TCRLA_Public/160603.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

            Friday, June 3, 2016, Vol. 17, No. 109


                            Headlines



B R A Z I L

BANCO INDUSVAL: S&P Cuts Ratings to 'B-/C' then Withdraws Rating
BRAZIL: Economy Shrinks for Fifth Consecutive Quarter
ELDORADO BRASIL: S&P Assigns 'B+' CCR; Outlook Stable
PARANAPANEMA SA: S&P Lowers CCR to 'CCC-' then Withdraws Rating


C A Y M A N  I S L A N D S

AGCF OS: Placed Under Voluntary Wind-Up
AGHF OS: Placed Under Voluntary Wind-Up
AGOF OS: Placed Under Voluntary Wind-Up
LIMEROCK III: Creditors' Proofs of Debt Due June 15
MAREA TB I: Creditors' Proofs of Debt Due June 15

NEBULAE HOLDINGS: Shareholders' Final Meeting Set for June 14
NOMAD TB I: Creditors' Proofs of Debt Due June 15
NORTH END: Creditors' Proofs of Debt Due June 15
RITCHIE RML: Placed Under Voluntary Wind-Up
RITCHIE RSS: Placed Under Voluntary Wind-Up


J A M A I C A

DIGICEL GROUP: Completes US$45MM Network Upgrade in El Salvador
JAMAICA: PM Says Future Tax Reforms Could Lead to Fewer Taxes


M E X I C O

BANCO AHORRO: S&P Puts 'B' Rating on CreditWatch Negative
GRUPO FAMSA: S&P Puts 'B' Rating on CreditWatch Negative


P E R U

SAN MIGUEL: Moody's Affirms Ba2 GS CFR; Revises Outlook to Stable


P U E R T O    R I C O

AEROPOSTALE INC: Tax Authorities Oppose Financing Motion
AEROPOSTALE INC: Texas Taxing Agencies Object to Asset Sale


V E N E Z U E L A

VENEZUELA: Venezuelans to Benefit From Incoming Supply of Goods


                            - - - - -


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


BANCO INDUSVAL: S&P Cuts Ratings to 'B-/C' then Withdraws Rating
----------------------------------------------------------------
S&P Global Ratings lowered its global scale ratings on Banco
Indusval & Partners S.A. (BI&P) to 'B-/C' from 'B/B'.  At the same
time, S&P lowered its national scale ratings on the bank to
'brB/brC' from 'brBB-/brB'.  S&P also withdrew ratings at the
issuer's request.  At the time of the withdrawal, the outlook was
negative.

The downgrade of BI&P reflects S&P's revised assessment of its
business position to weak (-3) from weak (-2) due to the bank's
deteriorating business stability.  The ratings also reflect BI&P's
moderate capital and earnings (with a forecasted risk-adjusted
capital [RAC] ratio of about 5.4% for the next two years),
moderate risk position, below-average funding, and adequate
liquidity.

In response to Brazil's deepening recession, the bank decided to
deleverage its portfolio in the past 15 months.  As a result, its
loan portfolio shrunk around 47%. In turn, the bank's operating
revenue decreased around 36% year over year.  Despite higher fee-
based revenue from its brokerage company (Guide Investimentos),
S&P believe sBI&P was unable to compensate for lower lending
revenue, leading to another year of operating losses.  The bank
intends to expand its loan portfolio because it anticipates that
economy will start recovering in 2017.  Still, S&P believes
posting a profitable year-end result, stemming from improved
revenue, is the bank's main challenge.

S&P's assessment of the bank's capital and earnings reflected its
moderate capital ratios.  According to S&P's risk-adjusted capital
framework methodology, it expects an average 5.5% ratio for the
next two years as the bank continues to implement its conservative
lending growth strategy.  Management's decision to restrict
lending in 2015 to protect the bank against eventual spikes in
delinquency relieved pressure on its RAC.  However, increasing
economic risk in Brazil and its weaker credit quality have raised
risk charges under S&P's RAC framework.  S&P expects the bank's
lending to gradually start growing and to increase its fee-based
revenue base as Guide Investimentos continues to expand.  Still,
S&P continues to view BI&P's profitability as very low, given
operating losses since 2013.

"We viewed the bank's risk position as moderate.  We believe
BI&P's weaker asset quality is mostly related to the default of
one of its largest clients, Ceagro Agricola (D/--/--), a Brazil-
based pure commodity trading company.  Excluding this client,
BI&P's asset quality metrics were still in line with those of its
peers with the moderate capital and earnings score.  As of March
2016, the bank's adjusted nonperforming loans (excluding Ceagro)
accounted for 3.9% of total loans (from 12.9% exluding
adjustments), and its adjusted net charge-offs to total loans were
3.3%.  We believe the bank's segment and client concentration
weakened its risk position and made it vulnerable to Brazil's
rapidly cooling economy.  Currently, BI&P's agribusiness exposure
represents around 30% of its total loans, and its 20 largest
clients represent 25.5% of total loans, up from 20.5% at the end
of 2014.  However, the bank's decision to deleverage its customer
loans and focus on fee-based products in 2015 mitigated these
risks," S&P said.

"The moderate score on BI&P's funding and liquidity stems from an
adequate liquidity position and below-average funding profile.  As
of March 2016, the bank's stable funding ratio reached 147%;
however, we still consider its funding to be below average because
we believe that BI&P's funding base was narrower than the industry
average.  However, the bank's funding base is more retail oriented
than those of other domestic small and midsize banks, which we
viewed as credit strength.  BI&P's main funding source is core
customer deposits, which accounted for 91% of its total funding
base as of March 2016, almost 50% of which consists of retail
deposits.  The bank's remaining funding sources are borrowings
from abroad and on-lending from the Brazilian Development National
Bank (BNDES).  We viewed BI&P's liquidity as adequate.  The bank's
broad liquid assets totaled R$1.4 billion as of March 2016,
covering 90% of its short-term customer deposit base, which
reflects its prudent liquidity management.  In addition, BI&P's
broad liquid assets, which are larger than those of its peers,
covered its short-term wholesale funding by 6.8x, as of March
2016.  We expect the bank's liquidity to remain adequate," S&P
noted.


BRAZIL: Economy Shrinks for Fifth Consecutive Quarter
-----------------------------------------------------
RJR News reports that Brazil's economy continued to shrink in the
first quarter of 2016, contracting by 0.3%.  It was the fifth
consecutive quarter in which the economy has shrunk, according to
RJR News.

Brazil's GDP also fell by 5.4% -- which was also better than the
6.1% contraction forecast, the report notes.  The Brazilian
economy is now expected to contract by 4.3% this year, the report
relays.

Hit with the worst recession in decades, Brazil is also grappling
with political crisis, following the removal of President Dilma
Rousseff from office, pending an impeachment trial, the report
notes.

As reported in the Troubled Company Reporter-Latin America on
March 29, 2016, severe contraction that was preceded by several
years of below-trend growth has impaired Brazil's (Ba2 negative)
underlying economic strength, despite the country's large and
diversified economy, says Moody's Investors Service.  The
country's credit rating is also coming under pressure from the
government's high level of mandatory spending.


ELDORADO BRASIL: S&P Assigns 'B+' CCR; Outlook Stable
-----------------------------------------------------
S&P Global Ratings assigned its 'B+' long-term corporate credit
rating on Eldorado Brasil Celulose S.A.  In addition, S&P assigned
its 'B' short-term corporate credit rating on the company.  The
outlook is stable.  The existing 'brBBB' Brazilian national scale
rating on the company remains unchanged.

The 'B+' rating on Eldorado incorporates its competitive cost
structure thanks to its access to highly productive forest, a new
state-of-the-art production unit, and efficient logistics.  The
mitigating factors are the company's narrow range of business
units and productive assets, and smaller scale than those of its
global peers.  The rating also reflects the company's stronger
capital structure and lighter balance sheet due to a weaker
Brazilian real--which depreciated 50% in 2015--healthy pulp
prices, and decreasing wood and logistic costs after the
successful ramp-up of Eldorado's first 1.7 million tons per year
(mtpy) pulp mill.  These factors boosted Eldorado's adjusted
EBITDA generation to R$2.1 billion in the past 12 months as of
March 2016 from R$1 billion in the same period of 2015.  S&P
expects that the favorable conditions for Brazilian exporters,
including for Eldorado, will persist in the short to medium term.

In addition, the company has been intensifying harvesting
activities at its forests, which are closer to the mill, thus
reducing average transport distances.  At the same time, Eldorado
is benefiting from the start of the operations of its own terminal
port in the city of Santos and from lower logistics costs by
transporting part of its pulp production through containers at
competitive prices.  S&P expects costs to fall further until the
planned second production line at the existing Tres Lagoas mill
(project Vanguarda 2.0) becomes operational in 2019, when the
company will increase its use of wood through third parties at the
start-up stage.


PARANAPANEMA SA: S&P Lowers CCR to 'CCC-' then Withdraws Rating
---------------------------------------------------------------
S&P Global Ratings lowered its corporate credit ratings assigned
to Paranapanema S.A. on the global scale to 'CCC-' from 'B' and on
the national scale to 'brCCC-' from 'brBB-'.  Subsequently, S&P
has withdrew the ratings at the company's request.  At the time of
the withdrawal, the ratings were on CreditWatch with negative
implications.

Paranapanema announced that it has hired an advisory firm to
implement measures to improve the company's capital structure.
S&P believes that such measures include renegotiating terms and
conditions with current debt holders, which would likely result in
a debt restructuring.  Paranapanema continues to face challenges
due to the weak economic conditions in Brazil, which have affected
demand for its products and decreased credit availability that
would allow the company to refinance maturing debt and fund raw
material purchases.  In that sense, S&P expects additional working
capital needs to lead to greater cash consumption than previously
expected, likely adding refinancing risks.  Therefore, S&P
anticipates that any debt restructuring negotiations could be
considered distressed and tantamount to a default.

Paranapanema's liquidity is now weak, following the declining
availability of credit to refinance its debt and fund raw material
purchases.  As a result, the company may use a meaningful portion
of its cash position by the end of March 2016, to deal with
working capital needs and debt amortizations, which continue to be
sizable in the short term, while about R$250 million of its cash
remains restricted since it has been provided as collateral for
energy purchase contracts.  At the time of the withdrawal, the
CreditWatch negative reflected S&P's view that it could further
downgrade the company over the next six months if Paranapanema
announces a restructuring of its debts that S&P would most likely
assess as distressed or equivalent to a default.


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


AGCF OS: Placed Under Voluntary Wind-Up
---------------------------------------
On May 13, 2016, the shareholders of AGCF OS SLP, Ltd. resolved to
voluntarily wind up the company's operations.

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

The company's liquidator is:

          Alden Global Capital LLC
          c/o Tim Cone
          Telephone: +1 (345) 949 9876
          Facsimile: +1 (345) 949-9877
          Ogier 89 Nexus Way
          Camana Bay Grand Cayman KY1-9009
          Cayman Islands


AGHF OS: Placed Under Voluntary Wind-Up
---------------------------------------
On May 13, 2016, the shareholders of AGHF OS SLP, Ltd. resolved to
voluntarily wind up the company's operations.

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

The company's liquidator is:

          Alden Global Capital LLC
          c/o Tim Cone
          Telephone: +1 (345) 949 9876
          Facsimile: +1 (345) 949-9877
          Ogier 89 Nexus Way
          Camana Bay Grand Cayman KY1-9009
          Cayman Islands


AGOF OS: Placed Under Voluntary Wind-Up
---------------------------------------
On May 13, 2016, the shareholders of AGOF OS SLP, Ltd. resolved to
voluntarily wind up the company's operations.

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

The company's liquidator is:

          Alden Global Capital LLC
          c/o Tim Cone
          Telephone: +1 (345) 949 9876
          Facsimile: +1 (345) 949-9877
          Ogier 89 Nexus Way
          Camana Bay Grand Cayman KY1-9009
          Cayman Islands


LIMEROCK III: Creditors' Proofs of Debt Due June 15
---------------------------------------------------
The creditors of Limerock III TB I, Ltd. are required to file
their proofs of debt by June 15, 2016, to be included in the
company's dividend distribution.

The company commenced liquidation proceedings on May 12, 2016.

The company's liquidator is:

          Andre Slabbert
          Estera Trust (Cayman) Limited
          c/o Estera Trust (Cayman) Limited
          75 Fort Street
          PO Box 1350 Grand Cayman KY1-1108
          Cayman Islands
          Telephone: +1 (345) 949 4900


MAREA TB I: Creditors' Proofs of Debt Due June 15
-------------------------------------------------
The creditors of Marea TB I, Ltd. are required to file their
proofs of debt by June 15, 2016, to be included in the company's
dividend distribution.

The company commenced liquidation proceedings on May 12, 2016.

The company's liquidator is:

          Andre Slabbert
          Estera Trust (Cayman) Limited
          c/o Estera Trust (Cayman) Limited
          75 Fort Street
          PO Box 1350 Grand Cayman KY1-1108
          Cayman Islands
          Telephone: +1 (345) 949 4900


NEBULAE HOLDINGS: Shareholders' Final Meeting Set for June 14
-------------------------------------------------------------
The shareholders of Nebulae Holdings Ltd. will hold their final
meeting on June 14, 2016, at 9:00 a.m., to receive the
liquidator's report on the company's wind-up proceedings and
property disposal.

The company commenced liquidation proceedings on April 19, 2016.

The company's liquidator is:

          Elian Fiduciary Services (Cayman) Limited
          Lynden John Tamara Hill
          e-mail lynden.john@elian.com
          Telephone: +1 (345) 815.1456


NOMAD TB I: Creditors' Proofs of Debt Due June 15
-------------------------------------------------
The creditors of Nomad TB I, Ltd. are required to file their
proofs of debt by June 15, 2016, to be included in the company's
dividend distribution.

The company commenced liquidation proceedings on May 12, 2016.

The company's liquidator is:

          Andre Slabbert
          Estera Trust (Cayman) Limited
          c/o Estera Trust (Cayman) Limited
          75 Fort Street
          PO Box 1350 Grand Cayman KY1-1108
          Cayman Islands
          Telephone: +1 (345) 949 4900


NORTH END: Creditors' Proofs of Debt Due June 15
------------------------------------------------
The creditors of North End TB I, Ltd. are required to file their
proofs of debt by June 15, 2016, to be included in the company's
dividend distribution.

The company commenced liquidation proceedings on May 12, 2016.

The company's liquidator is:

          Andre Slabbert
          Estera Trust (Cayman) Limited
          c/o Estera Trust (Cayman) Limited
          75 Fort Street
          PO Box 1350 Grand Cayman KY1-1108
          Cayman Islands
          Telephone: +1 (345) 949 4900


RITCHIE RML: Placed Under Voluntary Wind-Up
-------------------------------------------
On May 10, 2016, the shareholders of Ritchie RML Capital II, Ltd.
resolved to voluntarily wind up the company's operations.

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

The company's liquidator is:

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


RITCHIE RSS: Placed Under Voluntary Wind-Up
-------------------------------------------
On May 10, 2016, the shareholders of Ritchie RSS Ventures, Ltd.
resolved to voluntarily wind up the company's operations.

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

The company's liquidator is:

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


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


DIGICEL GROUP: Completes US$45MM Network Upgrade in El Salvador
---------------------------------------------------------------
RJR News reports that telecommunications company Digicel recently
completed a US$45 million effort to upgrade and expand its network
in El Salvador.

Peter Lloyd, Group Marketing Director for Digicel, said the
Central American country is a key focus for Digicel this year,
according to RJR News.

The investment means Digicel now offers the best and fastest 4G
connectivity to El Salvador customers, the report notes.

Additionally, a range of new products and services are being
launched, including a flat rate of 12 cents per minute for prepaid
customers to call any network, and free access to Facebook, the
report adds.

As reported in the Troubled Company Reporter-Latin America on
May 27, Fitch Ratings has affirmed the ratings of Digicel Group
Limited (DGL) and its subsidiaries Digicel Limited (DL) and
Digicel International Finance Limited (DIFL), collectively
referred to as 'Digicel' as follows.

DGL
-- Long-Term Issuer Default Rating (IDR) at 'B'; Stable Outlook;
-- $US 2.0 billion 8.25% senior subordinated notes due 2020 at
    'B-/RR5';
-- $US 1 billion 7.125% senior unsecured notes due 2022 at
    'B-/RR5'.

DL
-- Long-Term IDR at 'B'; Stable Outlook;
-- $US 250 million 7% senior notes due 2020 at 'B/RR4';
-- $US 1.3 billion 6% senior notes due 2021 at 'B/RR4';
-- $US 925 million 6.75% senior notes due 2023 at 'B/RR4';

DIFL
-- Long-Term IDR at 'B'; Stable Outlook;
-- Senior secured credit facility at 'B+/RR3'.

The Rating Outlook is Stable.


JAMAICA: PM Says Future Tax Reforms Could Lead to Fewer Taxes
-------------------------------------------------------------
RJR News reports that Jamaica Prime Minister Andrew Holness has
indicated that future tax reforms in Jamaica could result in fewer
taxes being paid.

Mr. Holness made the statement in an interview with RJR News.

"We've already started looking at a number of other measures,
certainly the number of taxes that the tax payer has to contend
with -- the length of time that we spend in terms of paying taxes
and the level of taxation -- from those three perspectives, work
is being done," the report quoted Mr. Holness as saying.

Mr. Holness said the recent announcement of an increase in the tax
threshold to J$1 million next month and $1.5 million dollars on
April 1, 2017 was just a start, the report notes.

The Prime Minister said the reforms being undertaken could result
eventually in no income tax being paid in Jamaica, with those
being replaced by indirect taxes, the report adds.

                             *     *     *

As reported in the Troubled Company Reporter-Latin America on Feb.
15, 2016, Fitch Ratings has upgraded Jamaica's Long-term foreign
and local currency IDRs to 'B' from 'B-' and revised the Rating
Outlooks to Stable from Positive.  In addition, Fitch upgraded
Jamaica's senior unsecured Foreign- and Local-Currency bonds to
'B' from 'B-'.  The Country Ceiling has been affirmed at 'B' and
the Short- Term Foreign-Currency IDR affirmed at 'B'.


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


BANCO AHORRO: S&P Puts 'B' Rating on CreditWatch Negative
---------------------------------------------------------
S&P Global Ratings said it had placed its 'B' global and
'mxBBB-/mxA-3' national scale ratings on Mexican-based niche bank
Banco Ahorro Famsa, S.A. (BAF) on CreditWatch with negative
implications.  At the same time, S&P affirmed all ratings.

The rating action on BAF follows a similar action on Grupo Famsa
S.A.B. de C.V. (Grupo Famsa; B/Watch Neg/--), which directly owns
100% of BAF.  S&P maintains its view of BAF as core entity of
Grupo Famsa.

The CreditWatch listing reflects S&P's concerns regarding Grupo
Famsa's corporate governance, particularly its risk management
standards and internal controls.  This follows the issuer's
announcements that it created MXN5.09 billion of reserves to cover
overdue receivables.

The ratings on BAF continue to reflect its core status to Grupo
Famsa, since BAF's business activities are mainly related to the
group.  Also, BAF offers most of its products through the group's
stores, and it draws a customer base from its other subsidiaries
and suppliers.  The bank has a weak business position, adequate
capital and earnings, very weak risk position, average funding and
adequate liquidity, in our opinion.  The bank's stand-alone credit
profile is 'b-'.

The negative implications of the CreditWatch listing on the global
scale ratings reflect those of its parent, Grupo Famsa, since S&P
considers it a core subsidiary.  The ratings will therefore move
in tandem with those on the parent.

S&P will resolve the CreditWatch placement once it completes a
comprehensive review of its management and governance.


GRUPO FAMSA: S&P Puts 'B' Rating on CreditWatch Negative
--------------------------------------------------------
S&P Global Ratings said that it had placed its 'B' global and
'mxBBB-' national scale ratings on Mexican retailer Grupo Famsa,
S.A.B. de C.V. (GFamsa) on CreditWatch with negative implications.

The CreditWatch listing reflects S&P's concerns regarding GFamsa's
corporate governance, particularly its risk management standards
and internal controls.  This follows the issuer's announcement
that it created a MXN5.09 billion reserves to cover overdue
receivables.

Although S&P continues to view that the creation of the reserves
does not have an immediate impact on S&P's assessment of GFamsa's
financial risk profile, which is aggressive, S&P considers that
weakness in the company's management and governance could result
in negative implications to the company's risk profile.

GFamsa's controlling shareholder provided an unconditional
guarantee to bring comfort to stakeholders.  However, S&P
considers that these events could constrain the company's access
to external funding and further weaken its liquidity, which S&P
assess as less than adequate.

S&P will resolve the CreditWatch once it completes a comprehensive
review of GFamsa's management and governance and its liquidity.


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


SAN MIGUEL: Moody's Affirms Ba2 GS CFR; Revises Outlook to Stable
-----------------------------------------------------------------
Moody's Investors Service has changed San Miguel Industrias PET
S.A.'s outlook to stable from negative. At the same time, Moody's
has affirmed SMI's Ba2 global scale corporate family rating and
the Ba2 rating at its $US 200 million Senior Unsecured Notes due
2020.

RATINGS RATIONALE

The change in the outlook to stable from negative is supported by
SMI's improving credit metrics overall, specially its operating
margins and the adjusted leverage ratio that was reduced to 3.9 as
of December 2015 vs 5.2x as previous year. In addition, the
company has been able to maintain its strong dominant position as
a leading player in the production of diversified PET preforms and
bottles for the food & beverage and consumer markets, mainly in
Peru, as well as its increasing geographical diversification in
Latam.

The Ba2 rating continues to reflect SMI's ability to pass through
costs to customers avoiding material impacts on operating margins.
The ratings consider SMI's advantageous position from its
intensive use of modern technology and the existence of long term
contract agreements with its main clients. Also incorporated in
the ratings is its ownership by large conglomerate Intercorp Peru
Ltd. (Ba2 stable), which also owns one of the largest banks in
Peru, Interbank (Baa2 stable).

Moody's believes that SMI's business model based on long term
commercial agreements with main bottlers and in-house operations
increases switching costs and secures a sizeable channel of sales.
Nevertheless, the Ba2 rating is still mainly constrained by the
company's reduced size and scale as compared to global industry
peers and its production reliance on a limited number of raw
materials, especially resin, which potentially exposes it to
downside risks in a shortage scenario.

Moody's cautions that a rating downgrade could be triggered if the
company's credit metrics deteriorate materially whether due to
operating difficulties or any potential deterioration in its
market leading position. Specifically, a downgrade could result if
adjusted leverage is above 4.5 times and EBIT/Interest expense
ratio below 3 times for an extended period.

The ratings could experience upward pressure if the company were
to increase its size and scale while sustaining its operating
margins, its market position and improving its financial profile.

Headquartered in Lima, Peru, San Miguel Industrias PET S.A
('SMI'), is a Peruvian manufacturer and distributor of
Polyethylene Terephthalate (PET plastic) preforms and bottles
utilized in food & beverage and consumer markets. With operations
in Peru, Ecuador, Panama, El Salvador and Colombia, the company
also possess two new recycling PET resin plants in LatAm As of
last fiscal year ended December 31, 2015, SMI reports total
revenues of $US 199 million.


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


AEROPOSTALE INC: Tax Authorities Oppose Financing Motion
--------------------------------------------------------
The Texas Tax Authorities object to Aeropostale, Inc., and its
debtor affiliates' motion for authority to obtain financing,
complaining that the Debtors have failed to demonstrate that the
liens of the Texas Tax Authorities are adequately protected and
ask the Court to order appropriate provisions to assure the
protection of the position of these secured tax creditors.

The Texas Tax Authorities point out that, "The Texas Tax
Authorities' liens constitute "Other Prepetition Senior Liens" as
defined in the Interim Order on the Financing Motion.  As such,
the liens of the DIP lenders do not prime or subordinate the tax
liens.  However, Paragraph H of the Interim Order provides that
"All proceeds of a sale or other disposition of the DIP Collateral
. . . shall be applied to reduce the DIP Obligations pursuant and
subject to the provisions of the DIP Credit Agreement."  It is
further provided in Paragraph 2(d) that "no such amounts received
by any DIP Secured Party or applied to the DIP Obligations shall
be subject to disgorgement. . ."

The Texas Tax Authorities say they object to the use of their
collateral to pay any other creditors of this estate, unless and
until their claims are paid in full.  The Texas Tax Authorities
further assert that absent their consent, a segregated account
must be established from the sale proceeds to comply with the
requirements of Section 363(c)(4).

Counsel for the Texas Tax Authorities

       Joshua S. Bauchner, Esq.
       ANSELL GRIMM & AARON, P.C.
       365 Rifle Camp Road
       Woodland Park, New Jersey 07424
       Telephone: (973) 247-9000
       Facsimile: (973) 247-9199
       Email: jb@ansellgrimm.com

       -- and --

       Elizabeth Weller, Esq.
       LINEBARGER GOGGAN BLAIR & SAMPSON, LLP
       2777 N. Stemmons Fwy., Ste. 1000
       Dallas, TX 75207
       Telephone: (469)221-5075
       Facsimile: (469)221-5003
       Email: BethW@publicans.com

                  About Aeropostale, Inc.

Aeropostale, Inc. is a specialty retailer of casual apparel and
accessories, principally serving young women and men through its
Aeropostale(R) and Aeropostale Factory(TM) stores and website and
4 to 12 year-olds through its P.S. from Aeropostale stores and
website.  The Company provides customers with a focused selection
of high quality fashion and fashion basic merchandise at
compelling values in an exciting and customer friendly store
environment.  Aeropostale maintains control over its proprietary
brands by designing, sourcing, marketing and selling all of its
own merchandise.  As of May 1, 2016 the Company operated 739
Aeropostale(R) stores in 50 states and Puerto Rico, 41 Aeropostale
stores in Canada and 25 P.S. from Aeropostale(R) stores in 12
states.  In addition, pursuant to various licensing agreements,
the Company's licensees currently operate 322 Aeropostale(R) and
P.S. from Aeropostale(R) locations in the Middle East, Asia,
Europe, and Latin America.  Since November 2012, Aeropostale, Inc.
has operated GoJane.com, an online women's fashion footwear and
apparel retailer.

Aeropostale, Inc. and 10 of its affiliates each filed a voluntary
petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Lead Case No. 16-11275) on May 4, 2016.  The petitions were signed
by Marc G. Schuback as senior vice president, general counsel and
secretary.

The Debtors listed total assets of $354.38 million and total debts
of $390.02 million as of Jan. 30, 2016.

The Debtors have hired Weil, Gotshal & Manges LLP as counsel; FTI
Consulting, Inc. as restructuring advisor; Stifel, Nicolaus &
Company, Inc. and Miller Buckfire & Company LLC as investment
bankers; RCS Real Estate Advisors as real estate advisors;  Prime
Clerk LLC as claims and noticing agent; Stikeman Elliot LLP as
Canadian counsel; and Togut, Segal & Segal LLP as conflicts
counsel.

Judge Sean H. Lane is assigned to the cases.


AEROPOSTALE INC: Texas Taxing Agencies Object to Asset Sale
-----------------------------------------------------------
Certain Texas Taxing Authorities object to Aeropostale, Inc., and
its debtor affiliates' motion to sell to the extent the motion
fails to adequately protect their secured tax claims totaling
approximately $130,974 for tax year 2016 and ask the Court to
order appropriate provisions to assure the protection of the
position of these secured tax creditors.

The Texas Taxing Entities further object to the approval of a sale
on a credit bid in the event of a credit bid where there may be no
sale proceeds to which the tax liens can attach.  The Texas Taxing
Authorities complain that although the proposed order on the Sale
Motion provides that the tax liens of the Certain Texas Taxing
Authorities attach to the sale proceeds, however, this does not
adequately protect the tax lien claims of the Certain Texas Taxing
Authorities.

According to the Certain Texas Taxing Authorities, the Court, in
permitting the use of their cash collateral, should order the
Debtors to segregate and account for any cash collateral in
their possession, since they object to the use of their collateral
to pay any other creditors of the estate unless and until their
claims, including any interest thereon are paid in full.

Attorneys for the Certain Texas Taxing Authorities:

       Owen M. Sonik, Esq.
       PERDUE, BRANDON, FIELDER, COLLINS & MOTT, L.L.P.
       1235 North Loop West, Suite 600
       Houston, Texas 77008
       Telephone: (713) 862-1860
       Facsimile: (713) 862-1429
       Email: osonik@pbfcm.com

                      About Aeropostale, Inc.

Aeropostale, Inc. is a specialty retailer of casual apparel and
accessories, principally serving young women and men through its
Aeropostale(R) and Aeropostale Factory(TM) stores and website and
4 to 12 year-olds through its P.S. from Aeropostale stores and
website.  The Company provides customers with a focused selection
of high quality fashion and fashion basic merchandise at
compelling values in an exciting and customer friendly store
environment.  Aeropostale maintains control over its proprietary
brands by designing, sourcing, marketing and selling all of its
own merchandise.  As of May 1, 2016 the Company operated 739
Aeropostale(R) stores in 50 states and Puerto Rico, 41 Aeropostale
stores in Canada and 25 P.S. from Aeropostale(R) stores in 12
states.  In addition, pursuant to various licensing agreements,
the Company's licensees currently operate 322 Aeropostale(R) and
P.S. from Aeropostale(R) locations in the Middle East, Asia,
Europe, and Latin America.  Since November 2012, Aeropostale, Inc.
has operated GoJane.com, an online women's fashion footwear and
apparel retailer.

Aeropostale, Inc. and 10 of its affiliates each filed a voluntary
petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Lead Case No. 16-11275) on May 4, 2016.  The petitions were signed
by Marc G. Schuback as senior vice president, general counsel and
secretary.

The Debtors listed total assets of $354.38 million and total debts
of $390.02 million as of Jan. 30, 2016.

The Debtors have hired Weil, Gotshal & Manges LLP as counsel; FTI
Consulting, Inc. as restructuring advisor; Stifel, Nicolaus &
Company, Inc. and Miller Buckfire & Company LLC as investment
bankers; RCS Real Estate Advisors as real estate advisors;  Prime
Clerk LLC as claims and noticing agent; Stikeman Elliot LLP as
Canadian counsel; and Togut, Segal & Segal LLP as conflicts
counsel.

Judge Sean H. Lane is assigned to the cases.


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


VENEZUELA: Venezuelans to Benefit From Incoming Supply of Goods
---------------------------------------------------------------
Trinidad Express reports that twelve items have been shortlisted
to be shipped to economically depressed Venezuela, to meet the
country's demand for basic food items.

The items are expected to bring relief to about four million
citizens in the eastern part of the country, according to Trinidad
Express.

The goods to be shipped include chicken, tuna, white rice,
mayonnaise, margarine, flour, toilet paper, ketchup, bleach,
laundry soap and flour, the report notes.

The report relays that Venezuela has also asked for supplies of
cement bags as there is a shortage of bags at its ten cement
factories.

Minister of Trade Paula Gopee-Scoon said the items were chosen by
a Venezuelan delegation, which arrived in Trinidad, from a list of
300 locally manufactured items, the report adds.

As reported in the Troubled Company Reporter-Latin America on
March 8, 2016, Moody's Investors Service has affirmed Venezuela's
Caa3 issuer and government bond ratings and changed the outlook to
negative from stable.  The government's senior secured and senior
unsecured government bond ratings were affirmed at Caa3, as were
the senior unsecured shelf and MTN program ratings at (P)Caa3.


                            ***********


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 2016.  All rights reserved.  ISSN 1529-2746.

This material is copyrighted and any comillionercial 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
202-362-8552.


                   * * * End of Transmission * * *