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

           Friday, March 7, 2014, Vol. 15, No. 47


                            Headlines



A R G E N T I N A

YPF SA: Discloses Exchange Offer for 10% Notes Due 2028
YPF SA: Fitch Puts 'B-/RR4' Rating to US$100M 2018 Notes Reopening


B R A Z I L

BR PROPERTIES: To Sell Warehouses to GLP for US$1.36 Billion


C A Y M A N  I S L A N D S

ARVIN CAYMAN: Creditors' Proofs of Debt Due April 17
BELVEDERE MALACCA: Creditors' Proofs of Debt Due March 26
CHARLES LIMITED: Creditors' Proofs of Debt Due March 25
CORRIENTES STRATEGY: Creditors' Proofs of Debt Due March 17
GG CURRENCY: Commences Liquidation Proceedings

GOMA: Creditors' Proofs of Debt Due March 17
HOOP INVESTMENT: Commences Liquidation Proceedings
LUFT 476: Creditors' Proofs of Debt Due March 26
MIZU RYU: Commences Liquidation Proceedings
QCON CAYMAN: Creditors' Proofs of Debt Due March 16

SCM PRIVATE: Commences Liquidation Proceedings


C H I L E

SMU S.A. Y SUBSIDIARIAS: S&P Affirms 'CCC+' Corp. Credit Rating


D O M I N I C A N   R E P U B L I C

DOMINICAN REPUBLIC: To Grow 4.5% in 2014, Central Banker Says


M E X I C O

CREDITO REAL: S&P Affirms 'BB' ICR & Rates $300MM Sr. Notes 'BB'


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A R G E N T I N A
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YPF SA: Discloses Exchange Offer for 10% Notes Due 2028
-------------------------------------------------------
YPF S.A. disclosed an offer to exchange any and all of its
outstanding 10% Medium-Term Notes (Series C) due 2028 (the Old
Notes) for 8.875% Senior Notes due 2028 (the New Notes).

The terms of the exchange offer are described in YPF's Pricing
Supplement, dated March 4, 2014 (the Pricing Supplement).  The
exchange offer will expire at 5:00 p.m. on April 1, 2014, unless
extended or terminated earlier by YPF.

YPF is offering the New Notes only to holders of the Old Notes,
and will accept for exchange any and all validly tendered and not
validly withdrawn Old Notes.  The exchange offer is subject to
certain conditions set forth in the Pricing Supplement.  Tenders
of Old Notes may be validly withdrawn at any time prior to the
Expiration Date.

YPF SA is Argentina's leading energy company, operating a fully
integrated oil and gas chain with leading market positions across
the domestic upstream and downstream segments.  YPF's upstream
operations consist of the exploration, development and production
of crude oil, natural gas and LPG. YPF's downstream operations
include the refining, marketing, transportation and distribution
of oil and a wide range of petroleum products, petroleum
derivatives, petrochemicals, LPG and bio-fuels.


YPF SA: Fitch Puts 'B-/RR4' Rating to US$100M 2018 Notes Reopening
------------------------------------------------------------------
Fitch rates YPF S.A.'s (YPF) US$100 million reopening of the
company's 2018 notes 'B-/RR4.'  The reopening of the 2018 notes is
available only to holders of the company's US$100 million senior
unsecured notes due in November 2028.  An exchange of debt
instruments by these holders would not result in an increase in
the company's debt.  If successful, the 2018 notes outstanding
would be increased to US$600 million.

Key Rating Drivers

YPF's ratings reflect its strong linkage with the credit quality
of the Republic of Argentina (Fitch local and foreign currency
Issuer Default Ratings [IDRs] of 'B-', Outlook Negative, and 'CC',
respectively)and the company's low reserve life.

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.
Following this action, 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.
Year-to-date September 2013, the company's average production of
485,000 boe per day is consistent with 2012 trends.  Production
has been relatively stable, though with a slight upturn during
2013, especially in 3Q'13, 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 to exercise an active
role in domestic fuel and gas supply.

Adequate Credit Protection Metrics: YPF has 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, YPF's total debt-to-
total proved reserves ratio was average at USD3.5 per boe. Total
debt as of Sept. 30, 2013 amounted to approximately USD4.5
billion, of which approximately USD1.1 billion was short-term.
Total cash and equivalents amounted to approximately USD1.2
billion as of Sept. 30, 2013.  EBITDA for the LTM ended September
2013 was approximately USD3.7 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.


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B R A Z I L
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BR PROPERTIES: To Sell Warehouses to GLP for US$1.36 Billion
------------------------------------------------------------
Reuters reports that BR Properties SA will sell most of its
industrial warehouses and logistics facilities to Singapore-listed
Global Logistic Properties Limited for BRL3.18 billion (US$1.36
billion), according to a securities filing.

The sale reflects a recent trend across Brazil's corporate
landscape, as the country's biggest companies cut back operations
and sells assets to shore up balance sheets amid tougher economic
conditions, according to Reuters.  The report relates that the
commercial real estate sector has been particularly hard-hit, with
skittish potential tenants and abundant supply leading to
stubbornly high vacancy rates.

In November, the report recalls, BR Properties said it would sell
the properties to WTGoodman IBP Participacoes, a joint venture
between Australia's Goodman Group Pty Ltd (GMG.AX) and local
developer WTorre, pending a due diligence period.

In March 5's filing, however, BR Properties said the deal was now
being carried out with GLP's LPP Empreendimentos e Participacoes
unit after WTGoodman IBP's exclusivity agreement expired, the
report notes.

Reuters discloses that cash generated by the asset sale will be
used to cut debt, buy back shares and pay dividends, BR Properties
said.

Nearly 25 percent of BR Properties' debt is denominated in U.S.
dollars, according to Thomson Reuters data.  Brazil's currency
weakened about 6.6 percent against the dollar in the fourth
quarter, contributing to a 32 percent jump in financial expenses
in the quarter from the same period in 2013, the report says.

While the company has tried to reduce its debt burden since early
2012, net debt at the end of December was up slightly from the
previous quarter at BRL4.6 billion, the report notes.

                        *     *     *

As reported in the Troubled Company Reporter-Latin America on
July 5, 2013, Standard & Poor's Ratings Services affirmed its 'BB'
global scale and 'brAA' national scale ratings on BR Properties
S.A.  At the same time S&P revised the outlook to positive from
stable.


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C A Y M A N  I S L A N D S
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ARVIN CAYMAN: Creditors' Proofs of Debt Due April 17
----------------------------------------------------
The creditors of Arvin Cayman Islands, Ltd. are required to file
their proofs of debt by April 17, 2014, to be included in the
company's dividend distribution.

The company commenced liquidation proceedings on Jan. 16, 2014.

The company's liquidator is:

          Paget-Brown Trust Company Ltd.
          c/o Ica Eden
          Telephone: (345)-949-5122
          Facsimile: (345)-949-7920
          P.O. Box 1111 Grand Cayman KY1-1102
          Cayman Islands


BELVEDERE MALACCA: Creditors' Proofs of Debt Due March 26
---------------------------------------------------------
The creditors of Belvedere Malacca Master Fund are required to
file their proofs of debt by March 26, 2014, to be included in the
company's dividend distribution.

The company commenced liquidation proceedings on Feb. 5, 2014.

The company's liquidator is:

          Mourant Ozannes Cayman Liquidators Limited
          c/o Mourant Ozannes
          Attorneys-at-Law for the Company
          Reference: Tracy Hylton
          Telephone: (+1) 345 949 4123
          Facsimile: (+1) 345 949 4647; or

          Mourant Ozannes Cayman Liquidators Limited
          Reference: Peter Goulden
          Telephone: (+1) 345 949 4123
          Facsimile: (+1) 345 949 4647
          94 Solaris Avenue, Camana Bay
          P.O. Box 1348, George Town Grand Cayman KY1-1108
          Cayman Islands


CHARLES LIMITED: Creditors' Proofs of Debt Due March 25
-------------------------------------------------------
The creditors of Charles Limited are required to file their proofs
of debt by March 25, 2014, to be included in the company's
dividend distribution.

The company commenced wind-up proceedings on Feb. 6, 2014.

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


CORRIENTES STRATEGY: Creditors' Proofs of Debt Due March 17
-----------------------------------------------------------
The creditors of Corrientes Strategy Fund are required to file
their proofs of debt by March 17, 2014, to be included in the
company's dividend distribution.

The company commenced liquidation proceedings on Feb. 4, 2014.

The company's liquidator is:

          Appleby Trust (Cayman) Ltd.
          c/o George Bashforth
          Telephone: +1 (345) 949 4900
          75 Fort Street
          P.O. Box 1350, George Town
          Grand Cayman KY1-1108
          Cayman Islands


GG CURRENCY: Commences Liquidation Proceedings
----------------------------------------------
On Jan. 31, 2014, the sole shareholder of GG Currency 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:

          Summit Management Limited
          c/o David Egglishaw
          Telephone: (345) 945 7676
          Suite # 4-210, Governors Square
          P.O. Box 32311 Grand Cayman KY1-1209
          Cayman Islands


GOMA: Creditors' Proofs of Debt Due March 17
--------------------------------------------
The creditors of Goma are required to file their proofs of debt by
March 17, 2014, to be included in the company's dividend
distribution.

The company commenced liquidation proceedings on Jan. 30, 2014.

The company's liquidator is:

          Appleby Trust (Cayman) Ltd
          c/o George Bashforth
          Telephone: +1 (345) 949 4900
          75 Fort Street
          P.O. Box 1350, George Town Grand Cayman KY1-1108
          Cayman Islands


HOOP INVESTMENT: Commences Liquidation Proceedings
--------------------------------------------------
On Feb. 3, 2014, the shareholders of Hoop Investment Ltd. resolved
to voluntarily liquidate the company's business.

The company's liquidator is:

          Harry Thompson
          Harbour House
          P.O. Box 4428, Road Town, Tortola
          British Virgin Islands


LUFT 476: Creditors' Proofs of Debt Due March 26
------------------------------------------------
The creditors of Luft 476 Limited are required to file their
proofs of debt by March 26, 2014, to be included in the company's
dividend distribution.

The company commenced liquidation proceedings on Feb. 7, 2014.

The company's liquidator is:

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


MIZU RYU: Commences Liquidation Proceedings
-------------------------------------------
On Feb. 10, 2014, the shareholder of Mizu Ryu Investment, 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:

          Stanley Emmett Thomas III
          2710 The Centre
          99 Queen's Road Central
          Hong Kong


QCON CAYMAN: Creditors' Proofs of Debt Due March 16
---------------------------------------------------
The creditors of QCON Cayman Ltd. are required to file their
proofs of debt by March 16, 2014, to be included in the company's
dividend distribution.

The company commenced wind-up proceedings on Jan. 7, 2014.

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


SCM PRIVATE: Commences Liquidation Proceedings
----------------------------------------------
On Feb. 10, 2014, the shareholders of SCM Private Equity Company
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:

          Delta FS Limited
          c/o Janeen Aljadir
          Telephone: +1 (345) 743 6626
          P.O. Box 11820 Grand Cayman
          Cayman Islands



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C H I L E
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SMU S.A. Y SUBSIDIARIAS: S&P Affirms 'CCC+' Corp. Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC+' corporate
credit and issue-level ratings on SMU S.A. y Subsidiarias (SMU).
The outlook on the corporate credit rating is negative.

"The ratings on SMU reflect its deteriorated profitability with
low EBITDA margins compared to peers', limited geographic and
format diversification, high leverage levels that are reflected in
a negative capital structure, 'weak' liquidity and our
expectations for negative free operating cash flow in the next
three years," said Standard & Poor's credit analyst Sandra Tinoco.
Somewhat mitigating these factors are the company's still
favorable market position in the supermarket industry in Chile,
and that the company will meet its debt maturities in 2014 and
2015 from the ongoing support from its shareholders through
capital injections and the sale of non-core assets.

In December 2013, SMU injected the remaining $187 million (Chilean
peso [CLP] 100 billion) from a total commitment of $300 million
(CLP164 billion) as per an agreement with its local bondholders,
which SMU's lenders required to maintain the company's waivers
until the release of its financial statements from Dec. 31, 2016.
The company paid down more bank debt with these funds and, a month
later, reached a final agreement with its banks.



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D O M I N I C A N   R E P U B L I C
===================================


DOMINICAN REPUBLIC: To Grow 4.5% in 2014, Central Banker Says
-------------------------------------------------------------
Dominican Today reports that the International Monetary Fund (IMF)
mission met with Central banker Hector Valdez Albizu to analyze
the performance of Dominican Republic's economy and evaluate the
post-monitoring program (PPM) approved by its Executive Board.

During the meeting Mr. Valdez said the economic behavior in 2013
highlighted a 4.1% above-estimate growth of GDP and inflation of
3.9%, "below the target set in the monetary program," according to
Dominican Today.

IMF Mission leader Przemek Gajdeczka said the visit's main
objective is to develop key economic sectors, budget execution and
the energy sector's performance, the report notes.

In a statement, the report relates that Mr. Valdez explained other
aspects such as decrease in the current account deficit from 6.7%
to 4.2%, and the significant increase in international reserves.
"The growth outlook for this year 2014 is around 4.5%," the report
quoted Mr. Valdez as saying.


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M E X I C O
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CREDITO REAL: S&P Affirms 'BB' ICR & Rates $300MM Sr. Notes 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' global scale
issuer credit and issue-level ratings, on Credito Real, S.A.B. de
C.V., SOFOM, E.N.R. (Credito Real).  S&P also affirmed its
'mxA/mxA-2' Mexican national scale counterparty credit and debt
ratings on the company.  The outlook is stable.  At the same time,
S&P assigned its 'BB' debt rating to Credito Real's proposed five-
year senior unsecured notes for up to $300 million.  S&P also
withdrew the 'mxA' rating it assigned to the company's medium-term
notes, CREAL 14, because the company did not proceed with the
issuance.



                            ***********


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, and Peter A.
Chapman, Editors.

Copyright 2014.  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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