TCRLA_Public/140901.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

            Monday, September 1, 2014, Vol. 15, No. 172


                            Headlines



B R A Z I L

OI SA: Taps Banco BTG to Review Alternatives to Buying TIM Shares
OI SA: Moody's Assigns Ba1/ Aa2.br Corporate Family Rating
VIRGOLINO DE OLIVEIRA: S&P Affirms 'B' CCR; Outlook Negative


C A Y M A N  I S L A N D S

APACHE GP II: Creditors' Proofs of Debt Due Sept. 25
BLUE SEA: Creditors' Proofs of Debt Due Sept. 24
CHATAIGNE LIMITED: Creditors' Proofs of Debt Due Sept. 15
CHINA ORIENWISE: Placed Under Voluntary Wind-Up
CONOCOPHILLIPS INDONESIA: Placed Under Voluntary Wind-Up

HBK CORPORATE: Commences Liquidation Proceedings
KEEPER RESOURCES: Commences Liquidation Proceedings
KEEPER RESOURCES INTL: Creditors' Proofs of Debt Due Sept. 15
LANX OFFSHORE: Creditors' Proofs of Debt Due Sept. 15
WHITING HOLDINGS: Placed Under Voluntary Wind-Up


C O L O M B I A

EMPRESA DE ENERGIA: S&P Ups Sr. Unsec. Debt Rating From 'BB+'


E C U A D O R

* ECUADOR: Seeks to Renew US$1.5 Billion China Credit Line


J A M A I C A

UC RUSAL: Returns to Profit, Sees Bullish Outlook for Alum. Prices


M E X I C O

GRUPO PAPELERO: Moody's Says Buyout Deal No Impact on B1 CFR
GRUPO PAPELERO: S&P Puts 'B+' CCR on CreditWatch Developing
OFFICE DEPOT DE MEXICO: Fitch Affirms 'BB+' Long-Term IDR


T R I N I D A D  &  T O B A G O

CARIBBEAN AIR: Taps George Reeleder as VP of Commercial Operations


X X X X X X X X X

* BOND PRICING: For the Week From August 25 to August 29, 2014


                            - - - - -


===========
B R A Z I L
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OI SA: Taps Banco BTG to Review Alternatives to Buying TIM Shares
-----------------------------------------------------------------
Oi S.A. disclosed to its shareholders and the market that on
Aug. 26, it engaged Banco BTG Pactual S.A. to act as agent to
review alternatives with the purpose of enabling a viable proposal
for the acquisition of the shares of TIM Participacoes S.A.
indirectly held by Telecom Italia SpA.

This is in compliance with the rules and restrictions provided in
law and regulations and decisions issued by the Brazilian National
Telecommunications Agency and the Brazilian Administrative Council
for Economic Defense, in addition to other applicable regulations.

                         About Oi S.A.

Oi S.A., through its subsidiaries, provides integrated
telecommunication services for residential customers, companies,
and governmental agencies in Brazil.  The company was formerly
known as Brasil Telecom S.A. and changed its name to Oi S.A. in
February 2012. Oi S.A. was founded in 1963 and is headquartered in
Rio de Janeiro, Brazil.

                         *     *     *

As reported in the Troubled Company Reporter-Latin America on
July 22, 2014, Standard & Poor's Ratings Services lowered its
corporate credit and debt ratings on Oi S.A. to 'BB+' from 'BBB-'
on global scale and to 'brAA+' from 'brAAA' on national scale, and
removed them from CreditWatch with negative implications, where
they were placed on July 4, 2014.  The outlook on the corporate
credit ratings is stable.

The downgrade reflects the somewhat weaker credit metrics than S&P
previously expected in its base-case scenario, following the
nonpayment of the EUR897 million commercial paper from Rio Forte
Investments S.A. (Rio Forte) held by Portugal Telecom (PT), Oi's
subsidiary.  S&P incorporated this amount in its previous forecast
as part of PT's cash position that would be used to prepay debt on
the merger between Oi and PT.  As a result, S&P now expects a
lower debt reduction at Oi, pressuring its credit metrics, which
were already tight for the 'BBB-' ratings.


OI SA: Moody's Assigns Ba1/ Aa2.br Corporate Family Rating
----------------------------------------------------------
Moody's America Latina has assigned a Ba1/Aa2.br corporate family
rating to Oi SA based on the company's reduced financial
flexibility and weak credit metrics, which Moody's believes will
result in a weakening of Oi's competitive position. Oi has
articulated plans to reduce capital spending and may not fully
participate in the upcoming 4G spectrum auction in Brazil. In
addition, Oi could face operational, competitive or financial
challenges related to the quickly evolving competitive
environment, which includes an opportunity for consolidation
through M&A. Moody's believes that Oi's base business in Brazil
faces margin pressure from an unfavorable product mix shift to pay
TV and broadband and the price pressure inherent in its value
segment target market. In Portugal, Moody's expects continued
revenue weakness and margin pressure due to competition and the
same unfavorable product mix shift. Oi has detailed operational
plans to offset this margin pressure through expense savings
initiatives, which Moody's estimates will result in a modest
improvement in credit metrics. However, Moody's estimates that
leverage will remain above 4.5x (Moody's adjusted) and the company
will continue to consume cash until at least 2016.

As part of this rating action, Moody's has also downgraded the
ratings on unsecured debt at Oi SA to Ba2/Aa3.br, one notch below
the corporate family rating due to their junior position in the
capital structure. The company has significant indebtedness at
subsidiary holding companies which have a priority claim on the
majority of operating cash flows.

Moody's has also downgraded unsecured debt at Portugal Telecom
International Finance, BV to Ba2, also one notch below the CFR.
Moody's believes that these notes are junior to other debt at PT
Portugal SGPS SA and are pari passu to unsecured debt at to the
parent and guarantor, Oi SA.

Moody's has downgraded three specific note issuances at Oi SA
which benefit from a subsidiary guarantee from Telemar Norte Leste
SA (Telemar) to Ba1. These three issuances, the 5.5% US$ notes due
2020, the 9.5% US$ notes due 2019 and the 5.125% EUR notes due
2017 were originally issued by Telemar but transferred to Oi SA.
Moody's believes that the Telemar guarantee is sufficient to
differentiate the creditworthiness of these issuances versus other
unsecured obligations of Oi SA.

Lastly, Moody's has withdrawn all ratings for Telemar
Participacoes S.A. upon repayment of all debt following the recent
recapitalization transaction. These actions conclude the review
for downgrade initiated on July 18, 2014.

Oi's negative outlook reflects its ongoing operational and
strategic challenges and the uncertainty and distractions related
to its recent investment loss at the Portugal Telecom subsidiary.

Ratings Rationale

Ratings withdrawn:

Issuer: Telemar Participacoes S.A.

- Senior unsecured

- USD 219 mln BRAZILIAN BOND due 2018

- USD 219 mln BRAZILIAN BOND due 2019

Issuer: Oi S.A.

- Issuer rating

- Senior unsecured

Ratings assigned:

Issuer: Oi S.A.

- Corporate Family Rating: Ba1/Aa2.br

Ratings downgraded:

Issuer: Oi S.A.

- USD 771 mln BRAZILIAN BOND due 2014: to Ba2/Aa3.br from
Baa3/Aa1.br

- USD 175 mln BRAZILIAN DEBENTURES due 2017: to Ba2/Aa3.br from
Baa3/Aa1.br

- USD 1,033 mln BRAZILIAN DEBENTURES due 2018: to Ba2/Aa3.br from
Baa3/Aa1.br

- USD 108 mln BRAZILIAN BOND due 2020: to Ba2/Aa3.br from
Baa3/Aa1.br

- USD 703 mln BRAZILIAN DEBENTURES due 2020: to Ba2/Aa3.br from
Baa3/Aa1.br

The outlook for all ratings is negative

Oi's Ba1 corporate family rating reflects its scale, geographic
diversity, broad asset base and network coverage and strong
margins. These strengths are offset by the company's challenges to
upgrade its network in Brazil to meet shifting consumer demand,
the highly competitive markets in both Brazil and Portugal, the
margin pressure it faces from an unfavorable product mix shift and
the company's limited financial flexibility. Moody's forecasts
Oi's leverage will approach 5x (Moody's adjusted) at year-end 2014
and fall towards 4.5x (Moody's adjusted) at year end 2016. Moody's
expects Oi to continue to consume cash through 2016.

Oi's recent merger with Portugal Telecom succeeded in simplifying
its equity ownership, dramatically reduced its dividend commitment
and raised a large amount of equity capital to reduce debt.
However, the unexpected commercial paper investment lost by PT has
resulted in higher consolidated leverage for Oi. The R$3 billion
loss has also impacted Oi's ability to raise capital which may
force the company to cut capital investment further and Moody's
believes it may influence Oi's decision on whether to participate
in the upcoming 4G spectrum auction. These actions to reduce
network investment would negatively impact Oi's competitive
position and would occur at exactly the wrong time for the
company. Oi's main competitors, Telefonica Brazil and America
Movil remain well capitalized and are investing heavily in Brazil
for growth, both organically with capex and on spectrum and
through M&A.

Moody's believes that Oi has adequate liquidity to meet its
obligations over the next 12 to 18 months. Moody's forecasts that
Oi will continue to consume cash through 2016, excluding any
potential spectrum purchases. Oi had approximately RUSD6 billion
in cash at June 30 and access to approximately R$7.5 billion in
comlnitted credit facilities. The company has upcoming maturities
of R$5.5b in 2014 and R$3.4 billion in 2015. Oi's debt covenants
include a 4x leverage maintenance test. The company expects to
maintain cushion under this covenant as it measures EBITDA
including the gains from asset disposals. Moody's views this as a
material weakness over the longer term as it could motivate
management to sell assets to avoid a covenant breach. However, the
company's planned tower sale which will close in 4Q'14 will
provide near term covenant cushion for the twelve month
measurement period starting in 4Q.

Moody's rates unsecured debt at Oi S.A. Ba2, one notch below the
corporate family rating due to its junior position in the capital
structure. Certain note issuances at Oi (the 5.5% US$ notes due
2020, the 9.5% US$ notes due 2019 and the 5.125% EUR notes due
2017) which benefit from an upstream guarantee from its main
Brazilian subsidiary Telemar Norte Leste S.A. (Telemar) are rated
Ba1 reflecting their priority claim on approximately two thirds of
Oi's Brazilian operating cash flows and assets. Moody's rates the
unsecured debt at Portugal Telecom International Finance B.V.
(PTIF) Ba2, also one notch below the CFR due to their junior claim
on the cash flows of the Portugal subsidiary and the significant
indebtedness at PT Portugal SGPS SA which is senior to PTIF. The
notes at PTIF do benefit from a guarantee from Oi SA.

Moody's could lower Oi's ratings further if leverage remains above
4.5x (Moody's adjusted) for an extended period or if the company
is not on a trajectory to produce sustainable positive free cash
flow. Oi's ratings could be upgraded if leverage can be sustained
comfortably below 4x (Moody's adjusted) and the company produces
sustained positive free cash flow. In addition, an upgrade would
be predicated upon the company's willingness and ability to
continue investing (both network capex and spectrum acquisition)
at a level which will improve its competitive position.
Alternatively, Moody's could consider an upgrade if the company's
asset-light strategy is successful in retaining market share and
result in EBITDA growth such that it meets the financial metrics
above.

The principal methodology used in this rating was Global
Telecommunications Industry published in December 2010.

Moody's National Scale Credit Ratings (NSRs) are intended as
relative measures of creditworthiness among debt issues and
issuers within a country, enabling market participants to better
differentiate relative risks. NSRs differ from Moody's global
scale credit ratings in that they are not globally comparable with
the full universe of Moody's rated entities, but only with NSRs
for other rated debt issues and issuers within the same country.
NSRs are designated by a ".nn" country modifier signifying the
relevant country, as in ".mx" for Mexico. For further information
on Moody's approach to national scale credit ratings, please refer
to Moody's Credit rating Methodology published in June 2014
entitled "Mapping Moody's National Scale Ratings to Global Scale
Ratings".


VIRGOLINO DE OLIVEIRA: S&P Affirms 'B' CCR; Outlook Negative
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' global scale
corporate credit and issue-level ratings and its 'brBB+' Brazilian
national scale corporate credit ratings on Virgolino de Oliveira
S.A.-Acucar e Alcool (GVO).  The outlook remains negative.  The
company has $735 million of rated bonds outstanding.

The negative outlook still reflects GVO's sizable debt and
difficulty to reduce debt amid uncertain crushing volumes and
sugar and ethanol prices, hampering its ability to generate
consistent FOCF.

Unlike S&P's previous expectation, the company generated sound
positive FOCF in fiscal 2014 ended April 30, 2014, of R$272
million.  GVO used it, along with debt refinancing and the
issuance of a $135 million secured bond to cover short-term debt
maturities and interest payments.  The company started to crush
cane in early March and benefited from somewhat better ethanol
profitability, and has implemented cost-cutting initiatives and a
more efficient working capital management.  However, the
challenges to generate consistent stronger FOCF in fiscal 2015 --
amid still pressured sugar prices and limited upside in crushing
volumes-and high annual interest payments and maintenance capital
expenditure can result in higher refinancing needs, which could
lead to a downgrade.


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


APACHE GP II: Creditors' Proofs of Debt Due Sept. 25
----------------------------------------------------
The creditors of Apache GP II Limited are required to file their
proofs of debt by Sept. 25, 2014, to be included in the company's
dividend distribution.

The company commenced liquidation proceedings on July 31, 2014.

The company's liquidator is:

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


BLUE SEA: Creditors' Proofs of Debt Due Sept. 24
------------------------------------------------
The creditors of Blue Sea Holdings Limited are required to file
their proofs of debt by Sept. 24, 2014, to be included in the
company's dividend distribution.

The company commenced wind-up proceedings on Aug. 8, 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
          Cayman Islands KY1-1102


CHATAIGNE LIMITED: Creditors' Proofs of Debt Due Sept. 15
---------------------------------------------------------
The creditors of Chataigne Limited are required to file their
proofs of debt by Sept. 15, 2014, to be included in the company's
dividend distribution.

The company commenced wind-up proceedings on Aug. 12, 2014.

The company's liquidator is:

          Eagle Holdings Ltd.
          c/o Barclays Private Bank & Trust (Cayman) Limited
          FirstCaribbean House, 4th Floor
          P.O. Box 487 Grand Cayman KY1-1106
          Cayman Islands
          Telephone: (345) 949-7128


CHINA ORIENWISE: Placed Under Voluntary Wind-Up
-----------------------------------------------
On Aug. 6, 2014, the Grand Court of the Cayman Islands entered an
order to voluntarily wind up the operations of China Orienwise
Financial Holding Limited.

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

The company's liquidator is:

          Hugh Dickson
          c/o Peter Bigwood
          Telephone: +1 (345) 769 7210
          Facsimile: +1 (345) 949 7120
          10 Market Street
          P.O. Box #765 Camana Bay
          Grand Cayman KY1- 9006
          Cayman Islands


CONOCOPHILLIPS INDONESIA: Placed Under Voluntary Wind-Up
--------------------------------------------------------
On Aug. 25, 2014, the shareholders of Conocophillips Indonesia SE
Barakan Ltd.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:

          Trident Liquidators (Cayman) Ltd
          c/o Eva Moore
          Telephone: (345) 949 0880
          Facsimile: (345) 949 0881
          One Capital Place, 4th Floor
          P.O. Box 847, George Town
          Grand Cayman KY1-1103
          Cayman Islands


HBK CORPORATE: Commences Liquidation Proceedings
------------------------------------------------
On Aug. 11, 2014, the shareholders of HBK Corporate Feeder 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:

          HBK Capital Ltd.
          c/o Carey Olsen
          P.O. Box 10008, Willow House, Cricket Sq.
          Grand Cayman KY1-1001
          Cayman Islands


KEEPER RESOURCES: Commences Liquidation Proceedings
---------------------------------------------------
On Aug. 9, 2014, the sole shareholder of Keeper Resources Inc.
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:

          Beat Schurch
          c/o Maples and Calder, Attorneys-at-law
          The Center, 53rd Floor
          99 Queen's Road Central
          Hong Kong


KEEPER RESOURCES INTL: Creditors' Proofs of Debt Due Sept. 15
-------------------------------------------------------------
The creditors of Keeper Resources International Inc. are required
to file their proofs of debt by Sept. 15, 2014, to be included in
the company's dividend distribution.

The company commenced liquidation proceedings on Aug. 12, 2014.

The company's liquidator is:

          Beat Schurch
          c/o Maples and Calder, Attorneys-at-law
          53rd Floor, The Center
          99 Queen's Road Central
          Hong Kong


LANX OFFSHORE: Creditors' Proofs of Debt Due Sept. 15
-----------------------------------------------------
The creditors of Lanx Offshore Partners (QP), Ltd are required to
file their proofs of debt by Sept. 15, 2014, to be included in the
company's dividend distribution.

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

The company's liquidator is:

          Ogier
          c/o Jody Powery-Gilbert
          Telephone: (345) 815-1763
          Facsimile: (345) 949-9877
          89 Nexus Way, Camana Bay
          Grand Cayman KY1-9007
          Cayman Islands


WHITING HOLDINGS: Placed Under Voluntary Wind-Up
------------------------------------------------
On Aug. 13, 2014, the shareholders of Whiting Holdings Ltd.
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:

          Trident Liquidators (Cayman) Ltd
          c/o Eva Moore
          Telephone: (345) 949 0880
          Facsimile: (345) 949 0881
          One Capital Place, 4th Floor
          P.O. Box 847, George Town
          Grand Cayman KY1-1103
          Cayman Islands


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


EMPRESA DE ENERGIA: S&P Ups Sr. Unsec. Debt Rating From 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BBB-'corporate
credit rating on Empresa de Energia de Bogota S.A. E.S.P. (EEB).
S&P also raised its ratings on EEB's senior unsecured debt to
'BBB-' from 'BB+'.  The outlook on the corporate credit rating is
stable.  The rating on EEB reflects its 'bbb-' stand-alone credit
profile (SACP) which stems from S&P's view of its "satisfactory"
business risk profile.  Its financial risk profile remains
"intermediate" and its liquidity is "adequate".

The rating also reflects S&P's opinion that there is a high
likelihood that the city of Bogota, (Bogota Distrito Capital; BBB-
/Stable/--), would provide timely and sufficient extraordinary
support to EEB in the event of financial distress given the link
between the two entities.  In accordance with S&P's criteria for
government-related entities (GREs), the government's support is
based on S&P's assessment of EEB's important role as Bogota's
integrated energy provider, its very strong link with the
government due to its majority shareholder position (76.3%), and
the city's influence on the company's strategic and business
plans.

"The rating on EEB's senior unsecured debt reflects the diversity
of EEB's assets both geographically and in the industries in which
its subsidiaries participate.  S&P believes this provides EEB with
greater opportunities for asset dispositions, transfers, or
recapitalization of subsidiaries in case of financial distress,"
said Standard & Poor's credit analyst Maria del Sol Gonzalez.  EEB
also has operating assets at the holding company and its debt is
fairly concentrated at its subsidiary Transportadora de Gas
Internacional S.A. E.S.P. (TGI; BBB-/Stable/--), which are
mitigants of its structural subordination.


=============
E C U A D O R
=============


* ECUADOR: Seeks to Renew US$1.5 Billion China Credit Line
----------------------------------------------------------
Nathan Gill at Bloomberg News reports that Ecuador, the OPEC
nation that uses most of its oil output to pay off loans from
China, is seeking to renew a US$1.5 billion credit line with the
Asian country to help finance next year's budget.

Finance Minister Fausto Herrera met with officials from China
Development Bank Corp. on Aug. 22 in Quito to review investment
projects financed by the bank and discuss the renewal of the
credit line, the South American nation's Finance Ministry said in
an e-mailed statement obtained by Bloomberg News.  The funds would
be used to help pay for budgeted public works projects in 2015,
according to the statement.  The ministry didn't provide more
details about the credit line.

Bloomberg News relates that Ecuador, faced with the highest
borrowing costs in South America after Venezuela and Argentina,
has relied on Chinese lending to help cover swelling budget
deficits since defaulting on US$3.2 billion of its foreign debt
almost six years ago.  The loans from China have helped Ecuador
boost spending on infrastructure projects, including a series of
hydroelectric dams that will help the nation reduce subsidies on
imported fuel used to generate electricity, according to the
statement, Bloomberg News reports.

"We are continuing to work to broaden our financial relationship,"
Mr. Herrera said, according to the statement, notes Bloomberg
News.  "With the help of China, Ecuador has been able to push
forward with necessary projects in strategic sectors that have
been delayed for decades."

Bloomberg News says that the credit line would be on top of a $2
billion loan signed in May with Unipec Asia Co., a unit of China
Petroleum and Chemical Corp., known as Sinopec.  That deal was
guaranteed by oil from state-run PetroEcuador over an unspecified
timeframe, Bloomberg News notes.

                       International Bonds

In June, the government sold international bonds for the first
time since the default, tapping investors for US$2 billion or
almost triple the amount originally planned, according to Finance
Ministry data, Bloomberg News discloses.

Ecuador produced an average 555,300 barrels of crude per day in
June, according to the most recent data from the country's central
bank.  About 70 percent of that goes to pay off loans from China,
Ramiro Aguilar, a legislator and member of the congressional
economic commission, said in a July interview with Bloomberg News.


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


UC RUSAL: Returns to Profit, Sees Bullish Outlook for Alum. Prices
------------------------------------------------------------------
RJR News reports that UC Rusal said it returned to profit for the
first time in five quarters.  It also gave a bullish outlook for
aluminum prices, driven by growing demand from carmakers and
supply cuts outside China, according to RJR News.

The report notes that the aluminum giant emerged from the red
thanks to higher aluminum prices, cost cuts, smelter closures and
forecast further gains, as it sees a global supply deficit more
than doubling in the second half of the year to 1.5 million tons.

UC Rusal completed a crucial restructuring of US$5.1 billion in
debt and has no payments due until January 2016, the report notes.
The deal gives it flexibility to pre-pay debt when cash flows are
strong and pay less when London Metal Exchange prices fall, the
report relates.

UC Rusal controls 65 per cent of Jamaica's alumina production
capacity and operates three of the island's four alumina
refineries.  UC Rusal owns three alumina plants in Jamaica -- the
Windalco mines at Ewarton in St. Catherine and Kirkvine in
Manchester, and Alpart at Nain in St. Elizabeth.

Kirkvine and Alpart were closed at the height of the world
economic crisis several years ago, however, and despite several
projected re-openings, they remain closed, with no firm date set
for their reopening.

                             *     *     *

As reported in the Troubled Company Reporter-Latin America on
March 31, 2014, RJR News said that UC Rusal reported a massive
increase in net losses in the year to December 31.  This was due
mainly to a large impairment cost and one-off restructuring
charges combined with lower production and a fall in aluminum
prices, according to RJR News.

The report said the company reported a net loss of US$3.2
billion.  It suffered a US$528 million loss in 2012.


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


GRUPO PAPELERO: Moody's Says Buyout Deal No Impact on B1 CFR
------------------------------------------------------------
Moody's said that it does not expect at this time any change in
Grupo Papelero Scribe, S.A. de C.V. (Scribe)'s B1 corporate family
rating and senior unsecured rating on its rated global notes or
stable outlook from the announcement made by Bio Pappel, S.A.B. de
C.V. (Pappel - unrated), that Grupo Bio Pappel (GBP - unrated),
its main shareholder, reached an agreement to acquire 100% of
Corporacion Scribe's shares. The transaction is contingent on the
approval of the Anti-Trust Commission and Scribe's bondholders and
Moody's expect it to close by mid 2015.

Grupo Papelero Scribe, S.A. de C.V. (Scribe) is Mexico's largest
producer of printing and writing paper and notebooks based on
sales volume, with MXN 6.0 billion of revenues in the last twelve
months ended in June 30, 2014 (LTM). Grupo Bio Pappel, S.A. de
C.V. (GBP) is a private company having a controlling interest in
Bio Pappel, S.A.B. de C.V. (Pappel) the largest paper manufacturer
in Mexico.


GRUPO PAPELERO: S&P Puts 'B+' CCR on CreditWatch Developing
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' long-term
corporate credit and issue-level ratings on Mexico-based paper
products manufacturer, Grupo Papelero Scribe (Scribe), on
CreditWatch with developing implications.

The CreditWatch listing follows the announcement that Grupo Bio
Pappel S.A. de C.V. (not rated) reached an agreement to acquire
100% of Corporacion Scribe S.A.P.I. de C.V., parent company of
Scribe.  Terms of the transaction were not disclosed, and the deal
is still subject to regulatory approvals.

The CreditWatch listing reflects currently limited information
regarding the details of the transaction.  Therefore, S&P's
uncertain about the transaction's effect on Scribe's cash flow and
credit protection measures.  The CreditWatch also reflects the
limited visibility that S&P has on the credit profile of Grupo Bio
Pappel, as Scribe's new parent company.

S&P considers that Scribe's integration into Grupo Bio Pappel
could result in greater scale, diversification, and potential
synergies for the combined entity.  However, S&P do not expect a
significant short-term improvement in Scribe's business risk
profile because the paper products market in Mexico remains soft
in light of sluggish consumption trends and slow government
spending, particularly in the notebooks and printing and writing
paper segment where Scribe operates.


OFFICE DEPOT DE MEXICO: Fitch Affirms 'BB+' Long-Term IDR
---------------------------------------------------------
Fitch Ratings has affirmed the following ratings of Office Depot
de Mexico S.A. de C.V. (ODM):

-- Foreign currency long-term Issuer Default Rating (IDR) at
'BB+';
-- Local currency long-term IDR at 'BB+';
-- USD350 million senior notes due 2020 at 'BB+'.

The Rating Outlook is Stable.

The ratings reflect ODM's leadership position in the office
products super-store segment, diversified geographical footprint
and consistent cash flow generation. The rating also incorporates
an expectation of leverage levels of around 2.5x debt-to-EBITDA
and adjusted debt-to-EBITDAR of 3.5x in the medium term.

Key Rating Drivers

ODM's operating profile is supported by its national retail
presence in Mexico, as well as its operations in Central America
and Colombia, its mix of large corporate customers, small
businesses and consumers. It has a leading position among Mexican
office supply super stores, while non-Mexican sales represent
about 15% of total revenue. In addition, its wide distribution
network, preponderance of cash sales and mostly local sourcing of
inventory, further supports ODM's business profile.

Stable Cash Flow Generation

The company has shown consistent growth over the past 12 years,
with solid EBITDA generation even during economic downturns. Same
store sales (SSS) fell -3.6% in 2013, in part due to week GDP
growth, while EBITDA margins improved by 53 basis points (bps)
compared to full year 2012. SSS declines seem to be moderating,
for the first six months of 2014, SSS declined -2.3%. EBITDA
margin has dipped to 10.4% for second quarter of 2014 (2Q'14) on a
last 12 months (LTM) basis, but EBITDA generation is expected to
be about MXN1.6 billion pesos for full year 2014, basically
unchanged from full year 2013. Going forward, Fitch expects EBITDA
margin to be around 10%.

Potential For Industry Consolidation

Fitch believes there are growth opportunities for penetration in
smaller cities, as well as some gains achievable in taking away
market share from mom & pops and wholesalers. The Mexican office
supply industry is very fragmented, with the potential for
consolidation by big players such as ODM. Going forward, ODM will
pursue a robust growth strategy, with an estimated 30 store
openings per year on average, most of them within Mexico. Fitch
expects these openings to be funded with internally generated cash
flow, as the company has done in the past.

Leverage Temporarily Above Expectations

The ratings include expectations that ODM's debt to EBITDA
leverage should be around 2.5x (adjusted debt-to-EBITDAR: 3.5x) in
the medium term. For June 30, 2014 LTM, debt to EBITDA was 2.9x,
(adjusted debt to EBITDAR: 3.7x). Leverage is expected to improve
as SSS stabilize, and EBITDA generation from the recent Marchand
acquisition in April 2014 is taken into account. While Fitch
envisions short-term deviations from its expected leverage levels
due to strategic initiatives, sustained leverage levels above
expectations will add pressure to the ratings.

Adequate Liquidity

With cash and cash equivalents of approximately MXN709 million as
of 2Q'14 and no material debt maturities until 2020, ODM's
liquidity position is manageable. Free cash flow (FCF) before
dividends has been mostly positive over the past five years, and
Fitch expects modest pre-dividend FCF generation going forward,
with Capex around MXN600 million per year in the medium term.
Aside from the shareholder loan to Grupo Gigante and its related
non-cash shareholder dividends, ODM is able to pay cash dividends
in an amount of up to 50% of net income according to covenants.
Given this, Fitch would expect for cash to accumulate and to
possibly be used for gross debt reduction.

Rating Sensitivities

Factors that could be detrimental to credit quality include
weaker-than-expected SSS, lower EBITDA margin, debt-financed
acquisitions or other factors that could lead to sustained
leverage levels above 3.5x adjusted debt to EBITDAR and 2.5x debt
to EBITDA in the medium term.

Factors that could improve creditworthiness include stronger-than-
expected operating results or lower debt levels that lead to
adjusted debt-to-EBITDAR ratios below 2.5x, as well a commitment
from a financial policy standpoint to permanently maintain
leverage at this lower level.


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


CARIBBEAN AIR: Taps George Reeleder as VP of Commercial Operations
------------------------------------------------------------------
Vernon Khelawan at Trinidad and Tobago Newsday reports that
another Canadian national has been added to the executive team at
State owned Caribbean Airlines Limited.  New Chief Executive
Officer Michael Di Lollo, also a Canadian citizen, took up office
last May.

George Reeleder took up the position of Vice President, Commercial
Operations.  Unofficial sources told Trinidad and Tobago Newsday
that Mr. Reeleder has a solid aviation background, but as of last
night Caribbean Airlines has remained silent on the appointment.

The position of Vice-President, Commercial has been vacant since
former holder Robert Corbie was made acting Chief Executive
Officer in November 2011, the report notes.  Mr. Corbie resigned
suddenly last October.

Over the past two weeks, CAL has published advertisements seeking
persons to fill the positions of Vice President Strategic
Management and Manager, Corporate Communications, Trinidad and
Tobago Newsday discloses.

Clint Williams, who served as the airline's corporate
communications manager for the past two years left the company a
month ago, the report relays.

Meanwhile, the report says, the airline's board seems to be paying
greater attention to the operation of the domestic airbridge
service, the report notes.

Sources disclosed that for the second time in a few months board
members took time to surveying and monitoring the way passengers
were being handled at the check-in counters all the way to the
boarding activity, the report discloses.

The airbridge has come under much scrutiny recently, when Chief
Secretary of the Tobago House of Assembly (THA) Orville London
accused CAL of not treating with the airbridge operations as it
should and called for a separate airline to operate the domestic
services, the report adds.

Caribbean Airlines Limited -- http://www.caribbean-airlines.com/
-- provides passenger airline services in the Caribbean, South
America, and North America.  The company also offers freighter
services for perishables, fish and seafood, live animals, human
remains, and dangerous goods.  In addition, it operates a duty
free store in Trinidad.  Caribbean Airlines Limited was founded in
2006 and is based in Piarco, Trinidad and Tobago.

As reported in the Troubled Company Reporter-Latin America on
May 20, 2013, Caribbean360.com said Trinidad and Tobago Finance
Minister Larry Howai said Caribbean Airlines Limited recorded
losses estimated at US$70 million in 2012.  In 2011, CAL had
recorded losses of US43.7 million.


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


* BOND PRICING: For the Week From August 25 to August 29, 2014
--------------------------------------------------------------


Issuer                     Coupon   Maturity   Currency   Price
------                     ------   --------   --------   -----

BES Finance Ltd                 2.9              EUR     211913000
PDVSA                             6  11/15/2026  USD    4500000000
ESFG International Ltd          5.8              EUR      52950000
PDVSA                             6  5/16/2024   USD    5000000000
PDVSA                           5.4  4/12/2027   USD    3000000000
Mongolian Mining Corp           8.9  3/29/2017   USD     600000000
PDVSA                           5.5  4/12/2037   USD    1500000000
Hindili Industry                8.6  11/4/2015   USD     380000000
BES Finance Ltd                 4.5              EUR      95767000
Automotores Gildemeister SA     8.3  5/24/2021   USD     400000000
SMU SA                          7.8  2/8/2020    USD     300000000
NQ Mobile Inc                     4  10/15/2018  USD     172500000
Inversiones Alsacia SA            8  8/18/2018   USD     347300000
Venezuela Governement           7.7  4/21/2025   USD    1599817000
Glorious Property Holdings Ltd   13  3/4/2018    USD     400000000
Renhe Commercial                 13  3/10/2016   USD     600000000
Bank Austria                    1.9              EUR      97608000
China Precisoin                 7.3  2/4/2018    HKD    1028000000
BCP Finance Co                  2.4              EUR   99063406.25
Automotores Gildemeister SA     6.8  1/15/2023   USD     300000000
BA-CA Finance Cayman 2 Ltd        2              EUR      51481000
Argentina Bonar Bonds            26  9/10/2015   ARS    5424358000
Inversora de Electrica          6.5  9/26/2017   USD     130263886
BCP Finance Co                  4.2              EUR      72112000
Mongolian Mining Corp           8.9  3/29/2017   USD     600000000
Argentina Government            4.3  12/31/2033  JPY    5840497000
PDVSA                             6  5/16/2024   USD    5000000000
Argentina Boden Bonds             2  9/30/2014   ARS     930445250
PDVSA                             6  11/15/2026  USD    4500000000
Greenfields Petroleum Corp        9  5/31/2017   CAD      23750000
Hindili Industry                8.6  11/4/2015   USD     380000000
Argentina Government            4.3  12/31/2033  JPY    2553017000
Argentina Bocon                   2  1/3/2016    ARS    1608749924
Argentina Government            0.5  12/31/2038  JPY   21037843000
Automotores Gildemeister SA     8.3  5/24/2021   USD     400000000
Caixa Geral De Depositos Finance  1              EUR      44885000
SMU SA                          7.8              USD     300000000
Renhe Commercial                 13  3/10/2016   USD     600000000
Caixa Geral De Depositos Finance  2              EUR      65843000
Inversiones Alsacia SA            8  8/18/2018   USD     347300000
Automotores Gildemeister SA     6.8  1/15/2023   USD     300000000
BPI Capital Finance Ltd         2.9              EUR      15290000
Banif Finance Ltd               1.6              EUR      42234000
Banco BPI SA/Cayman Islands     4.2  11/14/2035  EUR      20000000
Empresas La Polar SA            3.8  10/10/2017  CLP       5000000
City of Buenos Aires Argentina    2  1/28/2020   USD     146771000
Aguas Andinas SA                4.2  12/1/2026   CLP    3289471.68
City of Buenos Aires Argentina    2  12/20/2019  USD     113229000
Venezuela Governement             7  3/31/2038   USD    1250003000
Empresa de Transporte           5.5  7/15/2027   CLP     3732799.8
Cia Cervecerias Unidas SA         4  12/1/2024   CLP       1050000
Almendral Telecomunicaciones SA 3.5  12/15/2014  CLP     644441.04
Cia Sud Americana de Vapores SA 6.4  10/1/2022   CLP     607142.76
Decimo Primer                   4.5  10/25/2041  USD      37800000
Provincia del Chaco               4  12/4/2026   USD   10111047.85
Ruta de Bosque                  6.3  3/15/2021   CLP    5062781.25
Talcan Chillan                  2.8  12/15/2019  CLP    2978764.16
EMP Ferrocarriles Estado        6.5  1/1/2026    CLP     788572.14


                            ***********


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.


                   * * * End of Transmission * * *