign Currency IDR at 'BB';
-- Local Currency IDR at 'BB';
-- National Scale rating at 'AA-(bra)'.

The Rating Outlook is Negative.

                     About Centrais Eletricas

Headquarterd in Rio de Janeiro, Brazil, Centrais Eletricas
Brasileiras S.A. - Eletrobras, together with its subsidiaries,
engages in the generation, transmission, and distribution of
electricity in Brazil. It projects, builds, and operates
generating power plants, and electric power transmission and
distribution lines.  It was founded in 1962.


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


ABSOLUTE RETURN: Commences Liquidation Proceedings
--------------------------------------------------
An extraordinary meeting held on Nov. 7, 2013, the members of
Absolute Return Capital Partners Dama Limited resolved to
voluntarily liquidate the company's business.

Creditors are required to file their proofs of debt to be included
in the company's dividend distribution.

The company's liquidator is:

          David Dyer
          Deutsche Bank (Cayman) Limited
          P.O. Box 1984, Boundary Hall
          Cricket Square, 171 Elgin Avenue
          Grand Cayman KY1-1104
          Cayman Islands


ABSOLUTE RETURN TRADING: Commences Liquidation Proceedings
----------------------------------------------------------
An extraordinary meeting held on Nov. 7, 2013, the members of
Absolute Return Capital Partners Trading Limited resolved to
voluntarily liquidate the company's business.

Creditors are required to file their proofs of debt to be included
in the company's dividend distribution.

The company's liquidator is:

          David Dyer
          Deutsche Bank (Cayman) Limited
          P.O. Box 1984, Boundary Hall
          Cricket Square, 171 Elgin Avenue
          Grand Cayman KY1-1104
          Cayman Islands


AVATAR FINANCE: Commences Liquidation Proceedings
-------------------------------------------------
An extraordinary meeting held on Nov. 7, 2013, the members of
Avatar Finance resolved to voluntarily liquidate the company's
business.

Creditors are required to file their proofs of debt to be included
in the company's dividend distribution.

The company's liquidator is:

          David Dyer
          Deutsche Bank (Cayman) Limited
          P.O. Box 1984, Boundary Hall
          Cricket Square, 171 Elgin Avenue
          Grand Cayman KY1-1104
          Cayman Islands


CAYMAN LTD: Commences Liquidation Proceedings
---------------------------------------------
An extraordinary meeting held on Oct. 24, 2013, the members of
Cayman Ltd. Holdco resolved to voluntarily liquidate the company's
business.

Creditors are required to file their proofs of debt to be included
in the company's dividend distribution.

The company's liquidator is:

          Thomas Edward Walsh
          c/o Fiona MacAdam
          Walkers
          190 Elgin Avenue George Town
          Grand Cayman KY1-9001
          Cayman Islands
          Telephone: +1 (345) 914 4273


CRAFT 2010-1: Commences Liquidation Proceedings
-----------------------------------------------
An extraordinary meeting held on Nov. 7, 2013, the members of
Craft 2010-1, Ltd resolved to voluntarily liquidate the company's
business.

Creditors are required to file their proofs of debt to be included
in the company's dividend distribution.

The company's liquidator is:

          David Dyer
          Deutsche Bank (Cayman) Limited
          P.O. Box 1984, Boundary Hall
          Cricket Square, 171 Elgin Avenue
          Grand Cayman KY1-1104
          Cayman Islands


CRAFT 2010-4: Commences Liquidation Proceedings
-----------------------------------------------
An extraordinary meeting held on Nov. 7, 2013, the members of
Craft 2010-4, Ltd resolved to voluntarily liquidate the company's
business.

Creditors are required to file their proofs of debt to be included
in the company's dividend distribution.

The company's liquidator is:

          David Dyer
          Deutsche Bank (Cayman) Limited
          P.O. Box 1984, Boundary Hall
          Cricket Square, 171 Elgin Avenue
          Grand Cayman KY1-1104
          Cayman Islands


CRAFT 2010-5: Commences Liquidation Proceedings
-----------------------------------------------
An extraordinary meeting held on Nov. 7, 2013, the members of
Craft 2010-5, Ltd resolved to voluntarily liquidate the company's
business.

Creditors are required to file their proofs of debt to be included
in the company's dividend distribution.

The company's liquidator is:

          David Dyer
          Deutsche Bank (Cayman) Limited
          P.O. Box 1984, Boundary Hall
          Cricket Square, 171 Elgin Avenue
          Grand Cayman KY1-1104
          Cayman Islands


CRAFT 2012-1: Commences Liquidation Proceedings
-----------------------------------------------
An extraordinary meeting held on Nov. 7, 2013, the members of
Craft 2012-1, Ltd resolved to voluntarily liquidate the company's
business.

Creditors are required to file their proofs of debt to be included
in the company's dividend distribution.

The company's liquidator is:

          David Dyer
          Deutsche Bank (Cayman) Limited
          P.O. Box 1984, Boundary Hall
          Cricket Square, 171 Elgin Avenue
          Grand Cayman KY1-1104
          Cayman Islands


KARSCH TRADING: Commences Liquidation Proceedings
-------------------------------------------------
An extraordinary meeting held on Nov. 7, 2013, the members of
Karsch Trading Limited resolved to voluntarily liquidate the
company's business.

Creditors are required to file their proofs of debt to be included
in the company's dividend distribution.

The company's liquidator is:

          David Dyer
          Deutsche Bank (Cayman) Limited
          P.O. Box 1984, Boundary Hall
          Cricket Square, 171 Elgin Avenue
          Grand Cayman KY1-1104
          Cayman Islands


MA ABSOLUTE: Commences Liquidation Proceedings
----------------------------------------------
An extraordinary meeting held on Nov. 7, 2013, the members of MA
Absolute Return Capital Partners Limited resolved to voluntarily
liquidate the company's business.

Creditors are required to file their proofs of debt to be included
in the company's dividend distribution.

The company's liquidator is:

          David Dyer
          Deutsche Bank (Cayman) Limited
          P.O. Box 1984, Boundary Hall
          Cricket Square, 171 Elgin Avenue
          Grand Cayman KY1-1104
          Cayman Islands


MA KARSCH: Commences Liquidation Proceedings
--------------------------------------------
An extraordinary meeting held on Nov. 7, 2013, the members of MA
Karsch Limited resolved to voluntarily liquidate the company's
business.

Creditors are required to file their proofs of debt to be included
in the company's dividend distribution.

The company's liquidator is:

          David Dyer
          Deutsche Bank (Cayman) Limited
          P.O. Box 1984, Boundary Hall
          Cricket Square, 171 Elgin Avenue
          Grand Cayman KY1-1104
          Cayman Islands


MA WCM FF II: Commences Liquidation Proceedings
-----------------------------------------------
An extraordinary meeting held on Nov. 7, 2013, the members of MA
WCM FF II Limited resolved to voluntarily liquidate the company's
business.

Creditors are required to file their proofs of debt to be included
in the company's dividend distribution.

The company's liquidator is:

          David Dyer
          Deutsche Bank (Cayman) Limited
          P.O. Box 1984, Boundary Hall
          Cricket Square, 171 Elgin Avenue
          Grand Cayman KY1-1104
          Cayman Islands


SILVER FERN: Commences Liquidation Proceedings
----------------------------------------------
An extraordinary meeting held on Oct. 24, 2013, the members of
Silver Fern Holdings resolved to voluntarily liquidate the
company's business.

Creditors are required to file their proofs of debt to be included
in the company's dividend distribution.

The company's liquidator is:

          David Dyer
          Deutsche Bank (Cayman) Limited
          P.O. Box 1984, Boundary Hall
          Cricket Square, 171 Elgin Avenue
          Grand Cayman KY1-1104
          Cayman Islands


WCM FF II FEEDER: Commences Liquidation Proceedings
---------------------------------------------------
An extraordinary meeting held on Nov. 7, 2013, the members of WCM
FF II Feeder I Limited resolved to voluntarily liquidate the
company's business.

Creditors are required to file their proofs of debt to be included
in the company's dividend distribution.

The company's liquidator is:

          David Dyer
          Deutsche Bank (Cayman) Limited
          P.O. Box 1984, Boundary Hall
          Cricket Square, 171 Elgin Avenue
          Grand Cayman KY1-1104
          Cayman Islands


WCM FF II TRADING: Commences Liquidation Proceedings
----------------------------------------------------
An extraordinary meeting held on Nov. 7, 2013, the members of WCM
FF II Trading Limited resolved to voluntarily liquidate the
company's business.

Creditors are required to file their proofs of debt to be included
in the company's dividend distribution.

The company's liquidator is:

          David Dyer
          Deutsche Bank (Cayman) Limited
          P.O. Box 1984, Boundary Hall
          Cricket Square, 171 Elgin Avenue
          Grand Cayman KY1-1104
          Cayman Islands


=========
C H I L E
=========


AUTOMOTORES GILDEMEISTER: Incurs US$18MM Loss in 9Mo Ended Sept.30
------------------------------------------------------------------
Sebastian Boyd at Bloomberg News reports that Automotores
Gildemeister SA incurred CLP9.6 billion (US$18 million) loss in
the nine months through Sept. 30 during a retail boom that
according to the national statistics agency drove new and used
automobile sales up 19 percent in the third quarter from a year
earlier.

The company that sold US$300 million of bonds in March has lost
US$40 million so far this year in its operating business and paid
US$36.6 million in dividends, according to Bloomberg News.

"The results were below what the market was expecting," Bernardo
Galan, the head fixed-income trader at Finanzas y Negocios SA in
Santiago, told Bloomberg in a telephone interview.  "They were
also affected by a strike in the civil registry," Mr. Galan said,
Bloomberg News relates.

Meanwhile, Bloomberg News notes that the Chilean National
Automobile Association said new car registrations rose 7.6 percent
in the third quarter as a strike in the national civil registry
slowed registrations.

                  About Automotores Gildemeister

Headquarted in Santiago, Chile, Automotores Gildemeister S.A.
distributes automobiles. It offers motorized vehicles, utility
vehicles, trucks, pick-up trucks, motorcycles, heavy-duty
machinery, agriculture machinery, forklifts, generators, and
compressors. It was founded in 1986.


AUTOMOTORES GILDEMEISTER: Moody's Cuts Corp. Family Rating to B1
----------------------------------------------------------------
Moody's Investors Service has downgraded Automotores Gildemeister
S.A. corporate family rating and its senior unsecured rating to B1
from Ba3. The outlook is negative.

Ratings downgraded:

Issuer: Automotores Gildemeister S.A.

-- Corporate Family Rating: to B1 from Ba3 (global scale)

-- US$400 million Senior Unsecured Notes due 2021: to B1 from
Ba3(foreign currency)

-- US$300 million Senior Unsecured Notes due 2023: to B1 from Ba3
(foreign currency)

Ratings Rationale:

"The downgrade to B1 was triggered by Gildemeister's continued
deterioration of EBITDA margins and high capital expenditures that
led the company's leverage, as measured by Total Debt to EBITDA to
increase to 7.7 times for the last twelve months ended in
September 30th, 2013 versus 3.5 times (according to Moody's
definitions and standard adjustments) in the same period a year
ago," explained Moody's VP Senior Credit Officer, Soummo
Mukherjee. The downgrade to B1 and the negative outlook also
reflects Moody's expectation that even despite the company's cost
cutting plans and dividend cuts, leverage is likely to remain
above 6.0 times for the foreseeable future.

Gildemeister's B1 rating reflects primarily its high leverage,
weak corporate governance standards, negative free cash flow
generation and high dependence on the Hyundai brand; as well as,
the cyclical nature of the automotive industry and light vehicle
sales, which is easily affected by changes in consumer preferences
and product mix. These factors are partially offset by Moody's
expectation that the company will be able to continue to benefit
from the attractive medium-term fundamentals of the Chilean and
Peruvian automotive retail sector and maintain its position as one
of the leading automotive distributors and retailers in its
markets, driven partially by the strong consumer reception to
Hyundai's current product offerings despite its market-share
losses over the past two years. The rating also incorporates the
benefit of Gildemeister's hybrid business model as both a
distributor and retailer of car brands which has resulted in above
average operating margins when compared to the traditional U.S.
based auto retailers.

While leverage has steadily increased over the last two years,
cash flow from operations to debt during this same period has also
deteriorated from -- 4.9% at the end of 2011 to its current -4%
for LTM ended September 30th, 2013. While the company has grown in
terms of top-line due to solid growth in its Peruvian and Chilean
markets, its reported EBITDA margin during this period has
continued to dwindle from 13% at the end of 2011 to its current
7.5% at the end of Q3 2013, while working capital outflows, mainly
related to higher inventory levels and high capital expenditure
have contributed towards the negative free cash flow and higher
leverage.

Gildemeister's Brazilian operations continue to be a cash-drain in
its business, that is likely to persist into 2014. Although its
revised dividend policy, should help the company preserve cash
flows in 2014, the company has already paid the equivalent of US$
37 million in 2013 and free cash flow is likely to remain negative
at end of 2013 and possibly into 2014, causing leverage to remain
above 6.0x in Moody's view even past 2014.

As of September 30, 2013, Gildemeister's liquidity profile was
sufficient based on cash on hand of approximately US$95 million to
cover short term debt of US$93 million, but of which US$80 milion
was related to letters of credit, which the company does not have
to draw down its cash balance to repay. The company also has
approximately US$400 million of availability of its total
uncommitted lines with several banks in Peru and Chile amounting
to US$600 million. The company's inventory thus far; however,
remain unencumbered and could be used to finance secured debt, if
needed.

The negative outlook reflects Gildemeister's recent trend of
deteriorating credit metrics and overall margins and the
challenges to stem the decline and address its high cost
structure.

Gildemeister's outlook could be stabilized upon the successful
execution of its cost cutting measures such that gross and EBITDA
margins show meaningful improvements.

Although unlikely in the near to-medium-term, due to the current
higher leverage and negative operating trends, the ratings could
experience upward pressure, if Gildemeister's adjusted debt to
EBITDA were to reduce sustainably below 5.0x, if free cash flow
were to be maintained at positive levels and if the company is
successful in achieving greater brand diversification.

Gildemeister's ratings or outlook could come under downward
pressure if liquidity worsens, adjusted debt to EBITDA is
sustained above 8.0x and adjusted EBIT to interest falls further
below 1.5x, both on a sustainable basis. The ratings or outlook
could also be downgraded in case its agreement with Hyundai were
to be unfavorably altered or if liquidity were to suddenly
deteriorate.

                  About Automotores Gildemeister

Headquarted in Santiago, Chile, Automotores Gildemeister S.A.
distributes automobiles. It offers motorized vehicles, utility
vehicles, trucks, pick-up trucks, motorcycles, heavy-duty
machinery, agriculture machinery, forklifts, generators, and
compressors. It was founded in 1986.


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


UNION DE CREDITO: Moody's Affirms B1 Currency Deposit Rating
------------------------------------------------------------
Moody's de Mexico affirmed Union de Credito Agricultores de
Cuauhtemoc, S.A. de C.V. Organizacion Auxiliar de Credito's
(UCACSA) standalone bank financial strength rating (BFSR) of E+,
long-term global local currency deposit rating of B1 and short-
term global local currency deposit rating of Not-Prime. At the
same time, Moody's affirmed UCACSA's long-term Mexican National
Scale deposit rating of Baa3.mx and short-term Mexican National
Scale deposit rating of MX-3. UCACSA's E+ standalone BFSR maps to
a standalone baseline credit assessment (BCA) of b1. Moody's
changed the outlook on all ratings to stable, from negative.

Ratings Rationale:

UCACSA's B1 ratings remain constrained by its narrow business and
geographic focus on agriculture and agri-business related
industries within the small Mennonite community in the
northwestern Mexican state of Chihuahua. The credit union's narrow
focus underscores its limited diversification of funding, lending
and shareholding. Other factors limiting UCACSA's ratings are its
high reliance on wholesale funding, which exposes the credit union
to repricing risk, as well as its developing corporate governance
and credit risk processes.

Moody's mentioned that it nevertheless changed the outlook on
UCACSA's ratings to stable, from negative, as a result of the
credit union's continued ability to report recurring and slightly
improving profitability, while at the same time maintaining good
asset quality levels, despite its focus on high risk industries
within the agriculture sector. The entity is capable of
maintaining low levels of nonperforming loans, restructured loans,
repossessed assets and write-offs by close knowledge of its
clients within its own community and high levels of real estate
guarantees, which decreases discretionary defaults within its
community.

The credit agency also mentioned that the ratings were stabilized
in line with UCACSA's ample capitalization which is able to
withstand substantial deterioration in asset quality.

UCACSA is the third largest credit union in Mexico and
headquartered in Cuauhtemoc, Chihuahua. UCACSA reported total
assets of Mx$3.7 billion, gross loans of Mx$3.2 billion, and
shareholders' equity of Mx$550 million as of 30 June 2013.

The long-term Mexican National Scale ratings of Baa.mx indicate
issuers or issues with average creditworthiness relative to other
domestic issuers. The short-term Mexican National Scale ratings of
issuers rated MX-3 indicate average ability to repay short-term
senior unsecured debt obligations relative to other domestic
issuers.


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


POPULAR INC: Declares Dividends on Preferred Stock
--------------------------------------------------
Popular, Inc. declared the following monthly cash dividends on its
outstanding shares of Non-cumulative Monthly Income Preferred
Stock:

   -- a monthly cash dividend of US$0.1328125 per share of 6.375%
      Non-cumulative Monthly Income Preferred Stock, 2003 Series
       A, payable on December 31, 2013 to holders of record as of
       Dec. 15, 2013; and

   -- a monthly cash dividend of US$0.171875 per share of 8.25%
      Non-cumulative Monthly Income Preferred Stock, Series B,
      payable on December 31, 2013 to holders of record as of
      Dec. 15, 2013.

The Corporation also announced the declaration of the following
monthly distributions on its outstanding Trust Preferred
Securities:

   -- a monthly distribution of US$0.13958333 per security of
      6.70% Cumulative Monthly Income Trust Preferred Securities
      issued by Popular Capital Trust I, payable on Jan. 2, 2014
      to holders of record as of Dec. 15, 2013; and

   -- a monthly distribution of US$0.127604 per security of 6.125%
      Cumulative Monthly Income Trust Preferred Securities issued
      by Popular Capital Trust II, payable on Jan. 2, 2014 to
      holders of record as of Dec. 15, 2013.

Founded in 1893, Popular, Inc. is the leading banking institution
by both assets and deposits in Puerto Rico and ranks among the 40
largest U.S. banks by assets. In the United States, Popular has
established a community-banking franchise, doing business as
Popular Community Bank, providing a broad range of financial
services and products with branches in New York, New Jersey,
Illinois, Florida and California.


POPULAR INC: Fitch Affirms LT Issuer Default Rating at 'BB-'
------------------------------------------------------------
Fitch Ratings has completed a peer review of four rated Puerto
Rican banks, affirming the Long-term Issuer Default Ratings (IDR)
of Doral Financial Corp. (DRL) at 'CCC', First BanCorp (FBP),
Popular Inc. (BPOP) at 'BB-'. The Outlook is Stable for BPOP and
FBP.

Fitch has also affirmed the Long-term IDR at 'BBB' and Viability
Rating at 'bb+' for Santander Bancorp (SBP). The Outlook has been
revised to Stable from Negative. Fitch notes that SBP's IDRs and
Outlook are correlated with its ultimate parent, Banco Santander
(based in Spain), and changes in the parent company's IDRs result
in changes to SBP's. The IDR rating action was a result of Fitch's
affirmation of the long-term IDR of Banco Santander, on Nov. 8,
2013

Rating Action Rationale and Rating Drivers and Sensitivities - VRs
and IDRs (applicable to all banks in the peer group):

Fitch-rated Puerto Rican bank VRs and IDRs incorporate limiting
rating factors, and current rating levels are indicative of the
significant challenges facing Puerto Rican banks. The company's
VRs and IDRs are significantly more sensitive to economic
conditions within their main operating market, the Commonwealth of
Puerto Rico (PR). Fitch believes the prospect for stable earnings
growth is difficult given significant challenges and pressures on
the local economy. Further, PR banks' funding profiles have
historically been weaker when compared to U.S. bank peers given
stronger reliance on noncore funding sources. Finally, although
non-performing loans (NPLs) have come down from peak levels, they
remain much higher than U.S. peers. Despite asset quality
improvements at most banks, Fitch remains concerned with the high
level of foreclosures on the island that will likely take a few
years to balance out and may impact future credit performance.
Additionally, Fitch has noted that some of the local banks have
large exposures to the local government through investment
securities, credit facilities, and loans, which may also have a
negative impact on the local banks. More recently, market events
are pressuring PR even more, affecting the bond spreads and
raising concerns regarding execution of future market access at
reasonable costs.

At this time, Fitch believes that the local banks have sufficient
capital position to absorb any potential losses from these
exposures. Further, the local banks' tangible common equity (TCE)
ratios remain solid and incorporate the changes in the market
value of bond holdings. However, should the fiscal situation of
the local government negatively impact the banking sector or local
banks' exposure to Puerto Rico government materially increase,
Fitch would likely review ratings for negative action,
particularly those with sizeable exposures to PR.

Current rating levels incorporate the weak state of the local
economy, which is expected to limit improvements to financial and
credit performance. The island has been in a recession for six
years with unemployment at 14.7% for 3Q'13, and negative GNP is
forecast for 2014 of 0.8%. Recent economic trends have reversed
some of the modest improvements experienced during 2012, perhaps
due to the election-year spending in 2012. However, much
uncertainty remains as to future strategies to address long-term
structural issues. Although Fitch recognizes that the local banks
have been operating under these conditions while continuing to
improve performance and strengthen balance sheets, recent fiscal
austerity measures by the government, such as increases in taxes
and utility costs, may prolong the recession further and could
pressure consumers even more.

In Fitch's view, credit indicators reflect continued stress from
the real estate market, particularly commercial real estate (CRE),
construction, and residential mortgage loans. Fitch notes that
Puerto Rican banks' (including those not rated by Fitch) loan mix
is heavily weighted towards real estate lending. For 3Q'13, Fitch-
rated Puerto Rico banks non-performing assets (NPA) ratio (which
includes 90 days past due and accruing TDRs) was 11.91% compared
to an average of 2.51% for Fitch-rated Mid-Tier and Community bank
peer groups combined. For the group, average net charge-offs
(NCOs) totaled 0.95% for 3Q'13, despite the elevated levels of
nonperformers. In Fitch's view, NCOs may begin to increase from
residential mortgages given the rising delinquency rates in this
product and the high level of foreclosures.

Puerto Rican bank funding profiles are also considered weaker when
compared to the U.S. mainland, given the higher reliance on
noncore funding sources. It includes a larger reliance on non-core
deposits, such as brokered certificate of deposits (CDs), time
deposits and wholesale borrowings, leading typically to a higher
cost of funds. This is also considered a rating constraint and has
long been the case for Puerto Rico banks. In Fitch's view, the
local market does not have sufficient deposits to support funding
needs of all the banks, particularly for a relatively small
economy. It is a competitive environment, which includes six local
banks, four foreign banks, 127 cooperative banks as well as
competition from the Government Development Bank for municipal
deposits.

The Stable Outlook reflects the view that impact from future
negative economic weakness would be manageable given the increased
capital position across most of the banks, deleveraging of the
balance sheet, and modest improvements to liquidity profiles.
Fitch believes that current ratings reflect many of the challenges
noted above.

Rating Drivers And Sensitivities for the IDRS and VRS:

DRL (Long-term IDR/VR 'CCC/ccc')
DRL's affirmation reflects the company's ongoing challenges such
as longer-term strategic plans, geographic and product
concentration in Puerto Rico with a limited franchise, high levels
of non-performers and weak liquidity profile. The company's high
level of NPAs and credit costs continue to adversely impact
earnings and capital. Given DRL's concentration in Puerto Rico and
the pressures on the local economy, Fitch believes prospects for
earnings growth is difficult in the near term. Fitch also notes
that DRL's exposure to Puerto Rico is largely to the economy with
no exposure to the government or its subsidiaries directly or
indirectly. More recently, DRL has ramped up its commercial loan
originations in the U.S. with outstandings now accounting for 40%
of total loans ($2.63 billion) up 70% from year-end 2011. Although
the company is diversifying its loan portfolio, Fitch is concerned
with the rapid rate of growth in a short-time frame. Additionally,
banks industry-wide are targeting C&I, which may lead to loosened
underwriting. DRL's commercial and industrial (C&I) growth has
been aided mainly by syndicated loan participations accounting for
roughly 60% of total loans originated. The company's mortgage
concentration continues to present challenges and Fitch believes
provisions will likely continue to be volatile. Fitch recognizes
that NCOs have not increased as dramatically as NPAs, given
characteristics of DRL's mortgage portfolio as well as unique
residential market dynamics. However, in Fitch's view, the
continued weak economy may put increased pressure on DRL's
customer base and lead to a rise in NCOs from historical
performance.

Further, the company continues to operate under a Consent Order
and Written Agreements with regulators, which requires Doral Bank
to maintain a minimum Leverage Ratio of 8%, Tier 1 RBC of 10% and
Total RBC of 12%. As of Sept. 30, 2013, Doral Bank reported 8.3%,
11.0% and 12.3%, respectively.

Although positive momentum in ratings is considered unlikely,
asset quality improvements such as a significant decline in NPAs
would need to be sustainable to build positive ratings momentum.
Further, solid capital build would be viewed favorably.

DRL's ratings could move lower if regulatory capital ratios are
expected to fall into 'undercapitalized' status or should the
company not comply with minimum capital requirements outlined in
the regulatory orders. Additionally, deteriorating liquidity or
inability to access the funding markets could also place negative
ratings pressure on the institution. Further, credit deterioration
in its U.S. portfolio would also lead to a ratings review for
possible downgrade.

In accordance with Fitch's "Recovery Ratings for Financial
Institutions" criteria, DRL's bank-level deposit ratings have been
upgraded one notch solely reflecting Fitch's Recovery Rating
analysis. Thus, DRL's senior unsecured ratings have been downgrade
to 'C' from 'CCC' solely reflecting Fitch's recovery rating
analysis.

First Bancorp (Long-term IDR/VR 'B-/b-', Outlook Stable)

FBP's affirmation and Stable Outlook reflect the company's
improvements in earnings, capital position, and credit
performance. However, despite modest positive credit trends, FBP
is operating with a high level of NPLs (13.4% at 3Q'13) Further,
some volatility is expected in NCOs given that 60% of its loan
book is tied to real estate in the local market. In Fitch's view,
the loss content in CRE and construction loan portfolios tends to
be higher (which is about 34% of total loans). Nonetheless, Fitch
does not expect NCOs to return to the peak level experienced in
2010.

Fitch recognizes the company's core fundamentals have been
strengthen such as de-risking the balance sheet, increased capital
position, and improved funding profile. However, earning and asset
quality metrics remain in-line with similarly rated peers. During
2013, earnings were impacted by one-time charges related to bulk
loan sales and write-down of securities stemming from legacy
Lehman case. Positively, the company's financial performance has
improved year-over-year. PPNR has increased by 11% and the NIM
continues to improve despite the rate environment. The company has
benefited from continued reduction in funding costs. Overall, loan
growth was down about 6% from a year-ago, which is not surprising
as the CRE and construction portfolios continue to decline.
Notably, FBP experienced 4% growth in consumer assets, which was
also driven by the recently acquired credit card portfolio.

Similar to most peers, FBP has improved its capital position
following the peak of the crisis. For 3Q'13, FBP's TCE stood at
8.65% and Tier 1 Common of 12.6%. The company also remains in
compliance by a wide margin with its regulatory order minimum
capital ratios. Fitch believes as the company's core earnings
improve, its capital position will continue to be maintained at
current levels.

Although credit measures remain elevated (for 3Q'13, NPAs totaled
13.1% and NCOs totaled 1.41%). However, on an absolute basis,
FBP's NPAs were down by 34% totaling $1.26 billion. The company
has addressed problem and/or higher risk loans by completing bulk
sales, charge-offs and some through pay-downs. NCOs have also
improved although down 16% compared to 3Q'12. Nonetheless, Fitch
is concerned with the company's direct and indirect exposure to
the local government, which totaled $597 million. Although the
exposure appears to be well-secured, should the fiscal situation
in Puerto Rico worsen, it may have an impact on future credit
performance. Offsetting, FBP's improved capital position should
provide a cushion to potential write-downs.

Given uncertainty regarding Puerto Rico's fiscal situation and
potential impacts to the banking sector, upside may be limited in
the near term. Ratings could be positively affected should the
absolute level of FBP's NPAs materially decline coupled with a
sustainable improvement in earnings and prudent capital measures.

The Outlook could be revised to Negative should the company's
exposure to the Puerto Rican government materially increase.
Further, a downward trend in FBP's recent improvement in asset
quality would be viewed negatively.

In accordance with Fitch's "Recovery Ratings for Financial
Institutions" criteria, FBP's bank-level deposit ratings have been
upgraded one notch solely reflecting Fitch's Recovery Rating
analysis.

Popular Inc. (Long-term IDR/VR at 'BB-/bb- ', Outlook Stable)
BPOP's VR and IDRs have been affirmed and the Outlook remains
Stable supported by Fitch's view that the bank's operating
performance will remain sustainable during this difficult
operating environment. Although Fitch recognizes the improvements
to core fundamentals such as solid capital, sustainable earnings,
and positive trends in asset quality, Fitch believes that current
and expected challenges in Puerto Rico's operating environment
limit positive rating momentum at this time.

Profitability measures and credit performance have continued to
trend better from the peak of the crisis. Despite the weak local
economy, BPOP has been able to deliver improving results. Core
earnings (excluding one-time gains from the EVERTEC sale) continue
on a positive trend with an expectation that ROA, NIM and Pre-
provision net revenue / Average Assets PPNR/Avg will remain at
current levels. Nonetheless, BPOP is not immune to the challenging
environment should the recession become more pronounced given
recent austerity measures.

Fitch also notes that BPOP has taken significant steps to reduce
its problem assets including the successful execution of loan
sales, which has helped reduced NPAs by $1.4 billion since 2011.
Nonetheless, on a comparative basis, credit quality remains in
line with the current rating as the NPA ratio (which includes 90+
days and accruing restructured loans) still remains elevated at
8.61%, and NCOs at 1.06% for 3Q'13 are much higher than similarly
rated peers.

Fitch is also concerned with the company's outsized direct and
indirect exposure to the local government, which totaled $1.2
billion in outstandings. Although the bond holdings, credit
facilities and loan agreements appear to be well-structured with
BPOP in senior positions, should the fiscal situation in Puerto
Rico worsen, it may have an impact on future credit performance.

Given uncertainty regarding the Puerto Rico's fiscal situation and
potential impacts from current exposure, upside may be limited in
the near term. However, a continued positive earnings trend,
prudent liquidity management and solid capital position would be
viewed favorably. Additionally, resolution of TARP debt
outstanding and the removal of the MOU would also improve
financial flexibility.

The Outlook could be revised to Negative should the company's
exposure to the Puerto Rican government materially increase.
Further, a downward trend in BPOP's recent improvement in asset
quality would be viewed negatively.

Santander Bancorp (Long-term IDR/VR 'BBB/bb+', Outlook Stable)

SBP's IDRs and VR ratings have been affirmed with the Outlook
revised to Stable from Negative. As mentioned earlier, SBP's IDRs
are correlated with Banco Santander's; therefore, changes in Banco
Santander's IDRs and/or Outlook result in changes to SBP's. SBP's
IDRs would also be affected should Fitch's view of support change.

Fitch has affirmed SBP's standalone rating, the VR, at 'bb+'. The
affirmation is supported by the company's sound operating
performance and solid capital position while operating in the
challenging Puerto Rico market. Similarly to local peers, asset
quality remains a challenge.

SBP's standalone performance has been better than peers, evidenced
in profitability, capital and credit metrics. Fitch is concerned
with SBP's elevated levels of NPAs at 7.7%, although it compares
well to local peers with an average NPA of 11.91% at 3Q'13. SBP's
loan portfolio exhibits better credit performance due to more
conservative underwriting and overall risk management practices
(including a relatively low concentration in construction
lending). Additionally, given good profitability, the company's
capital position has remained solid with a TCE ratio at 11.98% and
Tier 1 Common of 18.18% for 3Q'13. More recently, the company has
experienced a decline in profitability measures, although in-line
with current ratings level.

Fitch believes there is limited upside to SBP's VR given the
concentration in its loan book by product and geography and
relatively small franchise. Fitch also notes that SBP's VR is more
sensitive to negative changes in the operating environment given
the current rating level. Although not expected, the VR could be
negatively affected if loan portfolio quality deteriorates or
should the company materially increase its exposure to the Puerto
Rican government, particularly if significant operating losses
emerge and the company's capital position is eroded.

Fitch considers SBP to be strategically important to, but not a
core subsidiary of, Banco Santander. This is reflected in the
support-driven IDR, which is notched one notch below the parent
company's IDRs at 'BBB'. See Support Ratings and Support Floor
Ratings for further discussion.

Rating Drivers and Sensitivities - Support Rating And Support
Floor Rating:

DRL, FBP and BPOP have Support Ratings of '5' and Support Floor
Rating of 'NF'. In Fitch's view, the Puerto Rico banks are not
systemically important and, therefore, Fitch believes the
probability of support is unlikely. IDRs and VRs do not
incorporate any support.

SBP's Support Rating is '2', which reflects Fitch's view that
there is still a high probability of support for SBP by its parent
in the event of need. Since SBP's support reflects institutional
support, no Support Rating Floor is assigned. In the event Fitch's
views of support changes, its Support Rating could be downgraded,
which could impact SBP's current IDRs.

Subordinated Debt and Other Hybrid Securities:

Subordinated debt and hybrid capital instruments issued by the
banks are notched down from the issuers' VRs in accordance with
Fitch's assessment of each instrument's respective non-performance
and relative loss severity risk profiles, which vary considerably.
The ratings of subordinated debt and hybrid securities are
sensitive to any change in the banks' VRs or to changes in the
banks' propensity to make coupon payments that are permitted but
not compulsory under the instruments' documentation.

Holding Company Rating Drivers and Sensitivities:

All of the entities reviewed in the Puerto Rican Banks Peer Review
Group have a bank holding company (BHC) structures with the bank
as the main subsidiary. All subsidiaries are considered core to
the parent holding company supporting equalized ratings between
bank subsidiaries and BHCs. IDRs and VRs are equalized with those
of the operating companies and banks, reflecting its role as the
bank holding company, which is mandated in the U.S. to act as a
source of strength for its bank subsidiaries. Double leverage is
below 120% for all the parent companies reviewed in this peer
group.

Subsidiary and Affiliated Company Rating Drivers And
Sensitivities:

All of the entities reviewed in the Puerto Rican Banks Peer Review
factor in a high probability of support from parent institutions
to subsidiaries. This reflects the fact that performing parent
banks have very rarely allowed subsidiaries to default. It also
considers the high level of integration, brand, management,
financial and reputational incentives to avoid subsidiary
defaults.

Fitch has affirmed the following ratings.

Doral Financial Corporation
-- Long-term (IDR at 'CCC';
-- Viability rating at 'ccc';
-- Preferred stock at 'C/RR6';
-- Short-term IDR at 'C';
-- Support '5';
-- Support Floor 'NF';


Doral Bank
-- Long-term IDR at 'CCC';
-- Viability rating at 'ccc';
-- Short-term IDR at 'C';
-- Short-term deposit at 'C'.
-- Support at '5';
-- Support Floor at 'NF'.

Fitch has upgraded the following ratings:

Doral Bank
-- Long-term deposits to 'B-/RR3' from 'CCC/RR4';

FirstBank Puerto Rico
-- Long-term deposit to 'B/RR3' from 'B-/RR3'.

Fitch has downgraded the following ratings:

Doral Financial Corporation
-- Senior debt to 'C/RR6' from 'CCC/RR6'.

Fitch has affirmed the following ratings. The Outlook is revised
to Stable from Negative.

Santander Bancorp
-- Long-term IDR at 'BBB';
-- Short-term IDR at 'F2';
-- Viability Rating at 'bb+';
-- Support Rating at '2';
-- Subordinated debt at 'BBB-'.

Banco Santander Puerto Rico
-- Long-term IDR at 'BBB';
-- Short-term IDR at 'F2';
-- Viability Rating at 'bb+';
-- Support Rating at '2';
-- Long-term deposit rating at 'BBB+';
-- Short-term deposit rating at 'F2'.

Fitch has affirmed the following ratings. The Outlook is Stable:

First BanCorp
-- Long-term IDR at 'B-';
-- Short-term IDR at 'B';
-- Viability at 'b-'
-- Support at '5'.
-- Support floor at 'NF'.

FirstBank Puerto Rico
-- Long-term IDR at 'B-';
-- Short-term IDR at 'B';
-- Short-term Deposits at 'B'.
-- Viability to 'b-'.
-- Support at '5'.
-- Support floor at 'NF'.

Popular,Inc.
-- Long-term IDR at 'BB-';
-- Senior unsecured at 'BB-';
-- Short-term IDR at 'B';
-- Short-term Debt at 'B'.
-- Viability at 'bb-';
-- Preferred stock at 'B-';
-- Support at '5'
-- Support floor at 'NF'.

Popular North America, Inc.
-- Long-term IDR at 'BB-';
-- Senior unsecured at 'BB-';
-- Short-term IDR at 'B';
-- Short-term Debt at B
-- Viability rating at 'bb-';
-- Support at '5'
-- Support floor at 'NF'.

Banco Popular North America
-- Long-term IDR at 'BB-';
-- Long-term deposits at 'BB';
-- Short-term IDR at 'B';
-- Short-term deposits at 'B'.
-- Viability rating at 'bb-'
-- Support at '5'
-- Support floor at 'NF'.

Banco Popular de Puerto Rico
-- Long-term IDR at 'BB-';
-- Long-term deposits at 'BB';
-- Short-term IDR at 'B';
-- Short-term deposits at 'B';
-- Viability rating at 'bb-';
-- Support at '5'
-- Support floor at 'NF'.

BanPonce Trust I
-- Trust preferred at 'B-'.

Popular Capital Trust I
-- Trust preferred at 'B-'.

Popular Capital Trust II
-- Trust preferred at 'B-'.

Popular North America Capital Trust I
-- Trust preferred at 'B-'.

Popular Capital Trust III
-- Trust preferred at 'B-'


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


PETROLEOS DE VALENZUELA: Fitch Rates Sr. Unsec. Debt Notes B+/RR4
-----------------------------------------------------------------
Fitch Ratings expects to rate Petroleos de Venezuela, S.A.'s
(PDVSA) proposed senior unsecured debt issuance of up to US$4.5
billion at 'B+/RR4'. The company plans to use the proceeds to
refinance upcoming maturities and for general corporate purposes.

PDVSA's credit quality reflects the company's linkage to the
government of Venezuela as a state-owned entity, combined with
increased government control over business strategies and internal
resources. This underscores the close link between the company's
credit profile and that of the sovereign. PDVSA's ratings also
consider the company's strong balance sheet, sizeable proven
hydrocarbon reserves, and strategic interests in international
downstream assets.

Key Rating Drivers:

Linkage to Sovereign

PDVSA's credit quality is inextricably linked to the Venezuelan
government. It is a state-owned entity whose royalties and tax
payments have historically represented more than 50% of the
government's revenues. PDVSA is of strategic importance to the
social policies of the country, as the government defined the
company's charter and mission statement to allow it to participate
in industries that contribute to the country's social development,
including health care, education, and agriculture.

Stand-Alone Credit Profile Solid for Rating Category

PDVSA continues to be an important player in the global energy
sector. The company's competitive position is strong and supported
by its reported sizeable proven hydrocarbon reserves, strategic
interests in international downstream assets and private
participation in upstream operations. The company also benefits
from a strong balance sheet, which is in line with many of its
competitors. These strong credit attributes are consistent with a
higher rating category although sovereign related risks offset the
strength of the financial profile and constrain the rating to that
of the sovereign.

Cash Flow Affected By Transfers to Government

PDVSA's cash flow generation is significantly affected by the
large amount of funds transferred to the central government each
year. During 2012, total transfers to central government and
external parties amounted to more than US$60 billion, or
approximately 48% of total reported revenues in the form of
royalties, social development expenditures, oil bartering
agreements, taxes and dividends. The high level of transfers to
central government effectively renders PDVSA's cash flow from
operations (CFO) negative. The company partially offset the US$60
billion of cash outflow to the government in 2012 with US$40
billion of inflows labeled as taxes payable and other liabilities.
This figure includes US$11 billion of additional Venezuelan
treasury notes transferred to the company during 2012.

Moderate Leverage

PDVSA reported an EBITDA after royalties and social expenditure,
which include most oil bartering agreements, of approximately
US$20 billion and an FFO of US$26 billion during the last 12
months (LTM) ended June 30, 2013. Total financial debt as of June
30, 2013 increased to US$39 billion from US$35 billion as of year-
end 2011. The company's estimated leverage level of approximately
2.0x is low for the rating category, which is limited by credit
quality of the Venezuelan government. Capital expenditures totaled
approximately US$80 billion over the past four and a half years
and might increase significantly if the company intensifies its
exploration and production efforts on the Orinoco oil belt.

Limited Transparency

Venezuela's government displays limited transparency in the
administration and use of government-managed funds, and in fiscal
operations. This poses challenges to accurately assess the stance
of fiscal policy and the full financial strength of the sovereign.
As a direct by-product of being a state-owned entity, PDVSA
displays similar characteristics, which reinforces the linkage of
its ratings to those of the sovereign. In 2012, the company
reported a total crude production of approximately 3.0 million
barrels per day (bbpd) while Energy Intelligence's Petroleum
Intelligence Weekly and British Petroleum's (BP) Statistical
Review of World Energy estimated production at around 2.5 million
bbpd and 2.7 million bbpd, respectively.

Leverage to Remain Stable

Under Fitch's base case, PDVSA's leverage is projected to remain
stable due to the government's issuance of treasury notes that are
given to the company to bolster its cash and equivalents position.
This forecast is based upon oil prices of between US$90 per barrel
and US$75. Fitch's base case has capital expenditure levels below
that of PDVSA, which is projecting capex to total US$236 billion
through 2018. Fitch's more conservative approach to capital
expenditures is a result of PDVSA's historical levels of
investments, which have been around US$20 billion per year. Under
Fitch's stress case scenario, which is built upon conservative oil
prices of US$65 to US$50 per barrel between 2014 and 2017, PDVSA's
leverage would deteriorate to about 5.0x.

Large Hydrocarbon Reserves

PDVSA's reported hydrocarbon reserves continue to increase with
proved hydrocarbon reserves of 332 billion barrels of oil
equivalent (boe) (approximately 90% oil and 10% natural gas) and
proved developed hydrocarbon reserves of 20 billion boe as of
December 2012. This represents a 15-year proved developed reserve
life, which is considered robust for the company's rating level.
All reserves are property of the Bolivarian Republic of Venezuela
and not the company. These reserve levels are amongst the highest
in the world and bodes well for PDVSA's ability to maintain high
output levels in the near- to medium-term.

Rating Sensitivities:

Catalysts for an upgrade include an upgrade to Venezuela's
sovereign rating, real independence from the government and a
sharp and extended commodity price upturn. Catalysts for a
downgrade include a downgrade to Venezuela's ratings, a
substantial increase in leverage to finance capital expenditures
or government spending and a sharp and extended commodity price
downturn.


                            ***********


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
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Information contained herein is obtained from sources believed to
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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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