TCRLA_Public/140908.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 8, 2014, Vol. 15, No. 177


                            Headlines



B R A Z I L

BANCO BTG: Moody's Rates US$-Denom. Capital Securities 'Ba3(hyb)'
BANCO DO ESTADO: S&P Affirms 'BB/B' Rating; Outlook Stable
BANCO INDUSTRIAL: Fitch Affirms 'BB-' LT IDR; Outlook Stable
BANCO INDUSTRIAL: Fitch Affirms 'bb-' Viability Rating
COMPANHIA DE SANEAMENTO: Posts Second Quarter 2014 Results

GAFISA S.A.: Moody's Assigns Ba3 Rating on BRL70MM Secured Debt
GOL LINHAS: Fitch Rates Proposed Sr. Unsec Notes 'B-(exp)/RR4'


C A Y M A N  I S L A N D S

AGATE CAPITAL: Creditors' Proofs of Debt Due Sept. 15
AGATE GLOBAL: Creditors' Proofs of Debt Due Sept. 15
BRIGHTON CAYMAN: Shareholders' Final Meeting Set for Sept. 16
LONGVIEW FUND: Commences Liquidation Proceedings
PACIFIC INTERNATIONAL: Creditors' Proofs of Debt Due Sept. 25

REALLUSION (CAYMAN): Creditors' Proofs of Debt Due Sept. 16
RP MAC: Shareholders' Final Meeting Set for Sept. 16
UNIVERSA ASYMMETRY: Creditors' Proofs of Debt Due Sept. 15
UNIVERSA BLACK I: Creditors' Proofs of Debt Due Sept. 15
UNIVERSA BLACK V: Creditors' Proofs of Debt Due Sept. 15


C O L O M B I A

COLOMBIA TELECOMUNICACIONES: Fitch Affirms BB IDR; Outlook Stable
COLOMBIA: Fitch Says Move Toward Basel III Could Boost Capital


C H I L E

* CHILE: Manufacturing Falls More Than Forecast as Retail Slows


D O M I N I C A N   R E P U B L I C

XSTRATA PLC: Dominican Republic Leader's Veto Boosts Mine Plans


J A M A I C A

* JAMAICA: Oil Bill Falls 11% During First Five Months of 2014


M E X I C O

CEMEX S.A.B.: S&P Assigns 'B+' Rating on Proposed Dollar Bonds
CEMEX S.A.B: Fitch Rates Proposed USD and EUR Notes 'BB-/RR3(EXP)'
TLAQUEPAQUE, MEXICO: Moody's Affirms Ba2 Global Scale Rating


P E R U

BANCO DE CREDITO: Fitch Raises Rating on Jr. Sub. Debt to 'BB'


P U E R T O    R I C O

PUERTO RICO ELECTRIC: Taps AlixPartners to Supervise Restructuring


V E N E Z U E L A

CORPORACION ELECTRICA: Fitch Affirms 'B' Issuer Default Ratings


X X X X X X X X X

* BOND PRICING: For the Week From September 1 to September 5, 2014


                            - - - - -


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


BANCO BTG: Moody's Rates US$-Denom. Capital Securities 'Ba3(hyb)'
-----------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 (hyb) rating to the
proposed USD-denominated non-cumulative, non-convertible non-
viability perpetual capital securities to be issued by Banco BTG
Pactual S.A. through its Luxembourg branch (BTG Luxembourg). The
outlook on the rating is stable.

The capital securities are Basel III-compliant, and the terms and
conditions have been defined with the purpose of considering the
instrument as Additional Tier 1 capital.

The Ba3 (hyb) rating is subject to receipt of final documentation,
the terms and conditions of which are not expected to change in
any material way from the draft documents that Moody's has
reviewed.

The following rating was assigned to Banco BTG Pactual S.A.
Luxembourg Branch non-viability perpetual capital securities:

Preferred Non-cumulative foreign currency rating: Ba3 (hyb),
outlook stable

Ratings Rationale

The assigned Ba3 (hyb) rating is positioned three notches below
the baa3 adjusted baseline credit assessment (BCA) of Banco BTG
Pactual S.A. (BTG), in line with Moody's standard notching
guidance for non-cumulative preferred securities with a full or
partial principal write-down triggered at or close to the point of
non-viability. The three-notch difference from the adjusted BCA
captures the probability of impairment associated with non-
cumulative coupon suspension, which could happen before the bank
reaches the point of non-viability, as well as the probability of
a bank-wide failure.

Under the terms of the securities, the principal will be written
down (in full) in the event that BTG's common equity Tier 1
capital ratio falls below 5.125%; or if a decision is made to make
a public sector capital injection -- or equivalent support -- with
the purpose of maintaining the bank viable as a going concern; or
if the Central Bank makes a discretionary evaluation, determining
that a write-down is necessary to maintain the bank as a going
concern; or if the Central Bank declares the Intervention or the
establishment of Special Administration Regime.

The securities also include a mandatory coupon skip mechanism,
which is non-cumulative, if the bank does not have sufficient
distributable profits and accumulated profit reserves; or if the
bank is subject to Central Bank's restriction to pay dividends or
other similar payments relating to instruments treated as common
equity; or if coupon payment results in capital ratios falling
below regulatory requirements, including the accomplishment of
capital buffer thresholds, in accordance with domestic regulation.

The securities (i) will be subordinated in rights and claims to
BTG's senior liabilities, (ii) will rank pari passu with all other
parity liabilities and (iii) will be senior to Common Equity Tier
1 Capital.

The last rating action on Banco BTG Pactual S.A. occurred on 18
July 2014, when Moody's affirmed its standalone bank financial
strength rating (BFSR) of D+, which maps to Baa3 in the global
scale; the long-term global local and foreign currency deposit
ratings of Baa3, as well as the Aaa.br deposit rating in the
Brazilian national scale.

The principal methodology used in this rating was Global Banks
published in July 2014.

Banco BTG Pactual S.A. is headquartered in Sao Paulo, Brazil and
had total consolidated assets of BRL 129.8 billion (USD 58.9
billion) and equity of BRL 13.5 billion (USD 6.1 billion) as of 30
June 2014.


BANCO DO ESTADO: S&P Affirms 'BB/B' Rating; Outlook Stable
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB/B' global
scale and 'brAA-/brA-1' Brazilian national scale ratings on Banco
do Estado do Para S.A. (BanPara).  The bank's stand-alone credit
profile (SACP) is'bb'.  The outlook remains stable.

"The ratings on BanPara reflect its "weak" business position,
"adequate" capital and earnings, "moderate" risk position, "above
average" funding and "strong" liquidity.  Under our bank criteria,
we use our BICRA's economic and industry risk scores to determine
a bank's anchor, the starting point in assigning an issuer credit
rating.  Our anchor for a commercial bank operating only in Brazil
is 'bbb-', based on the banking sector's economic risk score of
'6' and industry risk score of '5'.  The economic risk reflects
Brazil's low GDP per capita levels and only modest growth
prospects that limit household credit capacity and the country's
ability to withstand economic downturns.  It also considers our
view that economic imbalances have increased as a result of rapid
credit expansion amid a slowly growing economy, which isn't likely
to pick up for the next two years, further increasing the
household debt burden.  In addition, we expect Brazil's external
vulnerability to rise somewhat over the next several years, which
also contributes to our "high risk" assessment for economic
imbalances.  However, the Brazilian corporate sector's moderate
leverage and the absence of high-risk loans somewhat mitigate the
higher risk factors in our economic risk assessment," S&P said.

S&P's industry risk score of '5' reflects its belief that the
industry risks in Brazil's banking sector continued to increase.
In S&P's view, there are growing market distortions due to an
increasing market share of loans from publicly owned banks during
the past two years and an increasing spread differential between
public and private banks, which have reduced the sector's
profitability.  Extensive coverage, effective supervision of the
financial system, and an adequate and stable deposit base support
our industry risk assessment.

S&P classifies BanPara as a government-related entity (GRE) with a
"moderate" likelihood of government support, given its "limited
importance" to the government and its "strong" link with
government.  "This assessment is based on the state government's
majority control and influence in the bank's strategy, but also on
the fact that the services it provides could eventually be
replaced by another entity," said Standard & Poor's credit analyst
Vitor Garcia.


BANCO INDUSTRIAL: Fitch Affirms 'BB-' LT IDR; Outlook Stable
------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Rating
(IDR) of Banco Industrial do Brasil S.A. (BIB) at 'BB-'.  The
Rating Outlook is Stable.

Key Rating Drivers

BIB's ratings reflect the bank's stable risk profile, adequate and
stable performance, good asset quality, liquidity and
capitalization.  This is supported by BIB's consistent focus on
small and medium-sized businesses, its risk culture and the
historically solid quality of its assets, as well as adequate
liquidity.  These factors are offset by the bank's small size, its
relatively modest profitability and the asset and liability
concentrations inherent to its business model.

Over the last several years, the bank's good asset quality has
been maintained, even taking into account the strong loan growth
of 81.5% from December 2009 to December 2012.  Leverage is still
low (equity to assets of 19.9% in June 2014) and compares
favorably with other wholesale-funded banks focused on the SME
market.  The stability of its non-performing loans (90 days past
due loans) of 1.0% in June 2014, 2.9% in 2013 and 0.8% in 2012)
reflects the result of its conservative appetite for credit risk.

The bank's profitability is lower than similar wholesale-funded
banks that focus on the SME market but shows some consistency and
has presented a consistently adequate return on average assets
(ROAA of 2.10% in 1H14, 1.45% in 2013 and 1.75% in 2012).  Results
have improved amidst a scenario of weak macroeconomic performance
as the bank has benefited from improvements in terms of funding
costs and a subdued competition in the SME segment as midsized
players and large private banks have reduced their appetite by
smaller SME clients and focused more on upper middle market and
low corporate names.  BIB has continued with its stringent credit
risk management and limited loan growth appetite.  Fitch expects
BIB's profitability to remain adequate, though slightly lower than
its local peers' average.

Over the last several years the bank has focused on the SME
segment after it sharply reduced its payroll deductible loan
business (roughly 17% of its loan portfolio).  The bank's
management has focused more on companies in the upper end of the
SME segment, and has looked for stronger collateral coverage to
reduce the intrinsic risk of the portfolio.  The banks has also
tried to mitigate the risk of a more challenging economic scenario
and the increase in market delinquency, even if this has resulted
in a higher asset concentration and higher exposure by the client.
In June 2014, only one loan exposure represented more than 6% of
the bank's Equity and only the 10 largest represented more than
46% of the bank's equity.

Though concentrated, BIB's funding base has been stable even
during more volatile periods.  The bank has diversified its
funding base as it has been able to access trade-finance lines
with multilateral agencies.  Since 2H'11, BIB also benefited from
the change in compulsory requirement rules for large banks and
expanded its local funding base, raising roughly BRL360 million in
interbank deposits and letras financeiras with longer terms and
lower costs, improving its funding profile despite the higher
concentration from the exposure to large banks.

The bank has maintained an adequate liquidity position, with
liquid assets comprising 28.0% of total assets in June 2014 (18.6%
in December 2013) and a fairly comfortable Fitch Core Capital
ratio 17.95% as of June 2014.

RATING SENSITIVITIES

A potential upgrade in BIB's IDRs would be contingent on a higher
diversification of its funding, product mix and an expansion of
its operations that could reduce concentration on both the asset
and liability side, resulting in a more robust profitability.
Should BIB be able to reduce the difference that separates the
bank from its peers in terms of performance and concentration
jointly with an enhancement of its overall franchise, its ratings
could be positively affected.  Ratings could be negative affected
by a deterioration in the bank's asset quality ratios, with a
subsequent decline in its performance (operational ROAA below
1.0%) and a reduction in the bank's capitalization position (Fitch
core capital ratio below 13.0%).

BIB's ratings were affirmed as follows:

   -- Foreign and Local Currency Long-Term IDRs at 'BB-'; Outlook
      Stable;
   -- Foreign and Local Currency Short-Term IDRs at 'B';
   -- Viability Rating at 'bb-' (bb minus);
   -- Long-Term National Rating at 'A(bra)'; Outlook Stable;
   -- Short-Term National at 'F1(bra)';
   -- Support Rating at '5';
   -- Support Rating Floor at 'NF'.


BANCO INDUSTRIAL: Fitch Affirms 'bb-' Viability Rating
------------------------------------------------------
Fitch Ratings has concluded its review of four small and medium-
sized Brazilian banks: Banco Industrial do Brasil S.A. (BIB),
Banco Indusval S.A. (BI&P), Banco Sofisa S.A. (Sofisa) and Banco
Triangulo S.A. (Tribanco).

The small and medium-sized Brazilian banks reviewed are
institutions with total assets that range from BRL1 billion to
BRL10 billion.  All of these banks have relevant concentration on
the liabilities side, which is compensated by adequate asset
liability management (ALM) practices, as they show sound gap
management and good liquidity.  These banks have different
characteristics:

   -- BIB and Sofisa have a long-term well-defined strategy with a
      focus on lending to small and medium-sized enterprises
      (SMEs).

   -- Tribanco has concentrated its strategic goals on leveraging
      the client relationship built under Martins Group's (a
      related company) client network.

   -- BI&P is implementing a turnaround in its strategies, aiming
      to revamp its profitability and strengthen its franchises
      after erratic performances over the last periods.

KEY RATING DRIVERS

BIB

BIB's ratings were affirmed.  The ratings reflect the bank's
stable risk profile, adequate and stable performance, good asset
quality, liquidity and capitalization.  This is supported by BIB's
consistent focus on small and medium-sized businesses, its risk
culture and the historically solid quality of its assets, as well
as adequate liquidity.  These factors are offset by the bank's
small size, its relatively modest profitability and the asset and
liability concentrations inherent to its business model.

BI&P

BI&P's long-term national rating was downgraded to 'BBB-(bra)'
from 'BBB(bra)'.  The downgrade reflects the fact that the new
business model developed since 2011, with the admission of new
shareholders, has not produced recurring and consistent results
yet, which negatively affected the bank's capitalization level.
Fitch Core Capital ratio (FCC), which was at comfortable 17.57% in
Dec. 2010, fell gradually, reaching 11.63% in June 2014, albeit
the BRL201 million capital increase in 2011.
Sofisa

Sofisa's ratings were affirmed.  The ratings reflect its
conservative approach, high capitalization and prudent liquidity,
besides the good quality of assets since 2013.  The ratings
reflect, however, also the fact that it is a niche bank with
typical concentrations, particularly in funding, and low operating
results since 2009.

Tribanco

Tribanco's ratings were affirmed.  The ratings reflect the
evaluation that the bank is a strategic part of Group Martins,
operating on an integrated basis with the main company of the
group, Martins Comercio e Servicos de Distribuicao S.A. (Martins;
long-term national rating 'A(bra)'/ Outlook Stable).  Such
evaluation factors in the strong operational integration and
synergies between these two entities.  The bank has contributed
with around 40%-45% of the group's results.  The ratings also
reflect its focus on the group's chain, increasing experience in
its operating segment and healthy financial standing, based on
good profitability, comfortable capitalization level and prudent
liquidity management, in addition to a stable funding base, with
adequate cost.

Rating Sensitivities

BIB

A potential upgrade in BIB's IDRs would be contingent on a higher
diversification of its funding, product mix and an expansion of
its operations that could reduce concentration on both the asset
and liability side, resulting in a more robust profitability.
Should BIB be able to reduce the difference that separates the
bank from its peers in terms of performance and concentration
jointly with an enhancement of its overall franchise, its ratings
could be positively affected.  Ratings could be negative affected
by a deterioration in the bank's asset quality ratios, with a
subsequent decline in its performance (operational ROAA below 1%)
and a reduction in the bank's capitalization position (FCC ratio
below 13%).

BI&P

The rating can be downgraded in case the FCC ratio declines to
less than 10% and the institution continues to report losses.  On
the other hand, the rating can be upgraded in case BI&P reports
more stable capitalization ratios stemming from the generation of
recurrent and sustainable operating results and asset quality
under control (credit indicators between D-H equal or below 5% of
the total portfolio).

Sofisa

The consistent improvement in performance (operating income /
average assets above 1.3%) and the profile of the funding with
reducing DPGEs, since the bank maintains the current indicators of
asset quality, capitalization and liquidity, could raise the
ratings.  On the other hand, a further worsening of the results,
coupled with the deterioration in credit quality and
capitalization (FCC ratio below 12%), could lead to a rating
downgrade.

Tribanco

Given the strong operating integration, the bank's ratings are
normally in line with the rating of the commercial arm, which
limits the upgrading potential, based on improved results or on
Tribanco's expansion.  Any changes to Martins' ratings can lead to
similar changes to the bank's ratings.

Fitch has taken the following rating actions:

BIB:

   -- Foreign and Local Currency LT IDRs affirmed at 'BB-';
      Outlook Stable;
   -- Foreign and Local Currency Short-Term IDRs affirmed at 'B';
   -- Viability Rating affirmed at 'bb-';
   -- Long-Term National rating affirmed at 'A(bra)'; Outlook
      Stable;
   -- Short-Term National rating affirmed at 'F1(bra)';
   -- Support Rating affirmed at '5'.
   -- Support rating Floor 'NF';

BI&P:

   -- Long-Term National rating downgraded to 'BBB-(bra)' from
      'BBB(bra)'; Outlook Stable;
   -- Short-Term National rating affirmed at 'F3(bra)'.

Sofisa:

   -- Long-Term National rating affirmed at 'A-(bra)'; Outlook
      Stable;
   -- Short-Term National rating affirmed at 'F2(bra)' .

Tribanco:

-- Long-Term National rating affirmed at 'A-(bra)`; Outlook
Stable;
-- Short-Term National rating affirmed at 'F2(bra)' .


COMPANHIA DE SANEAMENTO: Posts Second Quarter 2014 Results
----------------------------------------------------------
Companhia de Saneamento Basico do Estado de Sao Paulo -- SABESP
posted its results for the second quarter of 2014.

In second quarter 2014, net operating revenue reached BRL2.8
billion; a 1.5% decrease compared to the same period of 2013.
Costs and expenses, including construction costs, totaled BRL2.3
billion, up 11.2% on the BRL2.1 billion recorded in 2Q13.

EBIT, in the amount of BRL439.1 million, dropped 38.6% from
BRL714.7 million in second quarter 213.  Adjusted EBITDA, in the
amount of BRL 661.7 million, dropped 27.4% from BRL911.4 million
in second quarter 2013 (BRL1,677.6 million in the last 6 months
and BRL3,851.3 million in the last 12 months).

The adjusted EBITDA margin was 24.0% in second quarter 2014,
versus the 32.6% in second quarter 2013 (30.2% in the last 6
months and 33.7% in the last 12 months).

Excluding construction revenues and construction costs, the
adjusted EBITDA margin was 31.2% in second quarter 2014 (42.0% in
second quarter 2013, 38.1% in the last 6 months and 42.6% in the
last 12 months).

As reported in the Troubled Company Reporter-Latin America on
Aug. 25, 2014, Companhia de Saneamento Basico do Estado de Sao
Paulo's (Sabesp) reported results for 2Q'14 are in line with Fitch
Ratings' expectations given the continued unfavorable hydrologic
pressures on Sabesp's financial profile.  These pressures led
Fitch to revise the company's Rating Outlook to Negative on May
23, 2014.

Sabesp's ratings remain pressured, and the key credit factors that
mostly influence the company remain the period that Sabesp will
require to stabilize its operating cash flow at historical levels
and its capacity to reduce and postpone some expenses and
investments during this critical period to avoid higher reliance
on new debts. These concerns are still highly uncertain and should
define the magnitude of the impact on company's credit metrics
over the medium to long term, in a scenario of stabilized
hydrology.

                            About SABESP

Companhia de Saneamento Basico do Estado de Sao Paulo-SABESP
provides basic and environmental sanitation services; and supplies
treated water on a wholesale basis to residential, commercial,
industrial, and governmental customers in the state of Sao Paulo.

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on May
27, 2014, Fitch Ratings has affirmed Companhia de Saneamento
Basico do Estado de Sao Paulo's (Sabesp) foreign currency and
local currency Issuer Default Rating (IDR) at 'BB+' and its
National long-term rating at 'AA(bra)'.


GAFISA S.A.: Moody's Assigns Ba3 Rating on BRL70MM Secured Debt
---------------------------------------------------------------
Moody's America Latina assigned local currency ratings of Ba3 on
the global scale and A3.br on the Brazilian national scale to the
BRL70 million secured debentures proposed by Gafisa S.A. (Gafisa).
The ratings outlook is negative.

The proceeds from the note will be primarily used for land
acquisition supporting the company's growth plans. The rating of
the proposed debentures assumes that the final transaction
documents will not be materially different from draft legal
documentation reviewed by Moody's to date and that these
agreements are legally valid, binding and enforceable.

Ratings assigned:

Issuer: Gafisa S.A. (Gafisa)

- BRL70 million secured debentures due in 2024 (10th Issuance):
Ba3 and A3.br.

Ratings unchanged:

Issuer: Gafisa S.A. (Gafisa)

- Corporate Family Rating: B1 and Baa3.br;

- BRL600 million secured debentures due in 2017 (7th Issuance):
Ba3 and A3.br;

- BRL300 million senior unsecured debentures with final maturity
in 2016 (8th Issuance): B2 and Ba2.br.

The outlook of all ratings is negative

Rating Rationale

The B1/Baa3.br corporate family ratings reflect Gafisa's strong
market share position and brand name in Brazil, having delivered
over 1,600 projects since foundation in 1954. The rating is
further supported by the company's adequate liquidity profile and
funding availability for completion of its project backlog. On the
other hand, the rating is constrained by uncertainties regarding
the company's capital structure and prospective debt profile
following the partial divesture of the Alphaville unit and the
ongoing separation of Tenda. The challenging macroeconomic
environment ahead of homebuilders in Brazil, which is likely to
continue to put pressure on launches and sales speed levels, also
constrains Gafisa's ratings and outlook.

The new debenture issue is rated at Ba3/A3.br, one notch above
Gafisa's corporate family rating on the global scale and three
notches above on the Brazilian national scale. The rating uplift
of over the corporate family ratings result from Moody's
expectation that debenture holders will have above average
principal recovery prospects in an event of a default, due to the
floating guarantee and real estate asset collateral structure that
provides additional guarantees to creditors.

Creditors with a floating guarantee are senior to any unsecured
holders. The proposed debentures benefit from a first priority
perfected security interest under Brazilian law ("alienacao
fiduciaria") for the real estate assets provided as collateral in
an amount equal to or greater than 120% of proposed debentures
amount.

The negative outlook reflects the company's ongoing challenges to
continue to improve its operational efficiency, execute its
revised business plan and generate positive free cash flow (FCF)
to maintain its moderate leverage ratios amid macroeconomic
uncertainties and growing competition in Gafisa's target markets.

A rating upgrade is unlikely in the short term, but Gafisa's
ratings outlook could stabilize if the company is able to improve
its credit metrics, such as the gross debt to total capitalization
ratio remains below 60% (49.9% on June 30, 2014) and the EBIT
interest coverage moves above 1.0 time (1.1x in 2Q14) for two or
more consecutive quarters, or with higher visibility on the
company's financial strategy after the effective separation of the
Tenda business unit.

Gafisa's ratings could be downgraded if the company faces a
significant deterioration in its liquidity profile due to a
downturn in the homebuilding industry or due to excessive dividend
payout that could instead be used for debt reduction.
Quantitatively, the ratings could be further downgraded if gross
debt to total capitalization increases above 65% or EBIT interest
coverage remains below 1.0x for a prolonged period.

Headquartered in Sao Paulo, Brazil and founded in 1954, Gafisa
S.A. (Gafisa) is one of the largest fully integrated homebuilders
in the country and one of the most diversified companies through
its subsidiaries Tenda and 30% interest in the capital of
Alphaville. The company is currently present in 151 cities in 5
macro regions in Brazil and virtually all price segments. During
the six months ended June 30 2014, Gafisa generated net revenues
of BRL1.0 billion (USD444 million) and net losses of BRL42 million
(USD19 million).


GOL LINHAS: Fitch Rates Proposed Sr. Unsec Notes 'B-(exp)/RR4'
--------------------------------------------------------------
Fitch Ratings has assigned an expected rating of 'B-(exp)/RR4' to
Gol Linhas Aereas Inteligentes S.A.'s (GOL) proposed senior
unsecured notes.  These notes will be issued through GOL's wholly
owned subsidiary, Gol LuxCo S.A. (Gol LuxCo), and will be
unconditionally guaranteed by GOL.  The target amount of the
proposed issuance is in the range of USD350 million to USD500
million; the final issuance size will depend upon market
conditions.

Proceeds from the proposed issuance will be used to refinance
existing debt as part of a tender offer recently announced by the
company.  GOL has commenced an offer to purchase for cash any and
all of the international senior notes issued through its fully
owned subsidiaries.  The obligations to be repurchased include any
and all of GOL LuxCo's outstanding 10.750% senior notes due 2023
(USD80 million outstanding), GOL Finance's outstanding 9.250%
senior notes due 2020 (USD300 million outstanding), and GOL
Finance's outstanding 7.50% senior notes due 2017 (USD122
million).  The final rating is contingent upon the receipt of
final documents conforming to information already received.

The 'B-' rating for the proposed notes reflects GOL's high
leverage and the sensitivity of GOL's financial performance to
several factors not controlled by the company such as competition,
devaluation of the local currency versus the U.S. dollar, and fuel
cost.  These variables could offset positive actions taken by
management to reduce capacity, measured as available seat
kilometers (ASK).  GOL's ratings consider its leading market
position in the Brazilian domestic market and solid liquidity
position.  The 'RR4' Recovery Rating of the proposed notes
reflects average recovery prospects in the event of a default.

The Stable Outlook for GOL's ratings incorporates the view that
the company's consolidated adjusted gross leverage will remain in
the 6x to 8x range and its liquidity position, as measured by
total cash to LTM revenues, will remain above 20% through the
economic cycle.

KEY RATING DRIVERS:

Market Position and Business Diversification Incorporated:

GOL has a leading business position in the Brazilian domestic
market with a market share of 36.1%, as measured by revenues per
kilometers during the time period from January through July 2014.
GOL's operational results are highly correlated to the domestic
economy, as the Brazilian domestic passenger market represents
approximately 90% of its revenues.  The company maintains a high
exposure to FX depreciation risk as approximately 90% of its
revenues are denominated in local currency, while around 60% of
its total costs and 80% of its total debt are denominated in U.S.
dollars.  GOL's limited geographic diversification acts as a
limitation on the company's rating.

High Gross Adjusted Leverage:

Material business deleveraging executed between 2013 and 2014 has
improved margins.  These improvements occurred despite a
challenging business environment that was marked by a devaluation
of the local currency and the slowdown of the Brazilian economy.
During 2013 and the first half of 2014, GOL's EBITDAR margins were
17% and 18.2%, respectively.  These margins compare favorably with
EBITDAR margins of 9% and 3% in 2011 and 2012.  Better cash flow
generation has resulted in lower adjusted gross leverage.  GOL's
EBITDAR and total adjusted debt reached levels of BRL1.8 billion
and BRL11.1 billion, respectively, during the LTM.  The company's
adjusted gross adjusted debt/EBITDAR was 6.9x during 2013 and 6.2x
for the same LTM, after reaching 37.6x during 2012.

Solid Liquidity:

The ratings positively incorporate the company's actions taken
during 2013-2014 period to build and maintain significant
liquidity.  GOL had a cash position of BRL2.6 billion at the end
of June, which is equivalent to about 26% of the company's LTM
revenues (BRL9.8 billion).  Excluding the company's cash exposure
to Venezuelan bolivars (BRL329.7 million as of the LTM, its cash
position represents 23% of LTM revenues.  On July 15, 2014, the
company's subsidiary, Smiles S.A. (Smiles) issued a BRL600 million
debenture issuance.  GOL faces debt amortizations - pro forma
considering Smiles' BRL600 million debentures - of approximately
BRL518 million, BRL868 million, and BRL590 million during the
second half of 2014, 2015, and 2016, respectively.  These figures
include payments due related to financial leases.

The ratings incorporate the view that GOL will continue to
maintain high liquidity with the cash/LTM revenue above 20% in the
short- to medium-term.  GOL generated BRL838 million of free cash
flow (FCF) during the LTM ended June 30, 2014.  The company's FCF
margin (LTM FCF/LTM revenues) of 8.5% reflects its decision to
maintain capital expenditures at low, at BRL303 million.

RATING SENSITIVITIES:

Negative Rating Action: A negative rating action could be
triggered by a deterioration of the company's liquidity resulting
from some combination of the following factors: a fuel spike,
significant depreciation of the local currency versus the U.S.
dollar, excess capacity in the sector affecting the pricing
environment and falling demand in the domestic market.

Positive Rating Action: Fitch could consider a positive rating
action if GOL consistently reduces volatility in its margins
through the economic cycle resulting in lower financial adjusted
gross leverage to those levels incorporated in the ratings while
keeping a solid liquidity profile.

Fitch currently rates GOL and the company's fully owned
subsidiaries as follows:

Gol Linhas Aereas Inteligentes S.A. (GOL):

   -- Foreign and local currency long-term Issuer Default Ratings
      (IDRs) 'B-';
   -- Long-term national rating 'BBB-(bra)';
   -- USD200 million perpetual bonds 'B-/RR4'.

VRG Linhas Aereas S.A. (VRG):

   -- Foreign and local currency long-term IDRs 'B-';
   -- Long-term national rating 'BBB-(bra)';
   -- BRL500 million of local debentures due 2017 'BBB-(bra)'.

Gol LuxCo S.A.:

   -- USD200 million (USD80 million outstanding) of senior notes
      due 2023 'B-/RR4'.

GOL Finance:

   -- USD225 million (USD122 million outstanding) of senior notes
      due 2017 'B-/RR4';
   -- USD300 million of senior notes due 2020
      'B-/RR4'.

The Rating Outlook is Stable.


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


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

The company's liquidator is:

          Alric Lindsay
          Artillery Court, Shedden Road
          P.O. Box 11371, George Town
          Grand Cayman KY1-1008
          Cayman Islands
          Telephone: (345)-926-1688


AGATE GLOBAL: Creditors' Proofs of Debt Due Sept. 15
----------------------------------------------------
The creditors of Agate Global Macro Fund 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:

          Alric Lindsay
          Artillery Court, Shedden Road
          P.O. Box 11371, George Town
          Grand Cayman KY1-1008
          Cayman Islands
          Telephone: (345)-926-1688


BRIGHTON CAYMAN: Shareholders' Final Meeting Set for Sept. 16
-------------------------------------------------------------
The shareholders of Brighton Cayman Fund Limited will hold their
final meeting on Sept. 16, 2014, at 10:00 a.m., to receive the
liquidator's report on the company's wind-up proceedings and
property disposal.

The company's liquidator is:

          Robin Lee Mcmahon
          c/o Barry MacManus
          Telephone: (345) 814 8997
          Facsimile: (345) 814 8529
          Ernst & Young Ltd.
          62 Forum Lane, Camana Bay
          P.O. Box 510 Grand Cayman KY1-1106
          Cayman Islands


LONGVIEW FUND: Commences Liquidation Proceedings
------------------------------------------------
On Aug. 15, 2014, the sole shareholder of Longview Fund 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:

          Alessandro Grande
          Via Munterots 13, 7513 Silvaplana
          Switzerland


PACIFIC INTERNATIONAL: Creditors' Proofs of Debt Due Sept. 25
-------------------------------------------------------------
The creditors of Pacific International Finance 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 Aug. 12, 2014.

The company's liquidator is:

          Simon Conway
          c/o Andrew Nembhard
          Telephone: (345) 914 8779
          Facsimile: (345) 945 4237
          P.O. Box 258 Grand Cayman KY1-1104
          Cayman Islands


REALLUSION (CAYMAN): Creditors' Proofs of Debt Due Sept. 16
-----------------------------------------------------------
The creditors of Reallusion (Cayman) Holding Incorporated are
required to file their proofs of debt by Sept. 16, 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:

          Wang, Hong-Yang
          c/o Richard Spencer Campbells
          P.O. Box 268 Floor 4, Willow House, Cricket Square
          Grand Cayman KY1-1104
          Cayman Islands
          Telephone: +1 (345) 949-2648
          Facsimile: +1 (345) 949-8613


RP MAC: Shareholders' Final Meeting Set for Sept. 16
----------------------------------------------------
The shareholders of RP Mac Cayman Fund Limited will hold their
final meeting on Sept. 16, 2014, at 10:00 a.m., to receive the
liquidator's report on the company's wind-up proceedings and
property disposal.

The company's liquidator is:

          Robin Lee Mcmahon
          c/o Barry MacManus
          Telephone: (345) 814 8997
          Facsimile: (345) 814 8529
          Ernst & Young Ltd.
          62 Forum Lane, Camana Bay
          P.O. Box 510 Grand Cayman KY1-1106
          Cayman Islands


UNIVERSA ASYMMETRY: Creditors' Proofs of Debt Due Sept. 15
----------------------------------------------------------
The creditors of Universa Asymmetry Offshore Fund II 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 liquidation proceedings on Aug. 14, 2014.

The company's liquidator is:

          CDL Company Ltd.
          P.O. Box 31106 Grand Cayman KY1-1205
          Cayman Islands


UNIVERSA BLACK I: Creditors' Proofs of Debt Due Sept. 15
--------------------------------------------------------
The creditors of Universa Black Swan Protection Protocol Offshore
I 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 liquidation proceedings on Aug. 14, 2014.

The company's liquidator is:

          CDL Company Ltd.
          P.O. Box 31106 Grand Cayman KY1-1205
          Cayman Islands


UNIVERSA BLACK V: Creditors' Proofs of Debt Due Sept. 15
--------------------------------------------------------
The creditors of Universa Black Swan Protection Protocol Offshore
V 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 liquidation proceedings on Aug. 14, 2014.

The company's liquidator is:

          CDL Company Ltd.
          P.O. Box 31106 Grand Cayman KY1-1205
          Cayman Islands


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


COLOMBIA TELECOMUNICACIONES: Fitch Affirms BB IDR; Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has affirmed Colombia Telecomunicaciones S.A.
E.S.P.'s (Coltel) foreign and local currency Issuer Default
Ratings (IDRs) and the company's USD750 million senior notes due
2022 at 'BB'.  The Outlook on the IDRs is Stable.

KEY RATING DRIVERS

Coltel's ratings reflect its enhanced competitive position from
the merger of the fixed and mobile operations in 2012 which
resulted in the nation-wide coverage of its services and
diversified portfolio.  The ratings also positively reflect the
reduced payment obligation to Patrimonio Autonomo de Activos y
Pasivos de Telecom (Parapat), from which the company leases fixed
operating assets, and increased financial flexibility through the
restructuring of the terms of the operating contract in 2012.
Implied support from the parent, Telefonica SA (rated 'BBB+' by
Fitch), which owns 70% of the company, is also incorporated in the
ratings given its strategic/operational importance to the parent's
Latin America operation.

The ratings are tempered by a persistent high level of
competition, the projected weak cash generation in the short- to
medium-term due to high capex for network upgrades, and its weak
liquidity profile.  Also, the existing Parapat-related obligation
continues to pressure the company's cash flows and adjusted
leverage.  This liability will start being recognized on the
balance sheet with the adoption of the new accounting standard
from 2015.

Improved Competitive Position

Coltel's competitive position has strengthened from the
integration of fixed and mobile operations in 2012.  The combined
company benefits from nationwide coverage, increased operational
scale and revenue diversification, as well as cost savings from
the infrastructure sharing, IT systems integration, and use of
fixed network transmission capacity to support higher demand for
mobile services.  The company is the second largest mobile
operator in Colombia, with a market share of 24%, and the third
largest fixed-line operator, with 20.6% and 18.9% of fixed voice
and broadband market shares, respectively.  Coltel has focused on
improving revenue contributions from its mobile data and value
added services (VAS), along with Pay-TV and broadband access, to
help mitigate the slowdown in the traditional voice ARPU.  Revenue
generation from the company's mobile data, broadband, and Pay-TV
grew by 31%, 12%, and 38%, respectively, during the first half of
2014 from a year ago.

High Capex; Negative Free Cash Flow (FCF)

The company has embarked on a sizable capital expenditure program
from 2014 for its mobile/fixed network upgrades, mainly including
4G, as well as the license payments.  Coltel expects to invest a
total of COP3.500 billion during 2014-2017, which should be
partially funded by debt initially in 2014 and 2015 as its cash
flow from operations (CFFO) is expected to cover about 90% of
investments during the period.  Fitch expects the company's FCF to
turn positive from 2016 as capex and working capital requirements
gradually decline.  Given the plans for significant investment,
shareholder distributions are not likely during 2014-2017.

Meanwhile, Coltel's EBITDA generation is likely to modestly
decline in 2014 from the 2013 level of COP1.291 billion mainly due
to the scheduled increase in payments to Parapat amid the
decreasing trend in ARPU as a result of competitive pressures.
The Parapat payments will account for approximately 7% of revenues
in 2014 and 10% from 2015 thereafter, which is an increase from 3%
in 2013.  In addition, the merger between Tigo and UNE could add
more pressure to the competitive landscape.  As a result, Coltel's
EBITDA is projected to gradually fall well below 30% over the
medium term from 31% in 2013.

Short-term Increase in Leverage

Coltel's financial leverage is likely to increase in 2014 and 2015
given its high capex plan and weak EBITDA growth.  Fitch's base
case indicates that its net debt-to-EBITDA ratio would remain
around 3x in the short- to medium-term, which compares to 2.6x at
end-2013 and 2.8x at the LTM ended June 30, 2014.  This ratio
should start improving from 2016 as FCF turns positive.

Fitch considers Coltel's liability to Parapat under the new
restructuring conditions as a softer debt for a leverage analysis
purpose given the potential flexibility in payments under the
stress scenario.  Reflecting the present value of this commitment,
including rental payments for infrastructure, the company's
adjusted debt-to-EBITDAR ratio would have reached 4.5x at end-
2013, and could increase to above 5x from 2014.  Parapat is a
long-term financial obligation ending in 2028.

Weak Liquidity

Coltel's liquidity position is weak as it has increased its short-
term debt to fund its capex and the licenses payment obligations.
This, along with current debt maturities, resulted in the short-
term debt level reaching COP705 billion, compared to its cash
balance of COP51 billion as of June 30, 2014.  Fitch believes that
the company should be able to roll over its short-term debt with
its available credit facilities, which amount to COP1.000 billion
with local and international banks, while some portion could be
paid off with the CFFO as they mature.  As of June 2014, the cash
plus CFFO-to-short-term debt ratio was 1.6x.

RATING SENSITIVITIES

Factors that could trigger a negative rating action include:

   -- Increased competitive pressures leading to erosion in its
      market positions and operating margins;
   -- Higher-than-expected capex leading to weak cash generation
      over the medium- to long-term, resulting in its on-balance-
      sheet net leverage (calculated under Colombian GAAP) failing
      to recover to below 3x on a sustained basis.  In addition,
      failure to improve its liquidity could pressure the ratings.

Credit quality factors that could lead to a positive rating action
include:

   -- Positive rating action is unlikely in the short- to medium-
      term given the expected increase in leverage due to high
      capex.  Factors that could potentially lead to a positive
      rating action include positive FCF generation which enables
      a reduction in leverage towards 2x on a sustained basis.


COLOMBIA: Fitch Says Move Toward Basel III Could Boost Capital
--------------------------------------------------------------
Colombia's Ministry of Finance earlier last week released a
framework for new bank capital securities that will open the door
for local banks to issue new loss absorbing securities, according
to Fitch Ratings.  The Colombian Financial Superintendence still
needs to issue the regulations for implementation and would need
to review any new issue request to determine the classification of
such securities as regulatory capital. In general, Fitch believes
the new rules could lead to stronger capitalization levels among
Colombian banks that choose to replace their Tier II subordinated
debt, which is being phased out of Basel capital rules.

Until now, plain vanilla subordinated debt, such as the securities
issued both locally and abroad by Bancolombia, Banco de Bogota,
Banco Davivienda and Banco GNB Sudameris, among others, has been a
standard form of noncommon equity issuance among Colombia's banks.
Such securities have lower marginal capacity to provide cushion
above the point of nonviability, which explains why Fitch ascribes
no equity credit to such securities. Any higher loss absorbing
capacity from newer securities, (such as noncumulative preferred
issued in other regions) would benefit the overall capital
structure of Colombian banks.

Fitch believes further strengthening of Colombian banks' capital
base is warranted given future growth expectations and the risk of
internal capital generation falling short of adequately supporting
such growth. Recognizing capitalization concerns, the Colombian
regulator has already approved changes that drive regulatory
capital measures nearer to international standards. Such changes
have included the exclusion of goodwill (generated since August
2012) from regulatory capital calculations and clearer guidelines
on regulatory capital minimums for common equity, Tier I capital
and additional Tier I capital. The decree issued by the finance
ministry on Sept. 2 now provides guidelines on higher loss-
absorbing capital securities.

As of June 2014, about 20% of total regulatory capital (USD5
billion) included legacy, plain vanilla subordinated debt, which
in Fitch's view are considered 'gone concern' securities and are
not included as capital per the agency's criteria. Fitch expects
those securities to be phased out over the medium term.

As is the case in other regions, Fitch will review the final
conditions of each future issuance to assess the equity credit of
each security, which will range from 100% (the most equity like
securities) to 0%, depending on the terms of each security and the
capacity to provide going concern loss absorption. In Fitch's
view, the fulfillment of the conditions presented in this
framework may not be enough to achieve 100% equity credit for any
given security. The use of additional buffers (higher triggers)
and/or the ability of the banks to voluntarily defer coupons to
preserve their capital are conditions that would enhance the
equity credit of those securities.

Fitch will provide more information on the potential equity credit
of the prospective securities and the possible rating of those
securities based on our global criteria when the final regulations
are in place. Basel III-compliant securities are typically
"notched" down by two to five notches from an anchor rating,
usually an issuer's Viability Rating, because Fitch believes in
most cases sovereign support cannot be relied upon to extend to a
bank's junior debt.

Any new breed of securities would require the current investor
base, which holds legacy subordinated debt to enhance their
investment policies and analysis tools for investing in riskier
securities. This may result in a mix of domestic and international
issuances to obtain a broader international investor base.
Currently within Latin America, only Mexican and Brazilian banks
operate under a regulatory framework that allows the issuance of
new Basel III-complaint securities. As of today, virtually all of
these issuances have been sold to foreign investors. It is yet to
be determined if local investors will follow.


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


* CHILE: Manufacturing Falls More Than Forecast as Retail Slows
---------------------------------------------------------------
Javiera Quiroga at Bloomberg News reports that Chilean
manufacturing output fell more than analysts expected in July,
while retail sales rose the least since 2009, fueling forecasts
for further interest rate cuts.

Manufacturing contracted 4.1 percent from the year earlier, the
National Statistics Institute said on its website, worse than the
median estimate of 12 economists surveyed by Bloomberg who
forecast a drop of 3.5 percent.  Retail sales gained 1.5 percent
over the same period.

"These numbers confirm that we have a decelerating economy and now
the question is if the situation will worsen or get better,"
Nathan Pincheira, an economist at Banchile Inversiones, told
Bloomberg News by telephone from Santiago.  "We believe that the
third quarter will be worse than the second," Mr. Pincheira said.

Bloomberg News notes that Finance Minister Alberto Arenas said
that the economic slowdown has been longer and deeper than
previously forecast, and called for a private and public alliance
to help revive growth.  Policy makers have cut the key rate six
times in the past year and are expected to reduce it another half
a point by year-end to 3 percent, according to traders surveyed by
the central bank, Bloomberg News relays.

The government cut its 2014 growth forecast in July for the second
time this year to 3.2 percent from 3.4 percent, citing a steep
slowdown in domestic demand, Bloomberg News notes.  Gross domestic
product rose 2.6 percent in the first quarter and 1.8 percent in
the second, the slowest pace since the 2009 recession, Bloomberg
News discloses.

                        Unemployment Rises

The jobless rate climbed to 6.5 percent in the three months
through July from 5.7 percent the year earlier, the agency said in
a separate report obtained by Bloomberg News.

"Unemployment should rise in coming months to 7 percent by year-
end," Felipe Alarcon, chief economist at EuroAmerica in Santiago,
told Bloomberg News by telephone.  "Economic activity will also be
very bad in the next two months, pushing rates and the peso down,"
Mr. Alarcon said, Bloomberg News relays.

The central bank made its last rate cut on Aug. 14, reducing the
benchmark a quarter point to 3.5 percent as consumers join
investors in cutting back expenditure, Bloomberg News notes.

Policy makers reduced their economic growth forecast for this year
for the third consecutive quarter on June 16, citing a drop in
investment that a cyclical decline in the mining industry didn't
fully explain, Bloomberg News says.  GDP will expand 2.5 percent
to 3.5 percent in 2014, according to the bank, which will release
its new quarterly monetary policy report on Sept. 3.

Economists have cut their growth expectations by two percentage
points in the past 12 months from 4.5 percent to 2.5 percent,
according to a survey released by the central bank on Aug. 12,
Bloomberg News relays.

"It was assumed that the economy would recover in the fourth
quarter, but we have serious doubts about that happening", said
Bloomberg News quoted Mr. Pincheira as saying.  "The economy could
start picking up in 2015," Mr. Pincheira added.


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


XSTRATA PLC: Dominican Republic Leader's Veto Boosts Mine Plans
---------------------------------------------------------------
Dominican Today reports that Dominican Republic President Danilo
Medina vetoed the legislation that established Loma Miranda
National Park, passed by Congress, a measure that boosts
(Glencore) Falconbridge Dominicana, C. por A. ("Falcondo")'s
planned nickel mine but is sure to bring widespread rebuke.

The President's decision comes in the heels of mounting pressure
from both sides of the controversy stemming from the planned
national park and nickel mine, according to Dominican Today.

The report notes that the veto was hinted by Presidency Chief of
Staff Jose Ramon Peralta, when he affirmed that the government
doesn't have the funds to reimburse US$4 billion to Falcondo and
other land owners.

Mr. Medina cited several alleged violations of international law
in the legislation, but noted that "under current conditions," no
exploitation will be authorized on the lands located in the
country's rugged Central Mountains, the report relates.

                        About (Glencore) Falcondo

As reported in the Troubled Company Reporter-Latin America on
Jan. 22, 2014, Dominican Today said that Chief Executive Officer
of Xstrata PLC's Falcondo reiterated that the company's presence
in the country depends on a long term mining, with cheap
electricity available, to produce and compete in world markets.
David Soares said they pin their hopes of extracting nickel at the
controversial site of Loma Miranda, between La Vega and Bonao
(central), for which they expect to get the mining permit,
according to Dominican Today.  But environmental and civil society
groups could keep them from carrying out the project, after the
Chamber of Deputies agreed with the protesters and passed a bill
which declares Loma Miranda a protected area, arguing that much of
the Cibao region's (north) water depends on it, the report
related.

Xstrata PLC is the operator of Falconbridge Dominicana, C. por A.
("Falcondo") with an 85.26% ownership.  Falcondo is a ferronickel
surface mining operation located in the Dominican Republic with
operations dating since 1971.

Headquartered in Zug, Switzerland, Xstrata PLC is a major producer
of coal, copper, nickel, primary vanadium and zinc and the largest
producer of ferrochrome.


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


* JAMAICA: Oil Bill Falls 11% During First Five Months of 2014
--------------------------------------------------------------
RJR News reports that Jamaica's oil bill fell 11% during the first
five months of this year.

The report notes that US$856 million was spent during the January
to May period.

That was down from US$966 million last year, according to RJR
News.  Oil accounts for 36% of Jamaica's imports.


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


CEMEX S.A.B.: S&P Assigns 'B+' Rating on Proposed Dollar Bonds
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating and a recovery rating of '3' to CEMEX S.A.B. de C.V's
proposed benchmark dollar bonds due 2025 and EUR300 million senior
secured notes due 2022.  The recovery rating of '3' indicates that
bondholders can expect a meaningful (50% to 70%) recovery in the
event of a payment default.

CEMEX intends to use the net proceeds to repurchase its 9% senior
secured dollar notes due 2018 and its 9.25% Espana dollar notes
due 2020.  The proceeds will also be used for general corporate
purposes including the repayment of debt in accordance with its
facilities agreement.  The notes will benefit from a security
package on the same terms as the company's all other senior
capital markets debt.  The security package includes the full and
unconditional guarantee, on a joint and several basis and on a
general senior basis, by CEMEX Mexico, S.A. de C.V., New Sunward
Holding B.V., CEMEX Espa¤a, S.A., Cemex Asia B.V., CEMEX Corp.,
and other subsidiaries CEMEX directly or indirectly owns.

RATINGS LIST

CEMEX S.A.B. de C.V
Corporate Credit Rating
  Global Scale                           B+/Stable/--
  CaVal (Mexico) National Scale          mxBBB/Stable/mxA-2

New Rating
CEMEX S.A.B. de C.V
  Benchmark Dollar Bonds Due 2025        B+
   Recover rating                        3
  EUR300 Million Senior Secured Notes      B+
   Recover rating                        3


CEMEX S.A.B: Fitch Rates Proposed USD and EUR Notes 'BB-/RR3(EXP)'
------------------------------------------------------------------
Fitch Ratings has assigned expected ratings of 'BB-/RR3(EXP)' to
CEMEX S.A.B. de C.V.'s (CEMEX) proposed USD notes due in 2025 and
its proposed Euro notes due in 2022. Proceeds from the Euro notes
issuance will be used for general corporate purposes, including
the repayment of indebtedness under CEMEX's Facilities Agreement.
Proceeds from the USD issuance will be used for general corporate
purposes, including the repurchase of a portion of the company's
outstanding 2018 and 2020 notes.

The guarantors for the notes will be CEMEX Mexico, S.A. de C.V.,
CEMEX Concretos, S.A. de C.V., Empresas Tolteca de Mexico, S.A. de
C.V., New Sunward Holding B.V., CEMEX Espana, S.A., Cemex Asia
B.V., CEMEX Corp., CEMEX Finance LLC, Cemex Egyptian Investments
B.V., Cemex Egyptian Investments II B.V., CEMEX France Gestion
(S.A.S.), Cemex Research Group AG, Cemex Shipping B.V. and CEMEX
UK. The notes will enjoy the same collateral package as the
creditors under CEMEX's Facilities Agreement.

The Rating Outlook for CEMEX is Stable. A complete list of the
company's current ratings follows at the end of this release.

Key Rating Drivers

Strong Business Position:

CEMEX's 'B+' Issuer Default Ratings (IDRs) continue to reflect its
strong and diversified business position. The company is one of
the largest producers of cement, ready-mix, and aggregates in the
world. Key markets include the U.S., Mexico, Colombia, Panama,
Spain, Egypt, Germany, France, Poland and the U.K. The company's
product and geographic diversification offset some of the
volatility associated with the cyclical cement industry.

High Leverage Constrains Ratings:

The ratings of CEMEX remain constrained by the company's high
leverage. CEMEX had USD15.8 billion of net debt as of June 30,
2014. This figure compares unfavorably with USD2.7 billion of
EBITDA and USD500 million of funds from operation (FFO) during the
latest 12 months (LTM) ended June 30, 2014, and results in a net
debt/EBITDA ratio of 5.9x and a FFO adjusted leverage ratio of
8.5x. These ratios improved only modestly from 6.3x and 9.4x,
respectively, during 2012. Net leverage has been slow to decline
during the past couple of years due to sluggishness in the
company's operations in Mexico, the Mediterranean, and Northern
Europe.

Modest Credit Improvements Projected:

Fitch projects that CEMEX will generate about USD2.8 billion of
EBITDA in 2014 and USD3.1 billion in 2015 and that the company's
net leverage will be around 5.25x in 2014 and 4.25x in 2015.
Fitch's projects include only modest asset sales of around USD100
million per year. They also include an expectation that the
company's USD320 million of subordinated debt will convert into
equity during 2015. Net leverage would likely be more than 4.5x in
2015 if the company's stock price deteriorates and the company
needs to refinance these notes with another convertible debt
instrument. Improved cement demand in the U.S. and Mexico are the
key drivers of Fitch's projected improvement in CEMEX's operating
performance. Fitch notes that CEMEX's investment ratio, as defined
by capex to depreciation, has been low at around 0.5x due to
constraints imposed by the Financing Agreement. Challenges to
deleveraging beyond 2015 include rising working capital needs,
higher taxes in key market such as Mexico, and rising capital
expenditures.

Manageable Maturity Schedule:

CEMEX has a manageable amortization schedule as a result of its
aggressive refinancing efforts during the past few years. The
company had USD737 million of cash and marketable securities as of
June 30, 2013. Most of the company's marketable securities are
held in U.S. and Mexican government bonds. CEMEX faces USD171
million of debt amortizations through the end of 2014 and USD1.1
billion in 2015. The company issued EUR400 million notes due in
2021 and USD1 billion notes due in 2024 during March 2014, and
used the proceeds to repurchase EUR245 million of notes due in
2017, USD597 million of notes due in 2020 and USD603 million of
notes due in 2018. These refinancings lowered its cost of debt,
since the new coupons were below 6% and those on the repurchased
notes were in excess of 9%. The decreased cost of debt, in
addition to growing operating cash flow, should lead to an
improvement in the company's FFO fixed-charge coverage to around
1.7x in 2015 from 1.3x in 2013.

U.S. Market Key to Recovery:

CEMEX's main markets during 2013 in terms of EBITDA were Mexico
(35%), Central and South America (28%), the Mediterranean (11%),
Northern Europe (12%), the U.S. (9%), and Asia (5%). CEMEX's U.S.
operations continue to improve slowly, as EBITDA grew to USD255
million in 2013 from USD43 million in 2012. The company's U.S.
operations, however, continue to operate at well below their
potential capacity. On a pro forma basis, Fitch estimates that the
company's U.S. operations generated around USD2.3 billion of
EBITDA in 2006. While U.S. cement demand has recovered to 80
million metric tons in 2013 from a low of 71 million tons in 2009,
it remains well short of 127 million tons of demand in 2006.

Above-Average Recovery Prospects:

CEMEX and its subsidiaries have issued debt instruments from
Mexico, the U.S., the British Virgin Islands, the Netherlands, and
Spain. As a result of the complexity of the company's capital
structure and the various legal jurisdictions, Fitch does not
envision a scenario in which CEMEX's creditors would want it to
enter bankruptcy (quiebra) or an insolvency (concurso mercantil)
process in Mexico in the event of additional financial distress,
as there would be a high degree of uncertainty regarding the
outcome. In deriving a distressed enterprise valuation to
determine the recovery under this scenario, Fitch discounted the
company's EBITDA to USD2.1 billion, which is a level that would
just cover operating leases, interest expenses, and maintenance
capital expenditures, and applied a conservative EBITDA multiple
of 6x. This calculation resulted in an anticipated recovery level
of 76% for the company's senior secured debt, which would be
consistent with a Recovery Rating of 'RR2'. The recovery prospects
of senior creditors are bolstered by USD2.1 billion of convertible
subordinated notes, which can only be replaced by equity or
similar quasi-equity instruments, according to the Facilities
Agreement. Fitch typically caps RRs of Mexican corporates at 'RR3'
to account for concerns about various aspects of the bankruptcy
framework from a creditor's perspective even when its bespoke
analysis indicates it could be higher. CEMEX's rating has also
been capped at 'RR3', which is consistent with recovery prospects
anticipated to be in the range of 50% to 70% in the event of
default.

Rating Sensitivities

Positive: Future developments that may, individually or
collectively, lead to a positive rating action include:

--Fitch is projecting that CEMEX's EBITDA in its U.S. operations
will grow to USD650 million by 2015 from USD233 million in 2013.
This projection incorporates an expectation that single-family and
multi-family housing starts in the U.S. will total 1 million in
2014 and 1.2 million in 2015. Growth beyond these figures would be
positive for the company's U.S. business and would accelerate the
company's deleveraging process.

Cement demand in Mexico has underperformed Fitch's expectations
since 2013. This has offset improvements in operating cash flow in
Central and South America, as well as in the U.S. The EBITDA
generated by CEMEX in Mexico fell to USD1 billion in 2013 from
USD1.2 billion in 2012 as its cement sales volumes declined by 8%.
Fitch currently projects that the company's EBITDA in this market
will rebound to USD1.1 billion by 2015. Growth faster than this
could also accelerate debt reduction.

CEMEX's stock currently trades at USD13.35 per ADS. The company
has issued subordinated convertible notes that mature in 2015
(USD320 million), 2016 (USD978 million) and 2018 (USD690 million).
The conversion prices for these notes are USD11.18/ADS,
USD9.65/ADS and USD9.65/ADS, respectively. If successful in
converting the 2015 and 2016 notes, Fitch projects that the
company's net debt/EBITDA ratio would be below 3.5x by the end of
2016, which could result in upgrades of one or more notches for
the company's IDRs.

Negative: Future developments that may, individually or
collectively, lead to a negative rating action include:

--Ratings downgrades are not likely during 2014 as CEMEX's credit
protection measures are strong for the existing ratings, given the
company's strong global business position and the sluggishness of
the U.S. market relative to its long-term potential.

--CEMEX received an unfavorable ruling by the Spanish tax
authorities during 2014 that could result in a payment of EUR455
million. If the company is unsuccessful in its appeal, this fine
would hinder its ability to deleverage and could lead to a
negative rating action if the payment coincides with continued
sluggishness in other key markets.

--A loss of the positive momentum in the U.S. market would have a
material impact upon the company's ability to deleverage to less
than 4.5x by 2015. Fitch would consider a change in rating or
Outlook if CEMEX's leverage trends reversed and net leverage
exceeded 6.5x.

Fitch currently rates CEMEX as follows:

CEMEX
--Foreign and local currency Issuer Default Rating (IDR) 'B+';
--Senior secured notes 'BB-/RR3';
--National scale long-term rating 'BBB(mex)';
--Senior unsecured certificates 'BBB(mex)';
--National scale short-term rating 'F3(mex)'.

In addition to the aforementioned ratings of CEMEX, Fitch also
maintains 'BB-/RR3' ratings on the guaranteed debt issued by:

Cemex Espana S.A.
CEMEX Finance LLC, a limited liability company incorporated in the
U.S.
CEMEX Materials Corporation, a limited liability company
incorporated in the U.S.
C5 Capital (SPV) Limited, a British Virgin Island restricted-
purpose company
C8 Capital (SPV) Limited, a British Virgin Island restricted-
purpose company
C10 Capital (SPV) Limited, a British Virgin Island restricted-
purpose company
C-10 EUR Capital (SPV) Limited, a British Virgin Island
restricted-purpose company


TLAQUEPAQUE, MEXICO: Moody's Affirms Ba2 Global Scale Rating
------------------------------------------------------------
Moody's de Mexico affirmed the Ba2 (Global Scale, local currency)
and A2.mx (Mexico National Scale) ratings of the municipality of
Tlaquepaque and revised its outlook to stable from negative.

Ratings Rationale

The revision on the outlook of Tlaquepaque's ratings to stable
reflects the municipality's reversal of previously deteriorating
trends in its gross operating balance and net debt. The ratings
also take into account Tlaquepaque's moderate cash financing
deficits and a positive liquidity position. The stable outlook
reflects Moody's expectations that Tlaquepaque will maintain key
metrics at current levels over the medium term, which are
consistent with the Ba2 rating.

In 2013, Tlaquepaque improved its gross operating margins to 11.1%
of operating revenues from 3.0% in 2012 which has partially
provided financing for capital expenditures. This improvement
reflects an increase in own source revenues and measures to
contain current expenditures. Own source revenues increased 16% in
2013 compared to 2012 levels as the municipality implemented
measures to improve the collection of taxes. Current expenditures
only grew 1% in the same period as a result of measures taken by
the municipality such as personal services containment and a
reduction of transfers to other municipal entities.

Despite positive gross operating results, Tlaquepaque's high
infrastructure needs led the municipality to register cash
financing deficits during the last five years equivalent to -4.6%
of total revenues. These were financed through debt. As such, debt
levels were equivalent to 54.9% of operating revenues in 2013, a
high level compared to national peers but an improvement from the
recent high of 62.2% recorded in 2012. Debt levels are expected to
continue to fall over the medium-term.

Tlaquepaque's liquidity position measured as net working capital
(current assets less current liabilities) has been positive during
the last five years, one of the main strengths of the
municipality. Net working capital at the end of 2013 was
equivalent to 5.1% of total expenditures.

What Could Move The Ratings Up/Down

The sustained posting of positive gross operating margins, leading
to roughly balanced cash financing results, a further decrease in
debt levels and higher liquidity, could exert upward pressure to
the ratings. A deterioration in the municipality's gross operating
balance resulting in cash financing deficits and higher debt
levels, could exert downward pressure to the ratings.


=======
P E R U
=======


BANCO DE CREDITO: Fitch Raises Rating on Jr. Sub. Debt to 'BB'
--------------------------------------------------------------
Fitch Ratings completed a peer review of large Peruvian banks that
covered the top four names in the country, comprising
approximately 84% of Peru's banking system's assets.  Their
business volumes -- largely concentrated in Peru -- ranked between
USD35 billion and USD10.6 billion at year-end 2013 (YE13).
Following this review, three banks were upgraded considering their
sound competitive position, strong balance sheet and consistent
performance.  Fitch also considered the positive operating
environment, GDP growth prospects and positive trends in terms of
employment and GDP per capita.

Peru's top four banks -- Banco de Credito del Peru (BCP), BBVA
Continental (BC), Scotiabank Peru (SBP) and Banco Internacional
del Peru (IBK) -- have continued their healthy growth, maintained
their sound performance, robust asset quality, adequate capital
and stable funding and liquidity.  While some differences persist,
these banks boast strong credit metrics that compare very well to
those of their regional and global peers.  In addition, they enjoy
strong competitive positions in an open yet concentrated market.

Sustained GDP growth, diversification strategies and low banking
penetration allowed banks to grow and maintain well-diversified
balance sheets.  Retail and SME lending have increased their share
of the loan portfolios.  Accordingly, revenues are better
diversified, cross-selling has improved and retail deposits have
grown and contributed to reduce concentrations on both sides of
the balance sheet.

Some performance metrics have declined from the historic highs of
2007-2009 but large Peruvian banks maintain a strong and healthy
profitability.  Revenues are well diversified and have shown
resilience while operating expenses -- that saw periodic surges
due to network expansion -- have grown in line with asset growth.
Profitability is expected to decline but should continue to
compare well to that of their peers.

Peruvian banks have been very active in local and international
capital markets and have greatly improved their funding base with
low-cost, medium-term funding.  Along with the broad-based and
stable retail deposits, this funding has allowed the banks to
improve their asset/liability matching and better manage
liquidity.

Fitch expects these large Peruvian banks to sustain their balance
sheet strength and robust performance through the economic cycle,
supporting current rating levels.

During the peer review, Fitch took the following rating actions:

Banco de Credito del Peru

   -- Long-term foreign currency Issuer Default Rating (IDR)
      upgraded to 'A-' from 'BBB+', Stable Outlook;
   -- Short-term foreign currency IDR upgraded to 'F1' from 'F2';
   -- Long-term local currency IDR upgraded to 'A-' from 'BBB+',
      Stable Outlook;
   -- Short-term local currency IDR upgraded to 'F1' from 'F2';
   -- Viability rating upgraded to 'a-' from 'bbb+';
   -- Support rating affirmed at'2';
   -- Support floor revised to 'BBB' from 'BBB-';
   -- Senior unsecured debt at upgraded to 'A-' from 'BBB+';
   -- Subordinated debt upgraded to 'BBB+' from 'BBB';
   -- Junior subordinated debt upgraded to 'BB' from 'BB-'.

In addition, Fitch upgraded the following rating for BCP Emisiones
Latam 1 S.A.:

   -- Senior unsecured notes upgraded to 'AA+' from 'AA(cl)'.
      BBVA Banco Continental
   -- Long-term foreign currency IDR upgraded to 'A-' from 'BBB+',
      Stable Outlook;
   -- Short-term foreign currency IDR upgraded to 'F1' from 'F2';
   -- Long-term local currency IDR upgraded to 'A-' from 'BBB+',
      Stable Outlook;
   -- Short-term local currency IDR upgraded to 'F1' from 'F2';
   -- Viability rating upgraded to 'a-' from 'bbb+';
   -- Support rating affirmed at'2';
   -- Support floor revised to 'BBB' from 'BBB-';
   -- Senior unsecured debt at upgraded to 'A-' from 'BBB+';

Continental Trustees (Cayman) Ltd.

   -- Senior secured junior subordinated loan participation notes
      upgraded to 'BB+' from 'BB'.

Continental Senior Trustees (Cayman) Ltd

   -- Senior secured loan participation notes upgraded to 'A-'
      from 'BBB+'.

Continental Senior Trustees II (Cayman) Ltd.

   -- Senior secured loan participation notes upgraded to 'A-'
      from 'BBB+'.

Scotiabank Peru

   -- Long-term foreign currency IDR at 'A-'; Outlook Stable;
   -- Short-term foreign currency IDR at 'F1';
   -- Long-term local currency IDR at 'A+'; Outlook Stable;
   -- Short-term local currency IDR at 'F1';
   -- Support rating at '1';
   -- Subordinated debt at 'A-';
   -- Viability rating at 'bbb+'.

Banco Internacional del Peru

   -- Long-term foreign currency IDR upgraded to 'BBB+' from
      'BBB', Stable Outlook;
   -- Short-term foreign currency IDR affirmed at 'F2' ;
   -- Long-term local currency IDR upgraded to 'BBB+' from 'BBB',
      Stable Outlook;
   -- Short-term local currency IDR affirmed at 'F2';
   -- Viability rating upgraded to 'bbb+' from 'bbb';
   -- Support rating upgraded to '2' from '3';
   -- Support floor revised to 'BBB' from 'BB+';
   -- Senior unsecured debt upgraded to 'BBB+' from 'BBB';
   -- Subordinated debt upgraded to 'BBB' from 'BBB-';
   -- Junior subordinated debt at upgraded to 'BB' from 'BB-'.


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


PUERTO RICO ELECTRIC: Taps AlixPartners to Supervise Restructuring
------------------------------------------------------------------
Michael J. De la Merced and Michael Corker, writing for The New
York Times' DealBook, report that Puerto Rico Electric Power
Authority (PREPA), which has been in negotiations with lenders
over its debt burden, said that it had hired the consulting firm
AlixPartners to supervise its restructuring.

The assignment will be led by Lisa J. Donahue --
ldonahue@alixpartners.com -- the head of AlixPartners' turnaround
and restructuring practice, the authority said in an announcement,
according to DealBook.

The report notes that the hiring of a chief restructuring officer
was part of a deal reached last month between the electric
authority and its creditors.

The authority, which faces a severe cash strain and a mountain of
debt, agreed with its lenders to complete a restructuring by next
March.

Prepa faced payments this summer that it could not pay on US$671
million in loans to a group of Wall Street lenders, the report
discloses.  The lenders, including Citigroup, gave the authority
more time to make the payments and restructure its finances, the
report relates.


Prepa produces power with oil, which is extremely costly. It has
long sought a shift to other power sources, particularly natural
gas, but has spent so much on both the oil and debt payments that
it has little left over to convert power plants, notes DealBook.
Its oil-based electricity, which costs twice as much as
electricity on the mainland United States, has become so expensive
that high electric bills have forced some small businesses to
close.

The report discloses that the showdown between Prepa and its
lenders came weeks after Puerto Rico enacted a law that allowed
many of its public corporations to restructure their debts.

Like states, Puerto Rico is not allowed to file for federal
bankruptcy protection, making any restructuring a challenge.

Several Wall Street restructuring specialists, including the law
firm Cleary Gottlieb Steen & Hamilton and the advisory boutique
Millstein & Company, have already taken up assignments working for
various Puerto Rican entities, the report relates.

The report says that overseeing Prepa's restructuring is the
latest significant assignment for AlixPartners, one of several
consulting firms whose specialties include helping reorganize
troubled companies.  The consultancy played a prominent role in
the restructuring of General Motors during the carmaker's
government-sponsored bankruptcy five years ago, the report relays.

Ms. Donahue's previous assignments include advising the oil and
gas company SemGroup and the power producer Calpine, the report
adds.

                       *     *     *

The Troubled Company Reporter - Latin America, on Aug. 4, 2014,
reported that Standard & Poor's Ratings Services has lowered its
rating on Puerto Rico Electric Power Authority's (PREPA) power
revenue bonds two notches to 'CCC' from 'B-'.  The rating remains
on CreditWatch with negative implications, where S&P originally
placed it June 18, 2014.  S&P said the absence of an overarching
solution to liquidity issues and the structural imbalance among
its revenues, operating expenses and debt service commitments
suggests an increasing likelihood that the authority will not be
able to satisfy debt service obligations on time and will avail
itself of the Puerto Rico Public Corporation Debt Enforcement and
Recovery Act, signed into law June 28, 2014, and restructure all
or portions of its debt.


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


CORPORACION ELECTRICA: Fitch Affirms 'B' Issuer Default Ratings
---------------------------------------------------------------
Fitch Ratings has affirmed Corporacion Electrica Nacional S.A.'s
(CORPOELEC) local and foreign currency Issuer Default Ratings
(IDRs) at 'B'. The Rating Outlook remains Negative.


Key Rating Drivers

CORPOELEC's ratings reflect the company's strong linkage to the
government of Venezuela (rated 'B'/Outlook Negative by Fitch),
given its tight integration into the public sector determined by
its 100% public ownership and its dependence on public funding to
carry on its day to day operations, honor its financial
obligations and finance its capital expenditure needs;

The ratings also reflect the environment of weak administrative
control under which CORPOELEC conducts its operations. The poor
quality of its financial and accounting information has prevented
the Auditors from issuing an opinion on the company's financial
statements for the period 2009 - 2012.  Audited financial
statements were not available for FY 2013.  The company's
monopolistic condition as the sole provider of electricity
services in the country (generation, transmission, distribution
and retail) is also factored in on the Rating

The Negative Outlook reflects Venezuela's weakening policy
framework due to increased vulnerability to commodity price shocks
and deterioration in fiscal and external credit metrics. The lack
of sustained and coherent policy adjustments could lead to further
erosion in external buffers, macroeconomic and financial
instability, and exacerbate the risk of social unrest given the
high level of political polarization.

Ratings Linked to the Government

CORPOELEC's credit profile reflects its strong credit linkage with
the Republic of Venezuela as the latter is closely integrated
within the public sector. The company's sole shareholder is the
Ministry of Popular Power for Electricity (MPPE), which has a
public mandate to operate the nation's electricity sector
according to its planning directives and heavily depends on public
sector transfers and subsidies for the sustainability of its
operations. The company receives explicit support from both the
Central Government, through operational and capital expenditure
allocations contained in the nation's budget and from PDVSA in the
form of subsidized fuel costs.

Poor Quality of Information

CORPOELEC recently made available its audited consolidated
financial statements for the period 2009 - 2012. The auditor, in
each instance (Ernst & Young, KPMG), could not issue an opinion on
the reasonability of the statements given the weaknesses observed
in the administrative control environment and lack of accounting
support to establish an opinion on key components of the company's
financial statements. At the time of publication the company did
not make available its audited financial statements for FY 2013
nor preliminary financial statements for 2014.

Monopolistic Position

CORPOELEC is a vertically integrated public utility in charge of
the operation of the country's electricity assets and the
provision of electricity services in Venezuela. The company
absorbed all generation assets and transmission, distribution and
retail infrastructure in the country during the period 2010 -
2011, affording it an installed capacity of 27,691 MW (54% Hidro,
46% Thermo) and a client base of 6.2 million users by December
2013. CORPOELEC's monopolistic position conveys the company
strategic relevance to the country; given the essential nature of
the service provided and the sector's correlation with GDP growth.

Operational Results Impacted by Tariff Lag

The State's control of CORPOELEC exposes the company to political
interference on its day to day operations. Tariffs are set by the
MPPE and are expected to continue below the level necessary to
allow for cost recovery. Tariffs had been frozen since 2002 but
recently the MPPE has implemented tariff adjustments of 26% and
13% to residential and non-residential costumers during 2013 in
its efforts to try to diminish its operational deficit. In spite
of these price adjustments CORPOELEC continued to post a large
operational deficit before government's current transfers as
evidenced by proforma results for FY 2013 (EBITDA of Bs. -13.850
million by Dec. 31, 2013).

As a result, Fitch expects CORPOELEC's dependence on public
funding to remain unchanged going forward, thereby preserving the
linkage to the sovereign as its standalone credit profile
deteriorates over time due to low tariffs preventing the recovery
of operational costs.

Sovereign Support Needed to Fund CAPEX:

By the end of fiscal year 2013 CORPOELEC executed USD1.667 million
in CAPEX mostly to incorporate to the SEN 3.869 MW, 50% of which
were new MW additions and the balance were refurbished existing
assets. This level of CAPEX was below the USD3.3 billion executed
in 2012 and may point to the overall fiscal problems faced by the
current administration in securing sources of financing to meet
its budget needs.

This capex was financed with transfers coming from the public
sector, including entities such as Fonden, Fondo Miranda, Fondo
Conjunto Chino Venezolano, MPPE and PDVSA. For the year 2014 it is
expected that CORPOELEC's CAPEX will continue to be financed with
capital transfers as the perpetuation of the tariff lag will again
translate into negative EBITDA generation. The company expects to
incorporate 2.457 MW in 2014, of which 462MW will be
hydroelectric, 1.945 MW thermo and the balance alternative energy
assets.

Rating Sensitivities

The key rating triggers that could lead to a negative rating
action include:

-- A downgrade of the sovereign;
-- Lack of financial support coming from the central government
and its agencies in order to allow CORPOELEC to service its
financial obligations on a timely basis, particularly the EDC
bonds maturing in October 2014 (USD 13,6 million) and October 2018
(USD 650 million).

Fitch has affirmed CORPOELEC's ratings as follows:

-- Local Currency IDR at 'B';
-- Foreign Currency IDR at 'B';
-- National Long-Term Rating at 'AAA(ven)';
-- National Short-Term Rating at 'F1+(ven)';
-- EDC's USD663 million senior unsecured bond issuances due 2014
and 2018 at 'B/RR4'.

The Rating Outlook is Negative

CORPOELEC is a 100% government owned company created by virtue of
the Decree # 5.330, with rank of Organic Public Law, published on
July 31, 2007.  This decree mandates the nationalization and
reorganization of the Venezuelan electricity sector by
centralizing all generation, transmission and distribution assets
in order to improve coordination in the use of primary energy
sources, generation dispatch and general infrastructure use, thus
ensuring the accomplishment of the Government's strategic plans
for the sector and the economy as a whole.


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


* BOND PRICING: For the Week From September 1 to September 5, 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 * * *