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

            Thursday, September 1, 2016, Vol. 17, No. 173


                            Headlines



B A H A M A S

ULTRAPETROL (BAHAMAS): Releases Quarterly Earnings Results


B R A Z I L

BRAZIL: Dilma Rousseff Ousted in Historic Impeachment Vote
BRAZIL: Financial Markets Mixed After Rousseff's Ouster
BRAZIL: Economy Shrinks Again, says WSJ
ODEBRECHT SA: Hires Top Brazil Lawyer Munhoz for Restructuring


J A M A I C A

JAMAICA: Manufacturers Concerned About Continued Slide of Dollar
JAMAICA: BOJ Governor Warns of Risks in Credit Expansion


M E X I C O

MEXICO: July Trade Deficit Wider Than Expected, says WSJ


P U E R T O    R I C O

26 METAL RECYCLING: Voluntary Chapter 11 Case Summary
AEROPOSTALE INC: W. Agin Named Consumer Privacy Ombudsman
AEROPOSTALE INC: Sycamore Partners Confirms Bid for Retailer
AEROPOSTALE INC: General Growth et al. Said to Bid for 229 Stores
AEROPOSTALE INC: Court Refuses to Subordinate Term Lenders' Claims


V E N E Z U E L A

VENEZUELA: Cracks Down on Opposition Before Massive Rally


                            - - - - -


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B A H A M A S
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ULTRAPETROL (BAHAMAS): Releases Quarterly Earnings Results
----------------------------------------------------------
Community Financial News reports that Ultrapetrol (Bahamas)
Limited released its quarterly earnings results on Aug. 25.  The
company reported ($0.09) EPS for the quarter.

Ultrapetrol (NASDAQ:ULTR) traded down 7.32% on Thursday, Aug. 25,
hitting $0.38, according to Community Financial News.  The stock
had a trading volume of 65,180 shares, the report notes.  The
company's 50-day moving average price is $0.34 and its 200 day
moving average price is $0.28, the report relays.  The firm's
market cap is $53.48 million, the report discloses.  Ultrapetrol
has a one year low of $0.05 and a one year high of $0.82, the
report adds.

Ultrapetrol (Bahamas) Limited is an industrial shipping company
serving the marine transportation markets.  The Company serves the
shipping markets for grain, forest products, minerals, crude oil,
petroleum and refined petroleum products, as well as technological
products through its container feeder vessels, and the offshore
oil platform supply market through its operations in the three
segments of the marine transportation industry.

As reported in the Troubled Company Reporter - Latin America on
Aug. 9, 2016, S&P Global Ratings affirmed its 'D' corporate credit
and issue-level ratings on South American shipping company
Ultrapetrol (Bahamas) Ltd.


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B R A Z I L
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BRAZIL: Dilma Rousseff Ousted in Historic Impeachment Vote
----------------------------------------------------------
Paulo Trevisani & Reed Johnson at The Wall Street Journal report
that Dilma Rousseff, a former leftist guerrilla who defied a
dictatorship but struggled as Brazil's president, was removed from
office following an impeachment trial she condemned as a coup.

Far from ending Brazil's months long political crisis, her ouster
leaves the country's new leaders facing the same tattered economy
and angry, divided electorate that bedeviled Ms. Rousseff,
according to The Wall Street Journal.

Brazil's Senate voted 61-20 to convict Ms. Rousseff on charges
that she used illegal bookkeeping maneuvers to hide a growing
budget deficit, deemed an impeachable crime in a nation with a
history of hyperinflation and fiscal mismanagement, the report
relays.  Two-thirds of Brazil's 81 senators, or 54 votes, were
needed to remove Ms. Rousseff from power, the report notes.

The outcome was widely expected, though only partly because of the
legal evidence marshaled against her, the report discloses.  Well
before the trial's final phase opened, Ms. Rousseff's
administration had come under pressure over a brutal recession and
a massive corruption scandal at the state oil company that
splintered her political base and devastated her popular support,
the report says.  Her departure marks a humiliating end for
Brazil's first female president, and closes 13 years of rule by
her leftist Workers' Party, or PT.

Interim President Michel Temer, who served as vice president and
was among the many former allies to abandon Ms. Rousseff, will
finish out her second term, which runs through the end of 2018,
the report discloses.

Immediately following the impeachment vote, a separate Senate vote
failed to reach the two-thirds majority required to ban Ms.
Rousseff from holding public office for eight years, the report
says.

Since he took over as interim president in May, Mr. Temer, known
as an adroit backroom deal maker, has installed a new economic
team aimed at undoing many of Ms. Rousseff's policies. Brazil's
stock market and currency rallied on prospects of her ouster, the
report relays.

But many analysts say Mr. Temer has a very limited window of
opportunity to convince financial markets and fellow politicians
that he can pass tough austerity measures to set Brazil back on
course, the report notes.

Unemployment now stands at 11.6% while inflation is still hovering
near 9% after peaking at 10.7% in January. Trade unions and other
groups will resist cuts to entitlements such as pensions. Mr.
Temer and his party could absorb additional fallout from the
Petrobras investigation, the report relays.

Moreover, opinion polls show Mr. Temer and Ms. Rousseff are
equally disliked by the public, the report discloses. Protesters
carrying signs reading "Fora Temer" (Temer Out) popped up at the
Rio Games.

Regional elected officials, facing municipal elections this fall,
will be watching his administration warily, according to the
report.

"Impeachment does not change this scenario much," said Joao
Augusto de Castro Neves, a Eurasia Group analyst, notes WSJ. "It
eliminates the risk of Dilma returning, but [Temer] must deal with
the real problems of governance," he added.

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.


BRAZIL: Financial Markets Mixed After Rousseff's Ouster
-------------------------------------------------------
Rogerio Jelmayer at The Wall Street Journal reports that Brazil's
financial markets closed mixed Wednesday, Aug. 31, after the
country's Senate removed President Dilma Rousseff from office.

Most investors were expecting her ouster and the confirmation of a
more business-friendly politician, Michel Temer, in the country's
top political post, according to The Wall Street Journal.

"The impeachment was priced by the market in the past weeks and
now investors are looking at the challenges ahead faced by Temer,"
said Newton Rosa, chief economist at Sao Paulo-based asset-
management firm Sulamerica Investimentos, the report notes.

The Brazilian real closed at 3.2233 to the dollar, according to
Tullett Prebon via FactSet, after closing at 3.2450 on Tuesday,
Aug. 29, 2016, WSJ says.  The benchmark Ibovespa stock index
closed down 1.2%, the report notes.

So far this year, the Ibovespa is up more than 33%, while the real
has gained about 23% against the dollar, making it the world's
best-performing major currency in 2016, the report relays.

Brazil's Senate voted 61-20 earlier Wednesday, Aug. 31, to remove
Ms. Rousseff from office, bringing the months long impeachment
process to an end, the report notes.  She was the first president
in the country's history ousted from office via an impeachment
process. Her removal required a two-thirds majority, or 54 of
Brazil's 81 senators, the report relays.

Now, analysts say Mr. Temer's administration needs to adopt
unpopular structural measures, such as overhauls of the pension
system and labor market, to help rescue the economy from a deep
and prolonged recession, the report adds.

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.


BRAZIL: Economy Shrinks Again, says WSJ
---------------------------------------
Jeffrey T. Lewis and Rogerio Jelmayer at The Wall Street Journal
reports that Brazil's economy shrank again in the second quarter,
as the service and agriculture sectors retreated, in what
economists expect might be one of the last such contractions in
the country's current long recession.

Gross domestic product shrank 0.6% from the first quarter, its
sixth consecutive decline, and contracted 3.8% from the second
quarter of 2015, the Brazilian Institute of Geography and
Statistics said, according to The Wall Street Journal.  That was
slightly worse than expected, as the median estimate in a Wall
Street Journal survey of eight economists had projected a
contraction of 0.5%, says the report.

The country's agricultural sector contracted 2% in the second
quarter from the first, and 3.1% from a year earlier, while the
service sector shrank 0.8% and 3.3%, respectively, the report
relays.  Two bright spots in the report, however: Investment grew
0.4% from the previous quarter, ending 10 consecutive quarters of
contractions, while shrinking 8.8% from a year earlier, and
industry expanded 0.3% and shrank 3%, respectively, the report
notes.

Brazil has been beset by a combination of high inflation and
borrowing costs, political paralysis and growing government debt
and deficits, which have pushed Brazil into its worst economic
downturn since at least the Great Depression, recounts the
Journal.

Consumer spending has been hit by rising unemployment, which
reached 11.6% in the three-month period ended in July, from 8.6% a
year earlier, the report discloses.  The travails of former
President Dilma Rousseff, who was removed from office by a Senate
vote that came a few hours after the GDP numbers were reported,
sapped business confidence and contributed to a plunge in business
investment, the report adds.

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.


ODEBRECHT SA: Hires Top Brazil Lawyer Munhoz for Restructuring
--------------------------------------------------------------
Cristiane Lucchesi at Bloomberg News reports that Odebrecht SA,
the once-powerful Brazilian construction firm with BRL110 billion
($35.2 billion) in debt, hired Eduardo Munhoz, founding partner at
E.Munhoz Advogados, to help with the "company restructuring
process."

Mr. Munhoz was hired by the holding company about six months ago
and has been working with Odebrecht Agroindustrial on its
successful BRL13 billion-real debt restructuring for more than a
year, Odebrecht said in an e-mailed statement answering questions
from Bloomberg News.

The company, which is struggling to find the cash to pay for
projects already in its pipeline, is selling assets and "the
dialogue with banks continues in a positive way," Odebrecht SA
said, Bloomberg News notes.  It added that "a bankruptcy filing
isn't an alternative."

Odebrecht SA is aiming to raise as much as BRL12 billion through
divestments to pay down its debt, Bloomberg News notes.  In June,
the company said it hired Lazard Ltd. to "review its financial
strategy and improve the management of its investments," Bloomberg
News says.  The business generated earnings before interest,
taxes, depreciation and amortization of BRL20.8 billion
in 2015 and had BRL25.7 billion in cash at the end of last year,
it said, Bloomberg News notes.

The firm's difficulties started in June 2015, when Marcelo
Odebrecht, the conglomerate's former chief executive officer and a
controlling shareholder, began serving a 19-year prison sentence
on charges of colluding with other builders to pay kickbacks in
exchange for lucrative public works contracts in the so-called
Carwash Probe, Bloomberg News recalls.  The company declined to
comment on its shareholder plea bargain agreement.

Bloomberg News notes that Mr. Munhoz represented OGX Petroleo &
Gas Participacoes SA in the restructuring of $3.6 billion in
dollar bonds, the largest corporate debt failure in Latin America
until then.  Mr. Munhoz also advised on the bankruptcy filing
process of the construction company OAS SA.

Bloomberg News adds that Mr. Munhoz worked also on the successful
restructuring process of building company PDG Realty SA
Empreendimentos e Participacoes, which renegotiate BRL3.7 billion,
or 60 percent of its gross debt with the banks.


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J A M A I C A
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JAMAICA: Manufacturers Concerned About Continued Slide of Dollar
----------------------------------------------------------------
Trinidad Express reports that the Jamaica Manufacturers'
Association (JMA) expressed concern at the devaluation of the
local currency warning it could lead to reduce competitiveness and
increase prices for consumers.

"It remains disconcerting that to date, the Jamaican dollar has
seen a decline of 5.6 per cent since the start of the year,
trading at an average rate of J$127.25 to US$1,00," the JMA said
in a statement obtained by Trinidad Express.

The Jamaica dollar on Monday, Aug. 29 closed at J$127.44 to one US
dollar, up by eight cents, according to the Bank of Jamaica's
daily foreign exchange trading summary, the report notes.

The JMA said there was need for clear and decisive measures making
reference to the impact of a currency's gyrations on an economy is
far-reaching, for both consumers and businesses, the report
relays.

"While it has long been posited that real depreciation will
stimulate exports, a move yet to be manifested in the Jamaican
context, what is clear is that it affects import dependent
industries and consumers in the short term," the report relays.

The manufacturers noted the sector is one such industry, where
locally produced commodities are becoming more costly and less
competitive due to raw materials being sourced overseas, the
report says.

"While businesses will take measures to reduce the risk posed from
fluctuations, such measures will only temporarily mitigate the
adverse effects of fluctuations and will prove ineffective in the
long term" the JMA said, the report notes.

The report says that depreciation will also have an adverse impact
on the purchasing power of our consumers, leaving households with
less disposable income and also affecting our oil import bill and
subsequently electricity rates. If allowed to continue unimpeded,
it may fuel speculation, resulting in a loss of business and
consumer confidence that does nothing to inspire investment.  What
is evident is that there must be a discontinuance of 'business as
usual'."

The JMA advised the Andrew Holness government to reopen the
dialogue on the exchange rate regime most suitable for effective
currency management at this juncture, and review the current
methodology to suit the goals of our macro-economic policy and the
economic objectives we want to achieve, the report notes.

"We are fully signed on to the fact that we must not only grow our
domestic economy but we must also increase our exports
substantially. As business people, what we need is a stable dollar
and predictability to expand, compete, and create jobs to
ultimately grow the economy," JMA said, 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'.


JAMAICA: BOJ Governor Warns of Risks in Credit Expansion
--------------------------------------------------------
RJR News reports that the Brian Wynter, Governor of the Bank of
Jamaica (BOJ), has warned of an inflationary impact if there is an
imbalance in the growth in private sector credit.  Mr. Wynter said
there are risks if the expansion in credit is not accompanied by
increased production.

"Then, you'll see . . .. we are more likely to get an inflationary
impact, or an exchange rate and balance of payments problem that
then contributes to inflationary impact," Mr. Wynter explained
while speaking at the BOJ's quarterly press briefing, according to
RJR News.

Mr. Wynter clarified, however that there is no need for concern
regarding the 14.4% increase in private sector credit during the
12 months to June, declaring that "credit expansion to provide
steady growth of businesses that are investing to produce, that
creates more output and that is done in a productive way, is not
inflationary," the report relays.

That, Mr. Wynter said, is what the central bank and its technical
teams "will keep gauging as we look at the performance," 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'.


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M E X I C O
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MEXICO: July Trade Deficit Wider Than Expected, says WSJ
--------------------------------------------------------
Anthony Harrup, writing for the Wall Street Journal, reports that
Mexico's ran up a wider-than-expected trade deficit in July as
exports of petroleum and manufactured goods fell sharply from a
year earlier, partially offset by a decline in imports.

The report, citing the National Statistics Institute, said the
trade deficit last month was $1.83 billion, smaller than the $2.38
billion gap in July 2015 but wider than June's $524 million
shortfall.

Exports fell 9% from July 2015 to $29.77 billion, with oil
shipments down 22% and factory exports 9% lower. Imports dropped
9.9% to $31.6 billion, WSJ added.

The report notes that the deficit was wider than the $1.34 billion
median estimate of eight economists polled by The Wall Street
Journal, and brought the accumulated trade deficit for the first
seven months of the year to $8.94 billion.

Petroleum trade accounted for $1.4 billion of the deficit as
Mexico exported less crude oil than a year before at a lower
price, while gasoline imports continued to rise, according to the
report.

The Journal recounts that state oil company Petroleos Mexicanos
exported 1.146 million barrels a day of crude oil, compared with
1.187 million a year before. The average price was $38.27 per
barrel, down from $46.56 in July 2015.

Moreover, notes WSJ, exports of manufactured goods fell 9% to
$26.88 billion, led by a 10.5% decline in shipments abroad of
vehicles and auto parts, which account for almost a third of the
country's manufactured exports.

In seasonally adjusted terms, exports rose 0.5% from June, while
imports rose 0.8%, the statistics institute said, adds WSJ.



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26 METAL RECYCLING: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: 26 Metal Recycling Corp.
         705 Calle De Castro
         San Juan, PR 00909-3018

Case No.: 16-06840

Chapter 11 Petition Date: August 29, 2016

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Carlos Rodriguez Quesada, Esq.
                  CERQLAW
                  P O Box 9023115
                  San Juan, PR 00902-3115
                  Tel: 787 724-2867
                  E-mail: cerqlaw@gmail.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Judith Queliz Jimenez, president.

The Debtor did not include a list of its largest unsecured
creditors when it filed the petition.


AEROPOSTALE INC: W. Agin Named Consumer Privacy Ombudsman
---------------------------------------------------------
William K. Harrington, the United States Trustee for Southern
District of New York, appointed Warren E. Agin, Esq., a member of
Swiggart & Agin, LLC, as the Consumer Privacy Ombudsman in the
Chapter 11 bankruptcy case of Aeropostale, Inc., et al.

In the Verified Statement, Mr. Agin stated that neither he nor any
member of his firm holds or represent any interest adverse to the
estate of the debtors.  He says he has significant expertise
related to service as a privacy ombudsman, with experience in both
commercial bankruptcy and online privacy issues, and having
written and lectured on issues related to privacy and insolvency
since 2000.

Mr. Agin's current billing rate is $475 per hour for privacy
ombudsman proceedings. Any increases in the billing rate will be
provided in a written and filed notice to the Court, the Office of
the U.S. Trustee, and any official committee appointed in the
case.

Mr. Agin may be reached at:

     Warren E. Agin, Esq.
     Swiggart & Agin, LLC
     197 Portland Street, Fourth Floor
     Boston, MA 02114
     Phone: 617.517.3203
     Fax: 617.723.2830
     Email: wea@swiggartagin.com

                       About Aeropostale Inc.

Aeropostale, Inc. (OTC Pink: AROPQ) 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.

The U.S. trustee for Region 2 on May 11, 2016, appointed seven
creditors of Aeropostale Inc. to serve on the official committee
of unsecured creditors.  The Committee hired Pachulski Stang Ziehl
& Jones LLP as counsel.

                        *     *     *

The Bankruptcy Court entered an order establishing (i) July 25,
2016 at 5:00 p.m. (Eastern Time) as the deadline for each person
or entity, not including governmental units to file proofs of
claim in respect of any prepetition claims against any of the
Debtors, and (ii) Oct. 31, 2016, at 5:00 p.m. (Eastern Time) as
the deadline for governmental units to file proofs of claim in
respect of any prepetition claims against any of the Debtors.


AEROPOSTALE INC: Sycamore Partners Confirms Bid for Retailer
------------------------------------------------------------
The American Bankruptcy Institute, citing Jim Christie of Reuters,
reported that Sycamore Partners has confirmed it submitted a bid
for Aeropostale Inc after a judge issued an opinion rejecting the
teen-focused retailer's attempt to block an offer and blame its
bankruptcy on the private equity firm.

According to the report, a representative for Sycamore said the
firm made an offer for Aeropostale at the retailer's auction but
declined to say if the offer was a credit bid.

The Troubled Company Reporter, citing The Wall Street Journal,
reported that a bankruptcy judge has dealt a big blow to
Aeropostale Inc.'s bid to survive chapter 11, refusing to rein in
the bidding rights of Sycamore Partners, a former big backer and
now major critic of the retailer.

According to the report, Judge Sean Lane, in a decision signed
Aug. 25 but not made public until Aug. 26, said Sycamore is
entitled to wield its $151 million loan as currency at the
bankruptcy auction of the retail chain, a so-called credit-bid
that gives it an advantage in the competition.

The ruling portends bad news for landlords and employees of the
teen fashion retailer, which has been at odds with Sycamore since
before it filed for bankruptcy protection in May, the report
noted. The private-equity firm has said liquidation may be the
best outcome for Aeropostale and its stores, and scoffed at the
company's hope of a job-saving turnaround, the report related.

The credit-bid means Sycamore can walk into the auction without
cash, and demand rival bidders pay off the $151 million loan from
Sycamore if they want to save, or liquidate, the company, the
report further related.

Aeropostale said in a statement that it "is disappointed with the
Bankruptcy Court's decision in its litigation against Sycamore
Partners," the report said.

The Troubled Company Reporter, citing WSJ, previously reported
That Aeropostale was pressing for a ruling that would rein in
Sycamore's power to determine the company's fate.  Sycamore has
contended liquidation, not a sale of the operating business at a
bargain-basement price, is the best option for creditors, the
report added.

                    About Aeropostale Inc.

Aeropostale, Inc. (OTC Pink: AROPQ) 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.

The U.S. trustee for Region 2 on May 11, 2016, appointed seven
creditors of Aeropostale Inc. to serve on the official committee
of unsecured creditors.  The Committee hired Pachulski Stang Ziehl
& Jones LLP as counsel.

                        *     *     *

The Bankruptcy Court entered an order establishing (i) July 25,
2016 at 5:00 p.m. (Eastern Time) as the deadline for each person
or entity, not including governmental units to file proofs of
claim in respect of any prepetition claims against any of the
Debtors, and (ii) Oct. 31, 2016, at 5:00 p.m. (Eastern Time) as
the deadline for governmental units to file proofs of claim in
respect of any prepetition claims against any of the Debtors.


AEROPOSTALE INC: General Growth et al. Said to Bid for 229 Stores
-----------------------------------------------------------------
Jonathan Randles, writing for Bankruptcy Law360, reported that
sources told Law360 on Tuesday a group of companies have submitted
a leading bid to acquire at least 229 Aeropostale stores.

The report noted that, a person familiar with the bid, said the
group includes:

     * retail property management firm General Growth Properties,
     * apparel brand licensor Authentic Brands Group,
     * mall owner Simon Property Group, and
     * retail store liquidators Gordon Brothers Retail Partners
       LLC and Hilco Merchant Resources LLC

The deal could save the teen apparel retailer and its employees
from a complete liquidation, it added.


                        About Aeropostale Inc.

Aeropostale, Inc. (OTC Pink: AROPQ) 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.

The U.S. trustee for Region 2 on May 11, 2016, appointed seven
creditors of Aeropostale Inc. to serve on the official committee
of unsecured creditors.  The Committee hired Pachulski Stang Ziehl
& Jones LLP as counsel.

                        *     *     *

The Bankruptcy Court entered an order establishing (i) July 25,
2016 at 5:00 p.m. (Eastern Time) as the deadline for each person
or entity, not including governmental units to file proofs of
claim in respect of any prepetition claims against any of the
Debtors, and (ii) Oct. 31, 2016, at 5:00 p.m. (Eastern Time) as
the deadline for governmental units to file proofs of claim in
respect of any prepetition claims against any of the Debtors.


AEROPOSTALE INC: Court Refuses to Subordinate Term Lenders' Claims
------------------------------------------------------------------
In the case captioned In re: AEROPOSTALE, INC., et al., Debtors,
Case No. 15-11275(SHL)(Bankr. S.D.N.Y.), Judge Sean H. Lane of the
United States Bankruptcy Court for the Southern District of New
York denied the debtors' and debtors-in-possession's motion
seeking to:

     (i)   equitably subordinate the claims of Aero Investors LLC
           and MGF Sourcing Holdings, Limited (together, the
           "Term Lenders"), pursuant to Section 510(c) of the
           Bankruptcy Code,

     (ii)  disqualify the Term Lenders from credit bidding in a
           sale of the Debtors assets, pursuant to Section
           363(k) of the Bankruptcy Code, and

     (iii) recharacterize the Term Lenders claims, pursuant to
           Section 105 of the Bankruptcy Code

MGF has been indirectly majority-owned by an affiliate of Sycamore
Partners.

The Debtors sought this relief based on their allegations of
inequitable conduct by the Term Lenders and certain of their
affiliates and the impact on the case of a credit bid by the Term
Lenders.

As of their bankruptcy filing, the Debtors had outstanding debt
obligations of around $223 million, which were secured by
substantially all of the Debtorsassets.  This debt was
comprised of (i) an asset-based revolving credit facility with
Bank of America, N.A., and (ii) a term loan with the Term Lenders.

The Court held a trial with fourteen live witnesses from August 15
to August 23.  In support of its case, the Debtors filed
declarations in lieu of direct testimony for six witnesses,
together with over 400 accompanying exhibits.  In response to the
Debtors' case, the Term Lenders presented declarations for seven
witnesses, along with some 500 accompanying exhibits.

Given the extensive trial record and the applicable law, the Court
denied the Debtors' Motion.  The Court concluded that there is not
a basis to equitably subordinate the Term Lenders' claims, limit
their ability to credit bid, or recharacterize their loans.  The
Court said it is mindful of the high stakes in this case for
Aeropostale, but the Court is duty bound to apply the applicable
law to the facts of the case, and the Court's equitable powers are
not boundless.  Touching on the Debtors' alleged bid chillding,
Judge Lane noted that the record demonstrates an active interest
in the Debtors' assets.  This includes parties interested in
acquiring the business as a going concern and parties interested
in liquidating the assets.

A full-text copy of Judge Lane's August 26, 2016 memorandum of
decision is available at
http://bankrupt.com/misc/nysb16-11275-724.pdf

Debtors are represented by:

          Ray C. Schrock, Esq.
          Richard W. Slack, Esq.
          Patrick O'Toole, Jr., Esq.
          Jacqueline Marcus, Esq.
          Garrett A. Fail, Esq.
          Layne S.R. Behrens, Esq.
          WEIL, GOTSHAL & MANGES LLP
          767 Fifth Avenue
          New York, NY 10153
          Tel: (212)310-8000
          Email: ray.schrock@weil.com
                 richard.slack@weil.com
                 patrick.otoole@weil.com
                 jacqueline.marcus@weil.com
                 garrett.fail@weil.com
                 layne.behrens@weil.com

Term Lenders are represented by:

          Robert A. Britton, Esq.
          KIRKLAND & ELLIS LLP
          601 Lexington Avenue
          New York, NY 10022
          Tel: (212)446-4800
          Fax: (212)446-4900
          Email: robert.britton@kirkland.com

            --and--

          James A. Stempel, Esq.
          Robert B. Ellis, Esq.
          Stephen C. Hackney, Esq.
          Martin L. Roth, Esq.
          Alec Solotorovsky, Esq.
          Jeffrey Lula, Esq.
          KIRKLAND & ELLIS LLP
          300 North LaSalle Street
          Chicago, IL 60654
          Tel: (312)862-2000
          Fax: (312)862-2200
          Email: james.stempel@kirkland.com
                 robert.ellis@kirkland.com
                 stephanie.hackney@kirkland.com
                 martin.roth@kirkland.com
                 alec.solotorovsky@kirkland.com
                 jeffrey.lula@kirkland.com

The Official Committee of Unsecured Creditors is represented by:

          Robert J. Feinstein, Esq.
          Bradford J. Sandler, Esq.
          PACHULSKI STANG ZIEHL & JONES LLP
          780 Third Avenue, 34th Floor
          New York, NY 10017
          Tel: (212)561-7700
          Fax: (212)561-7777
          Email: bsandler@pszjlaw.com

                        About Aeropostale Inc.

Aeropostale, Inc. (OTC Pink: AROPQ) 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.

The U.S. trustee for Region 2 on May 11, 2016, appointed seven
creditors of Aeropostale Inc. to serve on the official committee
of unsecured creditors.  The Committee hired Pachulski Stang Ziehl
& Jones LLP as counsel.

                        *     *     *

The Bankruptcy Court entered an order establishing (i) July 25,
2016 at 5:00 p.m. (Eastern Time) as the deadline for each person
or entity, not including governmental units to file proofs of
claim in respect of any prepetition claims against any of the
Debtors, and (ii) Oct. 31, 2016, at 5:00 p.m. (Eastern Time) as
the deadline for governmental units to file proofs of claim in
respect of any prepetition claims against any of the Debtors.


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


VENEZUELA: Cracks Down on Opposition Before Massive Rally
---------------------------------------------------------
Anatoly Kurmanae, writing for The Wall Street Journal, reports
that Venezuela President Nicolas Maduro has intensified a
crackdown on opponents ahead of today's major opposition rally to
demand a referendum on his rule amid a deepening economic crisis.

The actions against opposition parties are raising tensions in a
deeply polarized country as thousands of Venezuelans descend on
the capital from across the country for what is set to be the
biggest antigovernment march in years, says WSJ.

According to the report, the opposition is staging the rally to
pressure the government to hold a recall referendum. While such a
plebiscite is legal under Venezuelan law, the government has been
fiercely resisting holding the vote, which polls show would lead
to the president's removal and new elections.

The crackdown on the opposition comes amid a broader tightening of
state controls before the rally, notes the report. In recent
weeks, the army has built sandbag encampments with armored
vehicles in downtown Caracas and outside the main tunnels
connecting the capital's boroughs, a move the opposition says is
aimed at disrupting today's rally, or at least preventing the
opposition from massing in a single spot.

The government, meanwhile, has accused Popular Will of planning to
use the rally as an excuse to stage a coup, according to WSJ.

Around half of Popular Will's 26 national committee members are
now either in jail, exiled or in hiding, according to party
lawmaker Juan Guaido, reports WSJ. The crackdown began in 2014
when the party's leader Leopoldo Lopez led the last wave of major
antigovernment protests against triple-digit inflation and chronic
food shortages, WSJ notes.


                            ***********


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
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                   * * * End of Transmission * * *