TCRLA_Public/131212.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

           Thursday, December 12, 2013, Vol. 14, No. 246


                            Headlines



A R G E N T I N A

ARGENTINA: Linklaters Selected as Legal Adviser for Bondholders
VIEIRA ARGENTINA: Parent Aims to Prevent Unit's Liquidation
YPF SA: Argentina Begins Talks With Repsol SA on Compensation
YPF SA: Fitch to Rate $500MM Sr. Unsecured Debt Issuance 'B-/RR4'


B R A Z I L

ENERGISA SA: Fitch Affirms Issuer Default Rating at 'BB'
GAFISA SA: Completes Sale of 70% Stake in Alphaville Urbanismo


C A Y M A N  I S L A N D S

BLACKSTONE LR: Commences Liquidation Proceedings
BLUE FIN: Placed Under Voluntary Wind-Up
FORUM HOLDINGS: Commences Liquidation Proceedings
GONDWANA FUND: Placed Under Voluntary Wind-Up
GOODNESS LTD: Commences Liquidation Proceedings

GREENWOOD GROVE: Creditors' Proofs of Debt Due Dec. 16
JUNTOS BALANCE: Placed Under Voluntary Wind-Up
LAMA INTERNATIONAL: Placed Under Voluntary Wind-Up
LDEP-NT: Commences Liquidation Proceedings
LHFP-NT: Commences Liquidation Proceedings

LIEP-NT: Commences Liquidation Proceedings
MOBILITY GUARANTY: Commences Liquidation Proceedings
PALO ALTO: Commences Liquidation Proceedings
PARMENIDES OFFSHORE: Commences Liquidation Proceedings
TV RECOVERY: Commences Liquidation Proceedings


C O L O M B I A

* COLOMBIA: To Get US$70MM IDB Loan for Socioeconominc Programs


M E X I C O

AXTEL SAB: Discloses Tenders of US$156MM in 2017 and 2019 Notes


V E N E Z U E L A

CITGO PETROLEUM: S&P Lowers Corp. Credit Rating to B+; Outlook Neg


                            - - - - -


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


ARGENTINA: Linklaters Selected as Legal Adviser for Bondholders
---------------------------------------------------------------
Linklaters LLP on Dec. 10 disclosed that it has been selected as
legal adviser for an ad hoc committee of holders of Argentina's
bonds issued in restructurings in 2005 and 2010.

Following years of litigation, the Ad Hoc Committee of Exchange
Bondholders seeks to negotiate a consensual inter-creditor
resolution with the holders of non-restructured bonds to end the
decade-old standoff stemming from Argentina's 2001 default and
subsequent restructurings of its debt.

Linklaters LLP is a global law firm, supporting clients in
achieving their strategies wherever they do business, using its
expertise and resources to help clients pursue opportunities and
manage risk across emerging and developed markets around the
world.  Linklaters has broad experience in Argentina and has
advised on multiple transactions involving Argentine sovereign and
quasi-sovereign entities, as well as corporations.  Significantly,
Linklaters advised the Global Coordinator and international joint
dealer managers in Argentina's sovereign debt restructuring in
2010.


VIEIRA ARGENTINA: Parent Aims to Prevent Unit's Liquidation
-----------------------------------------------------------
Analia Murias at fis.com reports that the Vieira SA management
presented a proposed agreement before the National Commercial
Court of First Instance in Buenos Aires in an attempt to avoid the
expropriation of the company.

fis.com relates that while the company has complied with the
deadlines set by the local legislation, the Argentinean subsidiary
of Spanish group Eduardo Vieira is still being operated by the
Government of Santa Cruz and subject to expropriation.

According to the report, the Vieirasa's board had asked the judge
Horacio Francisco Robledo for an extension for the submission of
the proposed agreement, considering that the firm could not even
have access its assets.

The seven boats have been moored for more than a year and the
factory is inactive, the report notes.

Spanish newspaper Faro de Vigo reported that as Vieira's request
was not granted, the company appealed against the court's decision
and simultaneously filed a proposed settlement, fis.com relays.

fis.com reports that the group's president, Eduardo Vieira,
earlier travelled to Argentina to take steps aimed at recovering
the company located in Puerto Deseado.

Negotiations continue amid cross allegations of scam and fraud
among politicians and entrepreneurs from Santa Cruz arising in
connection with the expropriation process, the report says.

As reported in the Troubled Company Reporter-Latin America on
Sept. 14, 2012, Vieira Argentina SA asked for reorganization
proceedings.  The company defaulted its payments on July 11, 2012.


YPF SA: Argentina Begins Talks With Repsol SA on Compensation
-------------------------------------------------------------
Hugh Bronstein at Reuters reports that Argentine Cabinet Chief
Jorge Capitanich said the country has begun talks with Repsol YPF,
S.A. about compensation to the Spanish oil major for last year's
nationalization of the South American country's top oil company,
YPF SA.

Mr. Capitanich told reporters that the long-awaited negotiations
had begun but declined to elaborate on the progress or location of
the talks, according to Reuters.

"Negotiations with Repsol have begun.  They are meeting," the
report quoted Mr. Capitanich as saying.

The report notes that Argentina and Repsol struck a preliminary
deal over compensation for the 2012 seizure of the Spanish
company's majority stake in YPF.  Sources have said Argentina is
offering a compensation package worth US$5 billion, half the sum
Repsol was initially demanding, the report relates.

Details of the settlement, which is likely to be paid in 10-year
U.S. dollar denominated Argentine bonds, is expected to be ironed
out in the coming weeks, the report adds.

                          About YPF SA

Headquartered in Buenos Aires, Argentina, YPF S.A. is an
integrated oil and gas company engaged in the exploration,
development and production of oil and gas, natural gas and
electricity-generation activities (upstream), the refining,
marketing, transportation and distribution of oil and a range of
petroleum products, petroleum derivatives, petrochemicals and
liquid petroleum gas (downstream).  The company is a subsidiary
of Repsol YPF, S.A., a Spanish company engaged in oil exploration
and refining, which holds 99.04% of its shares.  Its international
operations are conducted through its subsidiaries, YPF
International S.A. and YPF Holdings Inc.


YPF SA: Fitch to Rate $500MM Sr. Unsecured Debt Issuance 'B-/RR4'
-----------------------------------------------------------------
Fitch Ratings expects to assign a rating of 'B-/RR4' to YPF S.A.'s
proposed senior unsecured debt issuance for up to US$500 million
with a five-year bullet maturity. The proceeds will be used to
fund fixed asset investments in Argentina and working capital
requirements. The notes rank at least pari passu in priority of
payment with all other YPF senior unsecured debt. The notes are
rated the same as all senior unsecured obligations of YPF.

Key Ratings Drivers

YPF's ratings reflect its strong linkage with the credit quality
of the Republic of Argentina (Fitch local and foreign currency
IDRs of 'B-', Outlook Negative, and 'CC', respectively) and the
company's low reserve life. The ratings also factor in YPF's
strong business position in the local market as well as its strong
credit protection measures.

Linkage to Sovereign:

YPF's ratings reflect the close linkage with the Republic of
Argentina resulting from the company's ownership structure as well
as recent government interventions. The Republic of Argentina
controls the company through its 51% participation after it
nationalized the company on April 2012 by expropriating the
controlling ownership previously owned by Repsol S.A. Since the
expropriation, the company's strategy and business decisions are
governed by the Republic of Argentina.

Low Hydrocarbon Reserve Life:

The ratings consider the company's relatively weak operating
metrics characterized by low reserve life and historically
declining production levels. As of year-end 2012, YPF reported
proved reserves of 979 million barrels of oil equivalent (boe) and
average production of 485,000 boe per day. YTD September 2013, the
company's average production of 485,000 boe per day is consistent
with 2012 trends. Production has been relatively stable, though on
a slight upturn during 2013, especially in 3Q13 reaching 496,500
boe per day. This translates into a reserve life of approximately
5.5 years, which is significantly below optimal levels and has the
potential to create significant operational challenges in the
medium to long term. During 2012, the company's reserve
replacement ratio was approximately 85%.

Strong Business Position:

YPF benefits from a strong business position supported by its
vertically integrated operations and dominant market presence in
the Argentine hydrocarbons' market. Fitch anticipates that YPF
will continue exercising an active role in domestic fuel and gas
supply.

Adequate Credit Protection Metrics:

The ratings reflect YPF's relatively solid credit protection
metrics, characterized by moderate leverage and a manageable debt
amortization schedule. As of the last 12 months (LTM) ended Sept.
30, 2013, total financial leverage, as measured by total debt-to-
EBITDA, reached 1.2x, which is considered low for the assigned
rating. As of year-end 2012, leverage (as measured by total debt-
to-total proved reserves) was average at USD3.5 per boe. Total
debt as of Sept. 30, 2013 amounted to approximately USD4.503
billion, of which approximately USD1.058 billion was short-term.
Total cash and equivalents amounted to approximately USD1.192
billion as of Sept. 30, 2013. EBITDA for the LTM ended September
2013 was approximately USD3.664 billion. During recent years, the
company's leverage has been increasing, mostly as a result of
increases in debt. The company's stated strategy is to maintain
its net leverage below 1.5x.

The 'RR4' Recovery Rating for the company's senior unsecured notes
outstanding reflects an average expected recovery given default
and is in line with the RR soft cap established for Argentina.

Rating Sensitivity

YPF's ratings could be negatively affected by a combination of the
following: a downgrade of the Republic of Argentina's ratings; a
significant deterioration of credit metrics; and/or the adoption
of adverse public policies that can affect the company's business
performance in any of its business segments.

A positive rating action in the short to medium term is considered
unlikely given the linkage with sovereign credit quality and the
Negative Outlook for all foreign and local currency IDRs.


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


ENERGISA SA: Fitch Affirms Issuer Default Rating at 'BB'
--------------------------------------------------------
Fitch Ratings has affirmed Energisa S.A.'s Issuer Default Ratings
(IDRs) at 'BB', and its subsidiaries' IDRs at 'BB+'. In addition,
all ratings have been placed on Rating Watch Negative. A full list
of the rating actions follows at the end of this press release.

Key Rating Drivers:

The ratings reflect Energisa's ability to keep its consolidated
leverage ratios at levels consistent with the assigned rating
category, even during a time of higher capital expenditures. The
group currently presents a solid financial profile, underpinned by
a robust liquidity position, and a lengthened debt maturity
profile. The analysis also incorporates Energisa's robust
operational cash flow generation, with the negative impact of the
third tariff review cycle in its distribution companies to be
partially offset by potential new efficiency gains and increase in
the generation business.

The group's credit profile is also bolstered by its diversified
power distribution concessions, which dilutes business risk, and
the benefits of a growing client base. Fitch considers the
investments in the generation segment as positive, based on asset
diversification and more predictable cash flow generation. The
generation segment has improved the group's business profile and
should represent 20% - 25% of its consolidated EBITDA in 2015,
considering the current asset base. Energy generation activities
benefit from long-term energy sales contracts with fixed prices
adjusted for inflation, which mitigate the cash flow volatility
related to periodical tariff reviews of Energisa's energy
distribution subsidiaries. The ratings also incorporate the
group's exposure to foreign exchange movements, hydrological risk,
and a moderate regulatory risk.

The Negative Watch reflects the expected pressure of the potential
acquisition of Grupo Rede on Energisa's consolidated credit
metrics. On October 2013, the company submitted a reorganization
and investment plan of Grupo Rede to the Brazilian Regulatory
Agency (Aneel) that comprises the incorporation of BRL4.8 billion
of Grupo Rede's net debt, after the write-off of part of debt at
Grupo Rede's holdings level, and operating integration with its
eight distribution companies. This integration poses a significant
credit and operational challenge to Energisa since Grupo Rede's
subsidiaries operate in an extensive area with an operational
performance below average. The conclusion of the acquisition is
expected to the first quarter of 2014 and could result in a one-
notch downgrade of all ratings, if a firm proposal of capital
increase of Energisa is not carried out in the near term or is
insufficient to make credit metrics compatible with current
ratings.

The one-notch difference between Energisa's ratings and those of
its subsidiaries is based on the relevance and structural
subordination of the holding company's debt compared to that of
the operating companies. The holding company debt represented
approximately 30% of net consolidated debt as of Sept. 30, 2013.

Leverage to Increase After Grupo Rede Acquisiton

Fitch expects the acquisition of Grupo Rede will have a material
impact on Energisa's leverage ratios. On a pro forma basis, Fitch
expects a consolidated net leverage between 4.0 times (x) and
4.5x, considering a recurring EBITDA for Grupo Rede of BRL1.0
billion, the incorporation of BRL4.8 billion in net debt of the
acquired group including the upfront payment of BRL500 million for
Grupo Rede's creditors, and potential new debt issuance to finance
immediate capital expenditures at the acquired distribution
companies. In the last twelve months (LTM) ended Sept. 30, 2013,
Energisa presented a total debt-to-EBITDA ratio of 4.1x and a net
debt-to-EBITDA ratio of 3.0x. Fitch expects Energisa to fund the
acquisition and new capex requirements with appropriate funding
and potential equity contribution from shareholders, as well as
refinance the existing debt at Grupo Rede's subsidiaries at lower
interest rate and lengthened maturity profile.

Sound Operational Profile

Energisa's consolidated cash flow has benefited from a higher than
expected increase in energy consumption in the group's concession
areas, and, to a lesser extent, from the gradual improvement of
its operational indicators. Energy distributed in its concession
areas increased 4.7% in 2012 and 11.9% in the first nine months of
2013 compared with the same period of the previous year. The group
has consistently reduced its energy losses, both on a consolidated
basis and individually. Currently, all of Energisa's distribution
companies report losses below the maximum percentages established
by the Aneel, which is an important factor regarding their
operating cash flow.

Fitch expects a moderate negative impact on Energisa's
consolidated operational cash generation in the next years as a
consequence of the third tariff review in all its five
distribution companies in 2012 - 2013. This effect can be
partially offset by the start-up of some generation projects,
which should increase the group's energy generation installed
capacity from current 253 MW to 363 MW by 2017. On Sept. 2013,
150MW of new generation installed capacity were available to
operate and are expected to add BRL80-90 million to the group's
consolidated net revenues in a yearly basis. In the LTM ended
Sept. 30, 2013, consolidated net revenues and EBITDA reached BRL3
billion and BRL688 million, respectively, excluding construction
revenues, which favorably compares with BRL2.9 billion and BRL640
million reported in 2012.

High Capex Needs to pressure FCF

Energisa's free cash flow (FCF) is expected to stay negative in
the following years as a result of high capital expenditures and
dividend distribution. Fitch considers the investments in the
generation segment as positive, based on more predictable cash
flow generation. Cash flow from operations (CFFO) was BRL828
million for the LTM ended Sept. 30, 2013. Cash generation was used
to fund capital expenditures of BRL648 million and the dividend
distribution of BRL181 million, resulting in a slightly negative
FCF of BRL1 million. The acquisition of Grupo Rede can put more
pressure on Energisa's cash flow in the first years as a result of
additional capex requirements. Operational improvements and
synergies should be obtained gradually.

Robust Liquidity and Adequate Debt Profile

Energisa presents comfortable liquidity levels on a consolidated
basis. As of Sept. 30, 2013, the group reported BRL767 million of
cash and marketable securities, which covered its short-term debt
by 2.3x. For the same period, the cash + CFFO-to-short-term debt
ratio was 3.7x, evidencing the company's adequate debt repayment
schedule. Debt is concentrated in the long term, with maturities
well-distributed over time.

Rating Sensitivities:

The ratings could be downgraded by one-notch with the conclusion
of Grupo Rede's acquisition. After this event, Fitch will monitor
Energisa's operational performance in the new distributors, with
potential improvements in cash flow generation and credit metrics
to benefit the overall credit profile of the group. An upgrade in
the ratings is not likely in the short-term.

Fitch has affirmed the following rating actions:

Energisa
-- Foreign currency IDR at 'BB';
-- Local currency IDR at 'BB';
-- Long-term national scale rating at 'A+(bra)'; and
-- Long-term national rating of the third debentures issuance, in
the amount of BRL150 million, due in 2014, at 'A+(bra)'.

Energisa Paraiba - Distribuidora de Energia S/A (Energisa Paraiba)
-- Foreign currency IDR at 'BB+';
-- Local currency IDR at 'BB+';
-- Long-term national scale rating at 'AA-(bra)'; and
-- Long-term national rating of the first debentures issuance, in
the amount of BRL80 million, due in 2014, at 'AA-(bra)'.

Energisa Sergipe- Distribuidora de Energia S/A (Energisa Sergipe)
-- Foreign currency IDR at 'BB+';
-- Local currency IDR at 'BB+';
-- Long-term national scale rating at 'AA-(bra)'; and
-- Long-term national rating of the second debentures issuance, in
the amount of BRL60 million, due in 2014, at 'AA-(bra)'.

Energisa Minas Gerais - Distribuidora de Energia S/A (Energisa
Minas Gerais)
-- Foreign currency IDR at 'BB+';
-- Local currency IDR at 'BB+';
-- Long-term national scale rating at to 'AA-(bra)'; and
-- Long-term national rating of the seventh debentures issuance,
in the amount of BRL60 million, due in 2014, , at 'AA-(bra)'.


GAFISA SA: Completes Sale of 70% Stake in Alphaville Urbanismo
--------------------------------------------------------------
Rogerio Jelmayer at The Wall Street Journal reports that Gafisa SA
completed the sale of a 70% stake in its Alphaville Urbanismo
residential-development business.

The company plans to use the proceeds to reduce debt and pay
dividends, according to The WSJ.

The WSJ notes that the company said it completed the sale of the
70% stake in Alphaville to Blackstone Group L.P. (BX) and Brazil's
Patria Investimentos Ltda. for BRL1.54 billion.  Gafisa will keep
a 30% of Alphaville, the report relates.

"The sale proceeds will enable Gafisa to improve its capital
structure by reducing debt and bringing leverage back in line with
its operations.  At least BRL700 million will be used to amortize
corporate debt maturing in the next 12 months, representing around
70% of total corporate debt maturing prior to December 2014,"
Gafisa SA said in news release, The WSJ relays.

"A portion of the proceeds will be used to pay dividends and/or
interest on equity of around BRL100 million," the company added,
The WSJ notes.

The company's net debt totaled BRL2.86 billion in the third
quarter, the report adds.

                         About Gafisa SA

Headquartered in Sao Paulo, Brazil and founded in 1954, Gafisa
S.A. is one of the largest fully integrated homebuilders in the
country ranking second in terms of revenues and volumes, and also
one of the most diversified in terms of product offering to
different income levels and geographies, operating in 20
different states.  With an estimated market share of 6% in
Brazil, Gafisa had net revenues of BRL1.3 billion in the last 12
months ending on March 31, 2008.

As reported in the Troubled Company Reporter-Latin America on
Nov. 1, 2013, Moody's America Latina downgraded Gafisa's corporate
family ratings to B1 from Ba3 on its global scale and to Baa3.br
from A3.br on its national scale.  At the same time, the company's
BRL600 million senior secured debentures were downgraded to
Ba3/A3.br from Ba2/A1.br, while its BRL300 million senior
unsecured debentures were downgraded to B2/Ba2.br from B1/Baa2.br.
The outlook is negative for all ratings.


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


BLACKSTONE LR: Commences Liquidation Proceedings
------------------------------------------------
On Oct. 31, 2013, the sole shareholder of Blackstone LR Offshore
Fund, 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:

          Patrick Agemian
          c/o John O'Driscoll
          Walkers
          190 Elgin Avenue, George Town
          Grand Cayman KY1-9001
          Cayman Islands
          Telephone: +1 (345) 914 4229


BLUE FIN: Placed Under Voluntary Wind-Up
----------------------------------------
On Nov. 4, 2013, the shareholder of Blue Fin Limited resolved to
voluntarily wind up the company's operations.

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

The company's liquidators are:

          Samit Ghosh
          Simon Owiti
          P.O. Box 1109 Grand Cayman KY1-1102
          Cayman Islands
          c/o Adam Fox
          Telephone: (345) 914 7601


FORUM HOLDINGS: Commences Liquidation Proceedings
-------------------------------------------------
On Nov. 1, 2013, the shareholder of Forum Holdings 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:

          Mark Pearson
          c/o Forum Partners, 1st Floor
          16 Berkeley Street
          London, W1J 8DZ
          Telephone: +1 (345) 914 6365


GONDWANA FUND: Placed Under Voluntary Wind-Up
---------------------------------------------
On Oct. 30, 2013, the sole shareholder of Gondwana Fund Limited
resolved to voluntarily wind up the company's operations.

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

The company's liquidator is:

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


GOODNESS LTD: Commences Liquidation Proceedings
-----------------------------------------------
On Oct. 24, 2013, the members of Goodness Ltd. resolved to
voluntarily liquidate the company's business.

Only creditors who were able to file their proofs of debt by
Nov. 22, 2013, will be included in the company's dividend
distribution.

The company's liquidators are:

          Ms. Barbara Carroll
          Ms. Betty Roberts
          Telephone: (242) 362 4904
          First Trust Bank Limited
          Templeton Building, Lyford Cay
          P.O. Box N-7776 Nassau
          Bahamas


GREENWOOD GROVE: Creditors' Proofs of Debt Due Dec. 16
------------------------------------------------------
The creditors of Greenwood Grove Limited are required to file
their proofs of debt by Dec. 16, 2013, to be included in the
company's dividend distribution.

The company commenced wind-up proceedings on Nov. 4, 2013.

The company's liquidator is:

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


JUNTOS BALANCE: Placed Under Voluntary Wind-Up
----------------------------------------------
On Nov. 5, 2013, the sole member of Juntos Balance Fund Limited
resolved to voluntarily wind up the company's operations.

Only creditors who were able to file their proofs of debt by
Dec. 10, 2013, will be included in the company's dividend
distribution.

The company's liquidator is:

          Gene Dacosta
          Telephone: (345) 814 7765
          Facsimile: (345) 945 3902
          P.O. Box 2681 Grand Cayman KY1-1111
          Cayman Islands


LAMA INTERNATIONAL: Placed Under Voluntary Wind-Up
--------------------------------------------------
On Oct. 30, 2013, the sole shareholder of Lama International Ltd.
resolved to voluntarily wind up the company's operations.

Only creditors who were able to file their proofs of debt by
Nov. 29, 2013, will be included in the company's dividend
distribution.

The company's liquidator is:

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


LDEP-NT: Commences Liquidation Proceedings
------------------------------------------
On Oct. 11, 2013, the members of LDEP-NT resolved to voluntarily
liquidate the company's business.

Only creditors who were able to file their proofs of debt by
Dec. 11, 2013, will be included in the company's dividend
distribution.

The company's liquidator is:

          Jonathan Bernstein
          Telephone: (345) 949 4900
          Facsimile: (345) 949 4901
          c/o Appleby (Cayman) Ltd.
          P.O. Box 190 Clifton House, 75 Fort Street
          Grand Cayman KY1-1104
          Cayman Islands


LHFP-NT: Commences Liquidation Proceedings
------------------------------------------
On Oct. 11, 2013, the members of LHFP-NT resolved to voluntarily
liquidate the company's business.

Only creditors who were able to file their proofs of debt by
Dec. 11, 2013, will be included in the company's dividend
distribution.

The company's liquidator is:

          Jonathan Bernstein
          Telephone: (345) 949 4900
          Facsimile: (345) 949 4901
          c/o Appleby (Cayman) Ltd.
          P.O. Box 190 Clifton House, 75 Fort Street
          Grand Cayman KY1-1104
          Cayman Islands


LIEP-NT: Commences Liquidation Proceedings
------------------------------------------
On Oct. 11, 2013, the members of LIEP-NT resolved to voluntarily
liquidate the company's business.

Only creditors who were able to file their proofs of debt by
Dec. 11, 2013, will be included in the company's dividend
distribution.

The company's liquidator is:

          Jonathan Bernstein
          Telephone: (345) 949 4900
          Facsimile: (345) 949 4901
          c/o Appleby (Cayman) Ltd.
          P.O. Box 190 Clifton House, 75 Fort Street
          Grand Cayman KY1-1104
          Cayman Islands


MOBILITY GUARANTY: Commences Liquidation Proceedings
----------------------------------------------------
On Oct. 17, 2013, the sole shareholder of Mobility Guaranty 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 liquidators are:

          Harry B. Boldt, Jr.
          R. Jeffrey Henning
          Telephone: (345) 949-0488
          Facsimile: (345) 949-0364
          P.O. Box 1990 Grand Cayman KY1-1104
          Cayman Islands


PALO ALTO: Commences Liquidation Proceedings
--------------------------------------------
On Oct. 31, 2013, the sole shareholder of Palo Alto Global Energy
Offshore Liquidating Fund, 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:

          Scott Smith
          Walkers
          190 Elgin Avenue, George Town
          Grand Cayman KY1-9001
          Cayman Islands
          Telephone: (345) 914 6386


PARMENIDES OFFSHORE: Commences Liquidation Proceedings
------------------------------------------------------
On Oct. 31, 2013, the shareholder of Parmenides Offshore Fund, 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:

          SPM Jr., L.L.C.
          100 Washington Blvd, 5th Floor
          Stamford, CT 06902
          USA


TV RECOVERY: Commences Liquidation Proceedings
----------------------------------------------
On Nov. 5, 2013, the sole shareholder of TV Recovery 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:

          Ian Patrick Pilgrim
          Mayflower Management Services (Bermuda) Limited
          102 St. James Court
          Flatts
          Smiths FL04
          Bermuda
          Telephone: +1 (441) 542 6330


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


* COLOMBIA: To Get US$70MM IDB Loan for Socioeconominc Programs
---------------------------------------------------------------
The Inter-American Development Bank (IDB) announced the approval
of a US$70 million loan to Colombia to help improve socioeconomic
conditions in the San Andres, Providencia, and Santa Catalina
Archipelago.

The project aims to improve living conditions for low-income
people in urban areas in central San Andres and in the vicinity of
the island's main beaches by expanding the coverage and quality of
water and sanitation services for households, improving
infrastructure and risk management along the coast, supporting
micro- and small-scale enterprises, and strengthening institutions
for fiscal sustainability.

By 2018 it is expected that the project will connect 2,500 new
households to the piped water network and carry out six
neighborhood improvement initiatives.  In addition, the project
will expand potable water supply capacity for rural areas,
construct a pedestrian promenade between Spratt Bright and the
island's northeast sector, complete 350 household sanitation
solutions, and restore 1.1 km of eroded beaches, among others.

In the fiscal area, the project will address challenges in income
generation and public sector capacity to carry out and sustain
investments by strengthening tax collection to achieve potential
levels and improving public investment management capabilities to
promote the archipelago's development.

The IDB loan for US$70 million has a 15-year grace period, an
interest rate based on LIBOR, and a term of 15 years.


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


AXTEL SAB: Discloses Tenders of US$156MM in 2017 and 2019 Notes
---------------------------------------------------------------
Axtel S.A.B. de C.V. disclosed that holders of US$156,360,000
aggregate principal amount of its outstanding 7.625% Senior Notes
due 2017 and 9.00% Senior Notes due 2019 have tendered their notes
as of the expiration of the Early Tender Date with respect to the
Company's pending offers to exchange for its Senior Secured Notes
due 2020.

Participation for the 2017 Notes and 2019 Notes is the following:

7.625% Senior Notes due 2017, Outstanding Principal Amount is
US$132,990,000 and Early Tender Date Tenders of US$82,542,000
9.00% Senior Notes due 2019 Outstanding Principal Amount is
$134,574,000 and Early Tender Date Tenders of US$73,818,000.

Felipe Canales, AXTEL's Chief Financial Officer, stated "We are
very pleased with the high level of investors' participation
during the early tender period.

"Subject to acceptance of the notes tendered, our debt maturity
profile will further improve, extending a relevant portion of our
years 2017 and 2019 amortizations to the year 2020.

"Furthermore, upon consummation of the transaction as presently
contemplated, the outstanding principal amount of 2020 Secured
Notes will increase from US$249 million to over US$350 million,
which makes the notes eligible to participate in several market
indexes and thus, should in turn significantly increase their
liquidity.

We continue to proactively manage our debt profile to further
strengthen our capital structure and facilitate the execution of
our business strategy."

Other important information

The consummation of the Exchange Offers is subject to the
conditions set forth in the Exchange Offering Memorandum dated
November 22, 2013 , as supplemented November 27, 2013 (the
"Exchange Offering Memorandum") and related Letter of Transmittal,
including, among other things, a determination that the Exchange
Notes to be issued on the Initial Settlement Date, if an initial
acceptance is made, and on the Final Settlement Date, if a final
acceptance is made, will be fungible with the outstanding 2020
Notes for U.S. federal income tax purposes.

During the Exchange Offers, AXTEL expects to offer in a private
placement (the "Private Placement") an aggregate principal amount
of up to US$36 million of 2020 Notes for cash (the "Additional
Notes").  The Exchange Notes and the Additional Notes together are
referred to herein as the "New Notes."  The maximum aggregate
principal amount of New Notes that will be issued in connection
with the Exchange Offers and the Private Placement is US$146
million, the report notes.

The Exchange Notes and the Private Placement Notes have not been
and will not be registered under the Securities Act of 1933, as
amended (the "Securities Act"), or any state securities laws.

Each Exchange Offer is only being made to registered holders of
Old Notes that are (i) "qualified institutional buyers," as that
term is defined in Rule 144A under the Securities Act, (ii)
outside the United States and are persons who are not "U.S.
persons," as that term is defined in Rule 902 under the Securities
Act and (iii) "accredited investors," as that term is defined in
Rule 501(a) under the Securities Act, that are institutions of the
types described in clauses (1), (2), (3) and (7) of Rule 501(a)
(together "Eligible Holders").

                         About Axtel SAB

Axtel S.A.B. de C.V. is a fixed-line integrated services telephony
company in Mexico and is one of the primary virtual private
network operators in the country.  AXTEL SAB provides
comprehensive telecommunications services to every sector, from
residential and small and medium businesses to large corporations,
financial institutions, and government entities.

As reported in the Troubled Company Reporter-Latin America on
Dec. 6, 2013, Moody's Investors Service (Moody's) downgraded
Axtel's corporate family rating to Caa3 from Caa1 and its existing
senior unsecured global notes to Ca from Caa2 following the
company's announcement that it offers to exchange up to US$110
million out of US$268 million in senior unsecured global notes
maturing in 2017 and 2019 for senior secured notes due 2020.  For
Moody's this offer constitutes a distressed exchange and thus a
default event.


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


CITGO PETROLEUM: S&P Lowers Corp. Credit Rating to B+; Outlook Neg
------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Houston-based CITGO Petroleum Corp. to 'B+' from
'BB-'. All related issue-level ratings on the company's debt were
also lowered by one notch in conjunction with the downgrade.  The
ratings were removed from CreditWatch, where S&P placed them with
negative implications on Nov. 27, 2013.  The rating outlook is
negative.  Recovery ratings on the company's debt issues remain
unchanged.

"We base our downgrade on the application of the group ratings
methodology and our assessment of CITGO as an insulated subsidiary
to its Venezuelan parent, PdVSA.  We assess the group credit
profile of PdVSA at 'b', in line with our corporate credit rating
on PdVSA.  We believe the facts and circumstances warrant CITGO
being rated one notch above PdVSA.  In our view, there could be
scenarios in which PdVSA could incur financial distress but the
creditworthiness of CITGO remain relatively unscathed.  CITGO is
severable from PdVSA, has independent financial prospects, and
holds itself out as a separate entity.  The cross-border ownership
and the highly restrictive debt covenants at CITGO lower the
probability of it being drawn into a potential PdVSA bankruptcy.
At the same time, we believe no more than one notch of separation
is warranted given PdVSA's full control over CITGO.  There is no
presence of independent directors or other structural ring-fencing
features," S&P said.

At the current rating level, the negative outlook on CITGO mirrors
that on PdVSA.  The outlook on PdVSA reflects that on Venezuela.

"We do not expect PDVSA's relationship with the government to
change significantly in the next two to three years," said
Standard & Poor's credit analyst Nora Pickens.  "We also believe
that the government will not significantly reduce its heavy
involvement in the sector or in the company.  Therefore, the
rating on PdVSA will likely follow the rating trajectory on the
sovereign."

S&P would revise the outlook on CITGO to stable in the event that
it would do the same to the outlook on PDVSA.  Similarly, S&P
would likely downgrade CITGO if PdVSA were downgraded.  Since
CITGO's SACP is 'bb', it is unlikely that S&P would lower CITGO's
rating due to company-specific factors.


                            ***********


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.

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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