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

               Tuesday, July 4, 2017, Vol. 18, No. 131


                            Headlines



A R G E N T I N A

CHUBUT PROVINCE: Fitch Affirms B Long-Term IDR; Outlook Stable


B R A Z I L

CAMARGO CORREA: Fitch Cuts IDR to B+ Then Withdraws Rating


G U Y A N A

GUYANA: Once Lucrative Sugar Industry Fast Grinding to a Halt


J A M A I C A

DIGICEL GROUP: Jamaican Regulator Wants Explanation on New Fee


P U E R T O    R I C O

DN REAL ESTATE: Hires Virgent Realty as Real Estate Broker
DORADO COMMUNITY: Edna Diaz De Jesus Appointed PCO
EXODUS FITNESS: Hires Estrella LLC as Attorney
FABRICA DE BLOQUES: July 31 Plan Confirmation Hearing
PUERTO RICO: Bondholders Called to Converge on July 12 in New York


PUERTO RICO: GO Bondholders Sue Board, Commonwealth Over 80% Cuts
PUERTO RICO: Oversight Board Certifies Fiscal 2018 Budget
PUERTO RICO: Board Picks PREPA Title III Filing Over Deal
PUERTO RICO: Bid to Move SUT Dispute to PR Supreme Court Denied


T R I N I D A D  &  T O B A G O

CL FIN'L: Managing Director Fired
TRINIDAD  &  TOBAGO: Economic Assessment to Cost US$80k


V E N E Z U E L A

VENEZUELA: Fitch Affirms 'CCC' Long-Term Issuer Default Ratings


                            - - - - -



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A R G E N T I N A
=================


CHUBUT PROVINCE: Fitch Affirms B Long-Term IDR; Outlook Stable
--------------------------------------------------------------
Fitch Ratings has affirmed the Province of Chubut, Argentina's
Long-Term Foreign and Local Currency Issuer Default Ratings (IDRs)
at 'B'. The Rating Outlook is Stable. The issue rating on Chubut's
secured foreign currency notes of USD650 million is also affirmed
at 'B'.

The ratings are capped by Argentina's Country Ceiling.

KEY RATING DRIVERS

Chubut's rating takes into consideration its higher fiscal
autonomy in comparison to other provinces in Argentina due partly
to its collection of hydrocarbon royalties, given that Chubut is
the largest oil-producing province in Argentina. In addition, the
Province records high levels of Capex due to positive and adequate
operating margins from 2011 to 2014 and higher levels of
indebtedness as of 2015. Finally, Chubut has no contingent
liabilities related to pension and retirement obligations compared
with other provinces in Argentina.

In contrast, the deterioration of operating margins and increasing
levels of indebtedness since 2015, the constrained fiscal and
budgetary flexibility of the province as well as its weak
liquidity position limit the ratings. Furthermore, a highly
concentrated economy depending on oil sector, which is very
regulated by the national government in Argentina, is another
limitation.

The bond of USD650 million issued on July 26, 2016 accrued a fixed
interest rate of 7.75% payable on a quarterly basis. The final
maturity is 10 years, with a grace period of four years with 24
capital payments. According to Fitch's calculations, gas and oil
royalties for the bond's debt payment have provided debt coverage
above 1.2x from October 2016 to April 2017.

Chubut took other three bonds that added up USD290 million at
first quarter 2017. All the notes are secured by a percentage of
hydrocarbon royalties. The bond rated by Fitch is guaranteed by
royalties paid by Pan American Energy LLC's Argentine branch to
Chubut.

In 2016, Chubut's direct debt totaled ARS20.5 billion,
representing 94% of current revenues. Even though 81% of Chubut's
direct debt is denominated in foreign currency the exchange risk
is mitigated because a large part of such debt is collateralized
with revenues (royalties) linked to the U.S. dollar (75% of total
debt).

At year-end 2016, floating debt reached 29 days of primary
expenditure and 10.2% of operating revenue. However, in the last
year Chubut has incurred intensively in Unified Fund of Official
Accounts or FUCO (ARS1.7 billion in 2016) and short-term treasury
notes for up to ARS2.9 billion (USD188 million), which accounted
for 14% of direct debt.

Chubut recorded stable and solid operating margins in the period
2011-2014, but as of 2015 this ratio decreased considerably, being
negative in 2016. This deterioration has been due to a
deceleration of hydrocarbon royalties in tandem with a substantial
growth in personnel costs given its importance in the expenses'
structure. Furthermore, in 2016 gross income tax collection grew
below inflation.

Capex-to-total expenditure continue to be relatively significant,
averaging 20% in the period 2012-2016 financed with current
balances and debt.

Fitch estimates that operating margins will continue to be
narrowed at year-end 2017 and towards 2018, considering a
challenging macroeconomic context, including recession, high
inflation, and currency devaluation. However, low margins could
still be adequate for the current rating category.

RATING SENSITIVITIES

A downgrade of Argentina's IDR or a sudden increase in the public
debt burden and weak operating margins that significantly affect
debt sustainability ratios, could lead to a negative rating
action. An upgrade of the sovereign IDR, accompanied by a recovery
in fiscal and budgetary flexibility observed in operating margins
of around 8% to 10%, as well as an improvement of liquidity could
lead to an upgrade in Chubut's rating. Any change in the rating of
the province will impact the bond rating in the same direction.


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


CAMARGO CORREA: Fitch Cuts IDR to B+ Then Withdraws Rating
----------------------------------------------------------
Fitch Ratings has downgraded the Long-Term Foreign and Local
Currency Issuer Default Ratings (IDRs) of Camargo Correa S.A.
(Camargo) to 'B+' from 'BB-' and the Long-Term National Rating to
'A-(bra)' from 'A+(bra)'. At the same time, Fitch has withdrawn
the ratings.

Camargo's downgrade mainly reflects the deterioration of its
business portfolio, whose key asset is InterCement Participacoes
S.A. (IDR 'B+'/Stable Outlook), and the significant challenges
related to the long term sustainability of its operations in the
engineering and construction segment. The ongoing Lava-Jato
investigations and its participation in the sluggish shipyard
industry in Brazil are also a concern. Following the completion of
CPFL Energia S.A.'s sale (BRL6.1 billion), short-term refinancing
risks are currently manageable at the holding level and under its
fully controlled subsidiaries.

The withdrawal of all of Camargo's ratings is due to commercial
reasons. Fitch will no longer provide ratings or analytical
coverage of the company.

RATING SENSITIVITIES

Rating Sensitivities are not applicable as the ratings have been
withdrawn.

FULL LIST OF RATING ACTIONS

Fitch has downgraded and withdrawn the following ratings:

Camargo Correa S.A.
-- Long-Term Local Currency IDR to 'B+' from 'BB-';
-- Long-Term Foreign Currency IDR to 'B+' from 'BB-';
-- Long-Term National Rating to 'A-(bra)' from 'A+(bra)'.

Fitch has also affirmed and withdrawn the following rating:
-- Short-Term National Rating at 'F1(bra)'.



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G U Y A N A
===========


GUYANA: Once Lucrative Sugar Industry Fast Grinding to a Halt
-------------------------------------------------------------
Caribbean360.com reports that Guyanese officials are forecasting
bitter times ahead as international prices for sugar continue to
plummet at a time when the government's GYD$9 billion (US$43.2
million) subsidy will end over the next two months.

According to the Guyana Sugar Corporation Inc. (GUYSUCO), over the
past six months the world market price for sugar has dropped
significantly, to between US$250-US$275 per ton. Earlier this
year, the price was US$396 per ton, Caribbean360.com relays.

GUYSUCO's chief executive officer Errol Hanoman told Demerara
Waves online news the company's cash flow is in peril and the
focus is now on tapping in to markets which will yield the best
price for their produce, according to Caribbean360.com.

Annually, GUYSUCO supplies 65,000 tons of bagged and packaged
sugar to Caribbean and local markets, the report notes.  Another
12,000 tons of raw sugar is exported to the North American market
while the remainder is sold on the European market. The supply to
Europe for the second crop of 2017 will total some 70,000 tons,
the report relays.

The report discloses that Mr. Hanoman said they are targeting the
"better priced" local and Caribbean Community (CARICOM) markets,
even as he admitted they would have no choice but to rely on the
European market where the price is on par with the world market.

The GUYSUCO CEO explained that sugar would face even more stiff
competition from beet sugar, which will be available on the
European Union (EU) market, the report relays.

"This may result in reduced sugar prices in Europe. Due to the
competition with beet producers, the price paid by the refiners
for raw cane sugar (as supplied by GUYSUCO) will be more in line
with the world market price, which currently is trading at US$275
per ton, and the forecast is that it will not increase
significantly in the near future," the report quoted Mr. Hanoman
as saying.

Against this backdrop, GUYSUCO has appealed to workers to turn out
and assist their estates in harvesting all canes and maximize on
sugar production, the report adds.


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


DIGICEL GROUP: Jamaican Regulator Wants Explanation on New Fee
--------------------------------------------------------------
Caribbean360.com reports that Telecommunications giant Digicel
Group has until June 30 to explain to Jamaican regulators its
introduction of a new charge to some customers.

Effective June 22, Digicel imposed a prepaid maintenance fee (PMF)
on customers whose monthly spend falls below $50, according to
Caribbean360.com.

However, the Office of Utilities Regulation (OUR) is not satisfied
that the company followed procedure, the report relays.

In a statement issued, the OUR asked Digicel to provide evidence
that it had provided customers with sufficient advance notice; the
exact amount to be charged; and the basis of such a charge, the
report notes.

The OUR noted that it received a letter dated June 23, 2017 from
Digicel, advising that the purpose of the PMF is to ensure that
all customers adequately contribute to the cost of operating and
maintaining their accounts on its systems and networks, in
circumstances where they spend less than $50 within a calendar
month, the report relays.

In its response to the company, the OUR said that while Digicel
had updated its terms and conditions on its website with the PMF,
there is no indication of when its customers were notified, if
indeed they were notified at all, the report discloses.

The OUR also expressed its disappointment that Digicel had not
notified the regulator of this new fee prior to implementation,
the report adds.

As reported in the Troubled Company Reporter-Latin America on
May 26, 2017, Fitch Ratings has affirmed at 'B' the Long-term
Foreign-currency Issuer Default Ratings (IDR) of Digicel Group
Limited (DGL) and its subsidiaries, Digicel Limited (DL) and
Digicel International Finance Limited (DIFL), collectively
referred to as Digicel. The Rating Outlook is Stable. Fitch has
also affirmed all existing issue ratings of Digicel's debt
instruments.


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


DN REAL ESTATE: Hires Virgent Realty as Real Estate Broker
----------------------------------------------------------
DN Real Estate Services & Acquisitions, LLC, seeks authority from
the U.S. Bankruptcy Court for the Northern District of Georgia to
employ Virgent Realty, as real estate broker to the Debtor.

DN Real Estate requires Virgent Realty to:

   a) assist the Debtor in preparing the Properties for showings
      to prospective purchasers;

   b) market the Properties for sale;

   c) prepare on behalf of the Debtor the necessary agreements
      and documents to effectuate the sale of the Properties; and

   d) perform all other related real estate broker services for
      the Debtor which may be reasonably necessary in connection
      with the sale of the Properties.

Virgent Realty will be paid based upon its normal and usual
commission.

All compensation paid to Virgent Realty is to be paid from funds
at closing on the sale of the Properties.

Jude Rasmus, partner of Virgent Realty, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtor and its estates.

Virgent Realty can be reached at:

     Jude Rasmus
     VIRGENT REALTY
     75 5th Street NW
     Atlanta, GA 30308
     Tel: (770) 321-1350

                About DN Real Estate Services &
                      Acquisitions, LLC

DN Real Estate Services & Acquisitions, LLC filed a Chapter 11
bankruptcy petition (Bankr. N.D. Ga. Case No. 17-55587) on March
28, 2017. The petition was signed by Cortney Newmans, member. The
Debtor disclosed total assets of $937,964 and total liabilities of
$1.12 million. Slomka Law Firm represents the Debtor as counsel.


DORADO COMMUNITY: Edna Diaz De Jesus Appointed PCO
--------------------------------------------------
Acting United States Trustee, Guy G. Gebhardt, filed a Notice of
Appointment before the U.S. Bankruptcy Court for the District of
Puerto Rico naming Edna Diaz De Jesus as the Patient Care
Ombudsman for Dorado Community Health, Inc.

Edna Diaz De Jesus can be reached at:

     Edna Diaz De Jesus
     PROCURADORA INTERINA DEL PACIENTE
     Oficina del Procurador del Paciente
     PO Box 11247
     San Juan, Puerto Rico 00910-2347
     Tel.: (787) 977-0909
     Fax: (787) 977-0915
     Emails: ediaz@opp.gobierno.pr
             qsoto@opp.gobierno.pr
             yramos@opp.gobierno.pr

             About Dorado Community Health, Inc.

Dorado Community Health Inc., filed a Chapter 11 bankruptcy
petition (Bankr. D.P.R. Case No. 17-01565) on March 7, 2017,
disclosing under $1 million in both assets and liabilities. The
Debtor is represented by Jaime Rodriguez Perez, Esq. at Hatillo
Law Office.

The Debtor hired Fuertes & Fuertes Law Office, as counsel; and
Julio Borges-Alvarado, as accountant.


EXODUS FITNESS: Hires Estrella LLC as Attorney
----------------------------------------------
Exodus Fitness, Inc., seeks authority from the U.S. Bankruptcy
Court for the District of Puerto Rico to employ Estrella, LLC, as
attorney to the Debtor.

Exodus Fitness requires Estrella LLC to represent the Debtors in
the Chapter 11 bankruptcy proceedings.

Estrella LLC will be paid at these hourly rates:

     Attorney                  $200
     Paralegal                 $75

Estrella LLC will be paid a retainer in the amount of $6,717.

Estrella LLC will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Paul James Hammer, member of Esrella, LLC, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.

Estrella LLC can be reached at:

     Paul James Hammer, Esq.
     ESRELLA, LLC
     PO Box 9023596
     San Juan, PR 00902
     Tel: (787) 977-5050
     Fax: (787) 977-5090
     E-mail: phammer@estrellll

                   About Exodus Fitness, Inc.

Exodus Fitness Inc., filed a Chapter 11 bankruptcy petition
(Bankr. D.P.R. Case No. 17-03541) on May 22, 2017, disclosing
under $1 million in both assets and liabilities. The Debtor is
represented by Paul James Hammer, Esq., at Esrella, LLC.


FABRICA DE BLOQUES: July 31 Plan Confirmation Hearing
-----------------------------------------------------
The Hon. Brian K. Tester of the U.S. Bankruptcy Court for the
District of Puerto Rico has conditionally approved Fabrica de
Bloques Vega Baja, Inc.'s disclosure statement dated June 16,
2017, referring to the Debtor's plan of reorganization.

A hearing for the consideration of the final approval of the
Disclosure Statement and the confirmation of the Plan will be held
on July 31, 2017, at 10:00 a.m.

Any objection to the final approval of the Disclosure Statement
and the confirmation of the Plan must be filed on or before 10
days prior to the date of the hearing on confirmation of the Plan.

Acceptances or rejections of the Plan may be filed in writing by
the holders of all claims on or before 10 days prior to the date
of the hearing on confirmation of the Plan.

As reported by the Troubled Company Reporter on June 27, 2017, the
Debtor filed with the Court a small business disclosure statement
describing their plan of reorganization, dated June 15, 2017,
proposing that Class 3 Unsecured Creditors claims receive a
distribution of 0% of their allowed claims.

               About Fabrica De Bloques Vega Baja

Fabrica De Bloques Vega Baja, Inc., sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 17-
00965) on Feb. 15, 2017.  The petition was signed by Rafael Ivan
Casanova Tirado. MRO Attorneys at Law, LLC, represents the Debtor
as its legal counsel.

At the time of the filing, the Debtor estimated assets and
liabilities of less than $50,000.


PUERTO RICO: Bondholders Called to Converge on July 12 in New York
------------------------------------------------------------------
U.S. Bankruptcy Judge Barbara J. Houser, who's heading the
mediation team appointed in the Title III cases of the
Commonwealth of Puerto Rico, et al., on June 30, 2017, signed a
notice and order stating that in furtherance of the mediation
team's efforts to facilitate a consensual resolution of the issues
raised in the Title III cases and related proceedings, these
parties shall appear in person at an initial, confidential
mediation meeting:

   1. Ad Hoc Group of General Obligation Bondholders,
   2. Ambac Assurance Corporation,
   3. American Federation of State, County and Municipal
      Employees,
   4. Assured Guaranty Corp and Assured Guaranty Municipal Corp.,
   5. COFINA Senior Bondholders' Coalition,
   6. ERS Secured Creditors Group,
   7. Financial Guaranty Insurance Company,
   8. Financial Oversight and Management Board for Puerto Rico,
   9. Goldman Sachs Asset Management, L.P.,
  10. International Union, United Automobile and Agricultural,
      Implement Workers of America (UAW) and Service Employees
      International Union (SEIU),
  11. Mutual Fund Group,
  12. National Public Finance Guarantee Corporation,
  13. Official Committee of Retired Employees of the Commonwealth
      of Puerto Rico,
  14. Official Committee of Unsecured Creditors of the
      Commonwealth of Puerto Rico,
  15. Peaje Investments LLC,
  16. Puerto Rico Family of Funds and UBS Family of Funds,
  17. Puerto Rico Fiscal Agency and Financial Advisory Authority
      (AAFAF),
  18. The Bank of New York Mellon, and
  19. Whitebox Funds.

The meeting, which will be organizational and non-substantive in
nature, will be held on July 12, 2017 at 9:30 a.m. (prevailing
Eastern Time) in the Ceremonial Courtroom of the U.S. District
Court for the Southern District of New York, Daniel Patrick
Moynihan Courthouse, 9th Floor, 500 Pearl Street, New York.

Any other party-in-interest who wishes to attend the meeting may
submit a written request indicating the party's name, the nature
of its interest in the cases and related proceedings, the name(s)
of its counsel, and any other information that would assist the
mediation team leader in evaluating the request.  The mediation
team leader will endeavor to permit attendance by all parties in
interest who wish to attend, subject to space and timing
constraints.  The mediation team leader reserves the right to
approve or deny any request to attend the meeting, but if any
request is denied, the mediation team leader will discuss other
possible dates that she would be available to meet with any such
party.

Absent prior authorization by the mediation team leader, a maximum
of four individuals (two attorneys, one financial advisor or other
consultant, and one client representative) may attend the meeting
on behalf of each authorized party.  Attendance by a client
representative, to the extent feasible, is strongly encouraged.
Attendance by counsel is required.  Any request to exceed the
per-party maximum set forth above will be submitted in writing,
and include an explanation of the need for additional attendees.
The mediation team leader will review and respond to each such
request.

The meeting will proceed on a confidential basis, and will not be
open to the public or the media.  Accordingly, and for security
reasons, each party must submit to the mediation team in writing,
not later than 12:00 p.m. noon (prevailing Eastern Time) on July
10, 2017, the names of all individuals attending the meeting on
its behalf.

All requests or other written submissions relating to the July 12,
2017 meeting, including applications under Standing Order M10-468
(Revised) to bring personal electronic devices or general purpose
computing devices, shall be sent to the mediation team's dedicated
law clerk, Matt Hindman, via email, at the following address:
hindmanDPR@ao.uscourts.gov.

On June 23, 2017, the Honorable Laura Taylor Swain, who oversees
the Title III cases, entered an order appointing a mediation team
for the Title III cases and related proceedings.  Judge Houser of
the U.S. Bankruptcy Court for the Northern District of Texas was
named mediation team leader.

                   Commonwealth-COFINA Dispute

A critical legal issue in the Title III cases is whether and how
much sales and use taxes used to secure bonds issued by COFINA are
property of the Commonwealth or COFINA.  In response to its fiscal
crisis, the Commonwealth in 2007 created Rico Sales Tax Financing
Corporation ("COFINA"), as a financing vehicle to issue bonds
secured by the proceeds of a newly created Puerto Rico sales and
use tax (the "SUT").

As of July 31, 2016, there is approximately $17.3 billion of
COFINA Bonds outstanding.  COFINA's debt service requirement is
approximately $725 million for the fiscal year ending June 30,
2017 and is projected to grow annually.

Holders and insurers of COFINA Bonds argue that the sales and use
taxes were legislatively rendered property of COFINA from their
inception, thereby eliminating any possibility the taxes may be
property or available resources of the Commonwealth.  The GO
bondholders, on the other hand, have challenged the legality of
the bonds issued by COFINA.

Also at issue is the fiscal turnaround plan proposed by
Commonwealth and certified by the Oversight Board that would
tackle Puerto Rico's $74 billion massive debt load and $49 billion
in pension obligations.  Bondholders have opposed the Oversight
Board's moves to approve a fiscal plan that provided only $800
million in annual debt service, an 80% reduction in total debt
service.

                        About Puerto Rico

Puerto Rico is a self-governing commonwealth in association with
the United States that's facing a massive bond debt of $70
billion, a 68% debt-to-GDP ratio and negative economic growth in
nine of the last 10 years.

The Commonwealth of Puerto Rico has sought bankruptcy protection,
aiming to restructure its massive $74 billion debt-load and $49
billion in pension obligations.

The debt restructuring petition was filed by Puerto Rico's
financial oversight board in U.S. District Court in Puerto Rico
(Case No. 17-01578) on May 3, 2017, and was made under Title III
of 2016's U.S. Congressional rescue law known as the Puerto Rico
Oversight, Management, and Economic Stability Act ("PROMESA").

The Financial Oversight and Management Board later commenced Title
III cases for the Puerto Rico Sales Tax Financing Corporation
(COFINA) on May 5, 2017, and the Employees Retirement System (ERS)
and the Puerto Rico Highways and Transportation Authority (HTA) on
May 21.

U.S. Chief Justice John Roberts has appointed U.S. District Judge
Laura Taylor Swain to oversee the Title III cases.  The Honorable
Judith Dein, a United States Magistrate Judge for the District of
Massachusetts, has been designated to preside over matters that
may be referred to her by Judge Swain, including discovery
disputes, and management of other pretrial proceedings.

Joint administration of the Title III cases, under Lead Case No.
17-3283, was granted on June 29, 2017.

The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets as municipal investment
banker, and Ernst & Young, as financial advisor.

Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M.
Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at
O'Neill & Borges are onboard as attorneys.

McKinsey & Co. is the Board's strategic consultant, Ernst & Young
is the Board's financial advisor, and Citigroup Global Markets
Inc. is the Board's municipal investment banker.

Prime Clerk LLC is the claims and noticing agent. Prime Clerk
maintains a case web site at:

           https://cases.primeclerk.com/puertorico

Epiq Bankruptcy Solutions LLC is the service agent for ERS and
HTA.

O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico
Fiscal Agency and Financial Advisory Authority (AAFAF), the agency
responsible for negotiations with bondholders.

The Oversight Board named Professor Nancy B. Rapoport as fee
examiner and to chair a committee to review professionals' fees.

                      Bondholders' Attorneys

Toro, Colon, Mullet, Rivera & Sifre, P.S.C. and Kramer Levin
Naftalis & Frankel LLP serve as counsel to the Mutual Fund Group,
comprised of mutual funds managed by Oppenheimer Funds, Inc.,
Franklin Advisers, Inc., and the First Puerto Rico Family of
Funds, which collectively hold over $3.5 billion in COFINA Bonds
and over $2.9 billion in other bonds issued by Puerto Rico and
other instrumentalities, including over $1.8 billion of Puerto
Rico general obligation bonds ("GO Bonds").

White & Case LLP and Lopez Sanchez & Pirillo LLC represent the UBS
Family of Funds and the Puerto Rico Family of Funds, which hold
$613.3 million in COFINA bonds.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, Robbins, Russell,
Englert, Orseck, Untereiner & Sauber LLP, and Jimenez, Graffam &
Lausell are co-counsel to the ad hoc group of General Obligation
Bondholders, comprised of Aurelius Capital Management, LP,
Autonomy Capital (Jersey) LP, FCO Advisors LP, Franklin Mutual
Advisers LLC, Monarch Alternative Capital LP, Senator Investment
Group LP, and Stone Lion Capital Partners L.P.

Quinn Emanuel Urquhart & Sullivan, LLP and Reichard & Escalera are
co-counsel to the ad hoc coalition of holders of senior bonds
issued by COFINA, comprised of at least 30 institutional holders,
including Canyon Capital Advisors LLC and Varde Investment
Partners, L.P.

Correa Acevedo & Abesada Law Offices, P.S.C., is counsel to Canyon
Capital Advisors, LLC, River Canyon Fund Management, LLC, Davidson
Kempner Capital Management LP, OZ Management, LP, and OZ
Management II LP (the QTCB Noteholder Group).

                            Committees

The U.S. Trustee formed a nine-member Official Committee of
Retirees and a seven-member Official Committee of Unsecured
Creditors of the Commonwealth.  The Retiree Committee tapped
Jenner & Block LLP and Bennazar, Garcia & Milian, C.S.P., as its
attorneys.   The Creditors Committee tapped Paul Hastings  LLP and
O'Neill & Gilmore LLC as counsel.


PUERTO RICO: GO Bondholders Sue Board, Commonwealth Over 80% Cuts
-----------------------------------------------------------------
Aurelius Capital Management, LP, Monarch Alternative Capital LP,
and other holders of general obligation bonds issued by the
Commonwealth of Puerto Rico have commenced an adversary proceeding
in the U.S. District of Puerto Rico against the Commonwealth and
the Financial Oversight and Management Board of Puerto Rico to
stop the Commonwealth from spending $18 billion in average revenue
"in any manner it wants, and without any regard to existing
statutes governing the allocation of revenues in any manner it
wants, and without any regard to existing statutes governing the
allocation of revenues, or creditors' rights or interests in
particular revenues."

"Having declared themselves free from the nettlesome obligations
of Puerto Rico law, the Oversight Board and the Commonwealth
propose massive 80% cuts to bondholders, while leaving untouched
more politically favored creditors such as trade creditors and
pension creditors," the GO Bondholders said in filings submitted
to the District Court, which is handling the Commonwealth's Title
III cases.

The plaintiffs in the lawsuit are:

   * ACP MASTER, LTD.,
   * AURELIUS CAPITAL MASTER, LTD.,
   * AURELIUS CONVERGENCE MASTER, LTD.,
   * AURELIUS INVESTMENT, LLC,
   * AURELIUS OPPORTUNITIES FUND, LLC,
   * AUTONOMY MASTER FUND LIMITED,
   * CORBIN OPPORTUNITY FUND, L.P.,
   * FCO SPECIAL OPPORTUNITIES (A1) LP,
   * FCO SPECIAL OPPORTUNITIES (D1) LP,
   * FCO SPECIAL OPPORTUNITIES (E1) LLC - MASTER SERIES 1,
   * FUNDAMENTAL CREDIT OPPORTUNITIES MASTER FUND LP,
   * JACANA HOLDINGS I LLC,
   * JACANA HOLDINGS II LLC,
   * JACANA HOLDINGS III LLC,
   * JACANA HOLDINGS IV LLC,
   * JACANA HOLDINGS V LLC,
   * LEX CLAIMS, LLC,
   * LMAP 903 LIMITED,
   * MCP HOLDINGS MASTER LP,
   * MONARCH ALTERNATIVE SOLUTIONS MASTER FUND LTD,
   * MONARCH CAPITAL MASTER PARTNERS II LP,
   * MONARCH CAPITAL MASTER PARTNERS III LP,
   * MONARCH CAPITAL MASTER PARTNERS IV LP,
   * MONARCH DEBT RECOVERY MASTER FUND LTD,
   * MONARCH SPECIAL OPPORTUNITIES MASTER FUND LTD,
   * MPR INVESTORS LLC,
   * P MONARCH RECOVERY LTD,
   * P STONE LION IE, A FUND OF PERMAL MANAGED ACCT PLATFORM ICAV,
   * PERMAL STONE LION FUND LTD.,
   * PINEHURST PARTNERS, L.P.,
   * PRISMA SPC HOLDINGS LTD.-SEGREGATED PORTFOLIO AG,
   * RRW I LLC,
   * SENATOR GLOBAL OPPORTUNITY MASTER FUND LP,
   * SL LIQUIDATION FUND L.P.,
   * SL PUERTO RICO FUND II L.P., and
   * SL PUERTO RICO FUND L.P.

According to the GO Bondholders, bonds issued by the Commonwealth
of Puerto Rico and certain of the Commonwealth's public
corporations secured by an absolute and enforceable first claim
and lien on all of the Commonwealth's "available resources," P.R.
Const. art. VI, Sec. 8, in addition to, and complemented by, a
pledge of the Commonwealth's good faith, credit, and taxing power.
Because these protections are specifically and uniquely enshrined
in interlocking provisions of the Puerto Rico Constitution, and
reinforced by statutory and contractual obligations, public debt
is known as "Constitutional Debt," says Mark T. Stancil, Esq., at
Robbins, Russell, Englert, Orseck, Untereiner & Sauber LLP,
attorney to the GO Bondholders.

In addition to the constitutional protections, the GO Bondholders,
according to Mr. Stancil, enjoy unique property interests in two
separate and specific streams of revenues: (1) proceeds of certain
taxes and fees that, although conditionally earmarked for payment
of certain obligations of Commonwealth instrumentalities, are
required by Puerto Rico law to be "clawed back" for the express
and sole purpose of paying Constitutional Debt when other
available resources are insufficient to do so (collectively, the
"Clawback Revenues"); and (2) certain proceeds of property taxes
that Puerto Rico statutory law requires be levied and collected
for the benefit of Constitutional Debtholders and segregated in a
trust for the express and sole purpose of paying Constitutional
Debt (the "Special Property Tax Revenues," and together with the
Clawback Revenues, the "Restricted Revenues").

In fiscal year 2017, Puerto Rico collected approximately $940
million in Restricted Revenues, and an equal or greater amount
will be collected in fiscal years 2018 and beyond.

                        Abuse of PROMESA

Following the passage of the Puerto Rico Oversight, Management,
and Economic Stability Act, Pub. L. No. 114-187, 130 Stat. 549
("PROMESA") (codified at 48 U.S.C. Sec. 2101-2241) into law on
June 30, 2016, Puerto Rico immediately defaulted on approximately
$817 million due on its Constitutional Debt, and has refused to
make nearly all debt service payments ever since.

Puerto Rico continued to collect approximately $940 million in
Restricted Revenues in fiscal year 2017, and projects a similar or
higher amount of Restricted Revenues in fiscal year 2018.

According to the GO Bondholders, the Commonwealth -- now acting
under the control of the Oversight Board -- refuses to use the
Restricted Revenues for their only lawful purpose, or even
segregate them for the benefit of Constitutional Debtholders.
Instead, according to the GO Bondholders, the Commonwealth and the
Oversight Board have chosen to take the Restricted Revenues, in
which they have no equitable or beneficial interest, and spend
them however they see fit, in clear violation of Puerto Rico law
and the rights of Constitutional Debtholders.

According to the GO Bondholders, the Oversight Board and
Commonwealth mistakenly assert that Congress's decision to enact
PROMESA bestowed unprecedented rights on the Commonwealth that
permit it to disregard all of its obligations under Puerto Rico
law.

"PROMESA, however, does not countenance the wholesale disregard of
decades of Puerto Rico law.  To the contrary, Congress expressly
required that fiscal plans and budgets, among other requirements,
account for revenues "based on applicable laws" and that they
"respect the relative lawful priorities or lawful liens, as may be
applicable, in the constitution, other laws, or agreements of a
covered territory," as such laws existed before PROMESA was
enacted," Mr. Stancil argues.

                              80% Cut

While Constitutional Debtholders are entitled to be paid before
all other expenses under the plain terms of the Puerto Rico
Constitution and applicable laws, the Oversight Board and the
Commonwealth are asking Bondholders to make "by far the greatest
sacrifice", imposing nearly 80% cuts, while paying pension claims
in full and other lower priority creditors almost entirely in
full.

The Plaintiffs note that:

   * The Commonwealth -- with the Oversight Board's blessing --
has pledged to pay pension claims in full, and repeatedly
increased the amount appropriated to pensions in the
Commonwealth's budget and fiscal plan.  The Commonwealth's fiscal
year 2018 budget, for example, allocates more than $2 billion to
pensions, an amount sufficient to ensure that pension liabilities
will not be impaired at all.

   * The Commonwealth has pledged to pay trade creditors in full,
recently disclosing that -- since PROMESA was enacted on June 30,
2016 -- the Commonwealth has reduced outstanding trade debt by
approximately $1.2 billion.

   * According to the Commonwealth's fiscal plan, expenses will
increase over the next 10 years when the Commonwealth should be
cutting costs.  The Commonwealth's fiscal year 2018 budget reveals
hundreds of millions of dollars in non-essential spending,
including -- as only one example -- $75 million in appropriations
for arts, recreation and lifestyle programs.

   * The most recent budget proposal includes $750 million in
non-budgeted expenses; i.e., "reserve funds" or other budgetary
cushions not based on identified expenses.

   * The Governor recently announced his desire to enact sweeping
tax cuts for the people of the Commonwealth.

                            Fiscal Plan

On March 13, 2017, the Oversight Board certified a revised fiscal
plan (as amended, the "March Fiscal Plan"), which provided an
average of approximately $787 million in annual debt service for
the Constitutional Debt issued by the Commonwealth as well as tens
of billions of debt issued by other instrumentalities, including
COFINA.  The $787 million of annual average debt service
prescribed by the March Fiscal Plan represented only 22% of the
originally scheduled debt service (before taking into account the
accrual and compounding of interest as prescribed by contract or
statute).

The GO Bondholders complain that the March Fiscal Plan provided,
in the first instance, for the full payment of every non-debt
expenditure, and left the "remaining" revenues for the payment of
debt service, including -- without any distinction --
Constitutional Debt and other debt.  Using fiscal year 2018, as an
example, the Oversight Board certified that the Commonwealth could
spend over $11.7 billion of local revenues on non-debt
expenditures, and then allocate the remaining $404 million in
projected surplus for debt service.

The March Fiscal Plan, according to the GO Bondholders, ignored
two of the requirements Congress imposed on any fiscal plan,
namely, that it "respect the relative lawful priorities or lawful
liens, as may be applicable, in the constitution, other laws, or
agreements of a covered territory or covered territorial
instrumentality in effect prior to the date of enactment of this
Act," and that estimates of revenues and expenditures be based on
"applicable laws."

Rather than consider how particular funds must be used under
Puerto Rico law, the Oversight Board and Commonwealth instead
treated the entirety of Puerto Rico's resources as one piggy bank
they could use for any purpose they found desirable, with general
Commonwealth revenues and Restricted Revenues simply pooled
together, according to the GO Bondholders.

"Any fiscal plan that endeavored to "respect the relative lawful
priorities or lawful liens" under Puerto Rico law would have first
budgeted the payment of Constitutional Debt, segregated revenues
subject to lawful liens, and then considered the remaining
revenues and desired spending.  If the Oversight Board had
followed the law as Congress intended, the Commonwealth could meet
its Constitutional Debt obligations and still have an average of
$10.9 billion of local revenues per year to provide services to
its citizens. However, the Oversight Board chose to develop the
March Fiscal Plan in the precise opposite manner, thereby ignoring
Constitutional Debt's unique status as the Commonwealth's most
senior obligation, violating the plain language of Section
201(b)(1)(N), and guaranteeing that the Commonwealth could claim
that it did not have sufficient available resources to pay
Constitutional Debt," says Mr. Stancil.

                        Requests for Relief

The GO Bondholders request entry of a judgment:

   (1) On Count One, declaring that, under Puerto Rico law the
Special Property Tax Revenues are restricted funds by law that
cannot be used by the Commonwealth for any purpose except to
satisfy the Commonwealth's payment obligations with respect to
outstanding Constitutional Debt;

   (2) On Count Two, declaring that, under Puerto Rico law the
Clawback Revenues are restricted funds by law that cannot be used
by the Commonwealth while it is in default on the Constitutional
Debt for any purpose except to satisfy the Commonwealth's payment
obligations with respect to outstanding Constitutional Debt;

   (3) On Count Three, declaring that (i) the Commonwealth is a
conduit for the Special Property Tax Revenues and lacks an
equitable or beneficial property interest in the Commonwealth Debt
Redemption Fund; and (ii) Plaintiffs have equitable and beneficial
property interests in the Special Property Tax Revenues;

   (4) On Count Four, declaring that (i) the Commonwealth is a
mere
conduit for the Clawback Revenues and lacks an equitable or
beneficial property interest in the Clawback Revenues; and (ii)
Plaintiffs have equitable and beneficial property interests in the
Clawback Revenues;

    (5) On Count Five, declaring that Plaintiffs have a statutory
lien on the Special Property Tax Revenues;

    (6) On Count Six, declaring that Plaintiffs have statutory
liens on the Clawback Revenues;

    (7) On Count Seven, declaring that (i) the Clawback Revenues
are special revenues within the meaning of 11 U.S.C. Sec.
902(2)(B) and must be applied in accordance with 11 U.S.C. Sec.
922(d) and 928, and (ii) pursuant to 11 U.S.C. Sec. 922(d), the
automatic stay does not operate as a stay of application of the
Clawback Revenues to payment of Constitutional Debt;

    (8) On Count Eight, declaring that the Commonwealth's
diversion of the Restricted Revenues, or any other impairment of
Plaintiffs' property interests in the Restricted Revenues, without
just compensation is an unlawful taking under the Fifth Amendment
to the United States Constitution;

    (9) On Count Nine, declaring that the Special Property Tax
Revenues must be segregated and deposited into a designated
account and not commingled with other funds of the Commonwealth or
used for any purpose other than repayment of Constitutional Debt;

   (10) On Count Ten, declaring that the Clawback Revenues must be
segregated and deposited into a designated account and not
commingled with  other funds of the Commonwealth or, while the
Commonwealth is in default on the Constitutional Debt, used for
any purpose other than repayment of Constitutional Debt; and

   (11) On Count Eleven, enjoining Defendants from continuing to
divert the Restricted Revenues, and directing Defendants to
segregate and preserve the Restricted Revenues for payment of
Constitutional Debt.

A copy of the Complaint is available at:

    http://bankrupt.com/misc/PR_536_GO_Bondholders_Suit.pdf

Counsel to the Plaintiffs:

       Lawrence S. Robbins, Esq.
       Mark T. Stancil, Esq.
       Gary A. Orseck, Esq.
       Kathy S. Zecca, Esq.
       Ariel N. Lavinbuk, Esq.
       Donald Burke, Esq.
       ROBBINS, RUSSELL, ENGLERT, ORSECK, UNTEREINER & SAUBER LLP
       1801 K Street, NW
       Washington, D.C. 20006
       Telephone: (202) 775-4500
       Facsimile: (202) 775-4510
       E-mail: mstancil@robbinsrussell.com

                - and -

       Andrew N. Rosenberg, Esq.
       Walter Rieman, Esq.
       Richard A. Rosen, Esq.
       Kyle J. Kimpler, Esq.
       Karen R. Zeituni, Esq.
       PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
       1285 Avenue of the Americas
       New York, NY 10019
       Telephone: (212) 373-3000
       Facsimile: (212) 757-3990
       E-mail: arosenberg@paulweiss.com

                - and -

       J. Ramon Rivera Morales, Esq.
       JIMENEZ, GRAFFAM & LAUSELL
       PO Box 366104
       San Juan, PR 00936
       Telephone: (787) 767-1030
       Facsimile: (787) 751-4068
       E-mail: rrivera@jgl.com

                           About Puerto Rico

Puerto Rico is a self-governing commonwealth in association with
the United States that's facing a massive bond debt of $70
billion, a 68% debt-to-GDP ratio and negative economic growth in
nine of the last 10 years.

The Commonwealth of Puerto Rico has sought bankruptcy protection,
aiming to restructure its massive $74 billion debt-load and $49
billion in pension obligations.

The debt restructuring petition was filed by Puerto Rico's
financial oversight board in U.S. District Court in Puerto Rico
(Case No. 17-01578) on May 3, 2017, and was made under Title III
of 2016's U.S. Congressional rescue law known as the Puerto Rico
Oversight, Management, and Economic Stability Act ("PROMESA").

The Financial Oversight and Management Board later commenced Title
III cases for the Puerto Rico Sales Tax Financing Corporation
(COFINA) on May 5, 2017, and the Employees Retirement System (ERS)
and the Puerto Rico Highways and Transportation Authority (HTA) on
May 21.

U.S. Chief Justice John Roberts has appointed U.S. District Judge
Laura Taylor Swain to oversee the Title III cases.  The Honorable
Judith Dein, a United States Magistrate Judge for the District of
Massachusetts, has been designated to preside over matters that
may be referred to her by Judge Swain, including discovery
disputes, and management of other pretrial proceedings.

Joint administration of the Title III cases, under Lead Case No.
17-3283, was granted on June 29, 2017.

The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets as municipal investment
banker, and Ernst & Young, as financial advisor.

Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M.
Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at
O'Neill & Borges are onboard as attorneys.

McKinsey & Co. is the Board's strategic consultant, Ernst & Young
is the Board's financial advisor, and Citigroup Global Markets
Inc. is the Board's municipal investment banker.

Prime Clerk LLC is the claims and noticing agent. Prime Clerk
maintains a case web site at:

           https://cases.primeclerk.com/puertorico

Epiq Bankruptcy Solutions LLC is the service agent for ERS and
HTA.

O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico
Fiscal Agency and Financial Advisory Authority (AAFAF), the agency
responsible for negotiations with bondholders.

The Oversight Board named Professor Nancy B. Rapoport as fee
examiner and to chair a committee to review professionals' fees.

                      Bondholders' Attorneys

Toro, Colon, Mullet, Rivera & Sifre, P.S.C. and Kramer Levin
Naftalis & Frankel LLP serve as counsel to the Mutual Fund Group,
comprised of mutual funds managed by Oppenheimer Funds, Inc.,
Franklin Advisers, Inc., and the First Puerto Rico Family of
Funds, which collectively hold over $3.5 billion in COFINA Bonds
and over $2.9 billion in other bonds issued by Puerto Rico and
other instrumentalities, including over $1.8 billion of Puerto
Rico general obligation bonds ("GO Bonds").

White & Case LLP and Lopez Sanchez & Pirillo LLC represent the UBS
Family of Funds and the Puerto Rico Family of Funds, which hold
$613.3 million in COFINA bonds.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, Robbins, Russell,
Englert, Orseck, Untereiner & Sauber LLP, and Jimenez, Graffam &
Lausell are co-counsel to the ad hoc group of General Obligation
Bondholders, comprised of Aurelius Capital Management, LP,
Autonomy Capital (Jersey) LP, FCO Advisors LP, Franklin Mutual
Advisers LLC, Monarch Alternative Capital LP, Senator Investment
Group LP, and Stone Lion Capital Partners L.P.

Quinn Emanuel Urquhart & Sullivan, LLP and Reichard & Escalera are
co-counsel to the ad hoc coalition of holders of senior bonds
issued by COFINA, comprised of at least 30 institutional holders,
including Canyon Capital Advisors LLC and Varde Investment
Partners, L.P.

Correa Acevedo & Abesada Law Offices, P.S.C., is counsel to Canyon
Capital Advisors, LLC, River Canyon Fund Management, LLC, Davidson
Kempner Capital Management LP, OZ Management, LP, and OZ
Management II LP (the QTCB Noteholder Group).

                            Committees

The U.S. Trustee formed a nine-member Official Committee of
Retirees and a seven-member Official Committee of Unsecured
Creditors of the Commonwealth.  The Retiree Committee tapped
Jenner & Block LLP and Bennazar, Garcia & Milian, C.S.P., as its
attorneys.   The Creditors Committee tapped Paul Hastings  LLP and
O'Neill & Gilmore LLC as counsel.


PUERTO RICO: Oversight Board Certifies Fiscal 2018 Budget
---------------------------------------------------------
The Financial Oversight and Management Board for Puerto Rico
created by Congress under the bipartisan Puerto Rico Oversight,
Management and Economic Stability Act ("PROMESA" or the "Act") on
June 30, 2017, approved and certified a revised, compliant budget
for fiscal year 2018 for the Commonwealth of Puerto Rico -- along
with the proposed budgets for four covered territorial
instrumentalities -- in compliance with PROMESA, during its eight
Open Meeting, held in San Juan and live-streamed via webcast in
both English and Spanish.

                         Approved Budgets

The Oversight Board unanimously adopted a resolution approving the
certification of a revised, compliant budget for the Commonwealth
of Puerto Rico pursuant to PROMESA sections 202(d)(2) and
202(e)(3), to be in full force and effect beginning on July 1,
2017.  During the meeting, the Board approved certain revisions to
the proposed budget introduced by Governor Rossello's
representative, Elias Sanchez Sifonte, and approved by The Board.
These revisions were required upon failure by the Puerto Rico
Legislature to take the corrective actions the Board had outlined
in its June 27 Notice of Violation and adopt a compliant budget by
June 29, 2017.

"Today marks an historic milestone in our path towards fiscal
responsibility and restoring credibility before the financial
markets and fostering economic growth for all in Puerto Rico.  The
approved budget is realistic and consistent with the certified
Fiscal Plan and the objectives and targets contained in it.  The
course has been set; and although it will be challenging, we
cannot afford to veer off. We must work together to stay steadfast
in our path towards building a stronger Puerto Rico and providing
better opportunities for its people as soon as possible," said
Jose Carrion, Chairman of the Oversight Board.

The Oversight Board also unanimously adopted resolutions approving
the budgets of the Government Development Bank (GDB), the Puerto
Rico Highways and Transportation Authority (PRHTA), the Puerto
Rico Aqueduct and Sewer Authority (PRASA) and the Puerto Rico
Electric Power Authority (PREPA).  In the resolutions the Board
noted its determination, pursuant to PROMESA Sec. 202 (c)(1)(A)
and 202(e)(2), to certify these proposed budgets in compliance
with the fiscal plans previously submitted and certified by the
Oversight Board.

The resolutions also stated that the previously certified fiscal
plans will likely be revised in the future, in which case the
certified budgets would have to be revised to comply with any
revisions.  In the case of the PRASA, HTA and PREPA, the Board
specifically requested the Governor submit within 45 days, revised
fiscal plans incorporating the amendments adopted by the Board on
April 28, 2017.  In the case of PRSA, it also requested modifying
the plan to reflect line items consistent with the budget
certified June 30.

The individual budgets of the territorial instrumentalities were
presented by their respective agency heads followed by a period of
public comment.  The Board's Executive Director, Natalie Jaresko,
proposed the resolutions to approve and certify each of the
proposed budgets and issue a certification for each to the
Governor and the Legislature pursuant to PROMESA.

The Board is yet to consider the fiscal plans and budgets of the
Public Corporation for the Supervision and Deposit Insurance of
Puerto Rico Cooperatives (COSSEC) and of the University of Puerto
Rico, as those plans and budgets have not yet been finalized.

                      Financial Disclosures

It was also announced during the meeting that updated financial
interest disclosure forms, including quarterly financial
disclosures for the three-months ended on March 31, 2017 for
members of the Board and its staff have been publicly released and
posted on the Board's website.  Chairman Carrion confirmed that
this information was reviewed by the Board's Ethics Advisor and
stressed that the Oversight Board's governance documents,
including PROMESA itself, the Oversight Boards Bylaws and its Code
of Conduct, require disclosure of conflict of interests, an
obligation the Board is resolved to adhere to faithfully.

The recorded proceedings, as well as all material of public
interest considered during the meeting, will be posted on the
Oversight Board's website as soon as possible after the meeting.


                         About Puerto Rico

Puerto Rico is a self-governing commonwealth in association with
the United States that's facing a massive bond debt of $70
billion, a 68% debt-to-GDP ratio and negative economic growth in
nine of the last 10 years.

The Commonwealth of Puerto Rico has sought bankruptcy protection,
aiming to restructure its massive $74 billion debt-load and $49
billion in pension obligations.

The debt restructuring petition was filed by Puerto Rico's
financial oversight board in U.S. District Court in Puerto Rico
(Case No. 17-01578) on May 3, 2017, and was made under Title III
of 2016's U.S. Congressional rescue law known as the Puerto Rico
Oversight, Management, and Economic Stability Act ("PROMESA").

The Financial Oversight and Management Board later commenced Title
III cases for the Puerto Rico Sales Tax Financing Corporation
(COFINA) on May 5, 2017, and the Employees Retirement System (ERS)
and the Puerto Rico Highways and Transportation Authority (HTA) on
May 21.

U.S. Chief Justice John Roberts has appointed U.S. District Judge
Laura Taylor Swain to oversee the Title III cases.  The Honorable
Judith Dein, a United States Magistrate Judge for the District of
Massachusetts, has been designated to preside over matters that
may be referred to her by Judge Swain, including discovery
disputes, and management of other pretrial proceedings.

Joint administration of the Title III cases, under Lead Case No.
17-3283, was granted on June 29, 2017.

The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets as municipal investment
banker, and Ernst & Young, as financial advisor.

Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M.
Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at
O'Neill & Borges are onboard as attorneys.

McKinsey & Co. is the Board's strategic consultant, Ernst & Young
is the Board's financial advisor, and Citigroup Global Markets
Inc. is the Board's municipal investment banker.

Prime Clerk LLC is the claims and noticing agent. Prime Clerk
maintains a case web site at:

           https://cases.primeclerk.com/puertorico

Epiq Bankruptcy Solutions LLC is the service agent for ERS and
HTA.

O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico
Fiscal Agency and Financial Advisory Authority (AAFAF), the agency
responsible for negotiations with bondholders.

The Oversight Board named Professor Nancy B. Rapoport as fee
examiner and to chair a committee to review professionals' fees.

                      Bondholders' Attorneys

Toro, Colon, Mullet, Rivera & Sifre, P.S.C. and Kramer Levin
Naftalis & Frankel LLP serve as counsel to the Mutual Fund Group,
comprised of mutual funds managed by Oppenheimer Funds, Inc.,
Franklin Advisers, Inc., and the First Puerto Rico Family of
Funds, which collectively hold over $3.5 billion in COFINA Bonds
and over $2.9 billion in other bonds issued by Puerto Rico and
other instrumentalities, including over $1.8 billion of Puerto
Rico general obligation bonds ("GO Bonds").

White & Case LLP and Lopez Sanchez & Pirillo LLC represent the UBS
Family of Funds and the Puerto Rico Family of Funds, which hold
$613.3 million in COFINA bonds.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, Robbins, Russell,
Englert, Orseck, Untereiner & Sauber LLP, and Jimenez, Graffam &
Lausell are co-counsel to the ad hoc group of General Obligation
Bondholders, comprised of Aurelius Capital Management, LP,
Autonomy Capital (Jersey) LP, FCO Advisors LP, Franklin Mutual
Advisers LLC, Monarch Alternative Capital LP, Senator Investment
Group LP, and Stone Lion Capital Partners L.P.

Quinn Emanuel Urquhart & Sullivan, LLP and Reichard & Escalera are
co-counsel to the ad hoc coalition of holders of senior bonds
issued by COFINA, comprised of at least 30 institutional holders,
including Canyon Capital Advisors LLC and Varde Investment
Partners, L.P.

Correa Acevedo & Abesada Law Offices, P.S.C., is counsel to Canyon
Capital Advisors, LLC, River Canyon Fund Management, LLC, Davidson
Kempner Capital Management LP, OZ Management, LP, and OZ
Management II LP (the QTCB Noteholder Group).

                            Committees

The U.S. Trustee formed a nine-member Official Committee of
Retirees and a seven-member Official Committee of Unsecured
Creditors of the Commonwealth.  The Retiree Committee tapped
Jenner & Block LLP and Bennazar, Garcia & Milian, C.S.P., as its
attorneys.   The Creditors Committee tapped Paul Hastings  LLP and
O'Neill & Gilmore LLC as counsel.


PUERTO RICO: Board Picks PREPA Title III Filing Over Deal
---------------------------------------------------------
The Puerto Rico Electric Power Authority ("PREPA") is poised to
file a Title III case, a form of bankruptcy created by federal
rescue law PROMESA, after the board in charge of overseeing the
U.S. territory's finances rejected a deal between the Puerto Rico
Fiscal Agency and Financial Advisory Authority ("AAFAF") and
PREPA's bondholders.

AAFAF and the bondholders reached a restructuring support
agreement on a debt restructuring of Puerto Rico's power utility,
which has $9 billion in debt.  The deal would have required just a
15% haircut from bondholders in exchange for new bonds backed by a
charge on customer utility bills.  The 15% cut contemplated in the
deal is estimated to be lesser than the cuts expected to be
imposed for holders of general obligation bonds of the
Commonwealth and COFINA bonds, based on the debt service cuts
proposed by the Commonwealth and the Oversight Board.  Payment of
$423 million principal and interest was due on the bonds on July
1.

PROMESA provides two mechanisms to restructure debt: Title III, a
bankruptcy like procedure and Title VI, a mechanism to formalize
agreements negotiated between the debtor and its creditors.

The Financial Oversight and Management Board for Puerto Rico said
that in an executive session held June 27, 2017, it did not
approve the proposed RSA, closing the door on a request for debt
restructuring under Title VI.

On June 28, the Oversight Board said that negotiations with
creditors of PREPA concerning a possible transaction have taken
place between the Oversight Board's representatives and the PREPA
creditors.

Two days later, the Board said that it deliberated on and
determined it necessary and appropriate to approve the possible
filing for a voluntary petition under Title III on behalf of PREPA
to protect the entity, the residents of Puerto Rico, and the
interests of the utility's creditors.

While the Board vote 4-3 to reject the RSA on June 27, the board
on June 30 voted unanimously to initiate the Title III filing for
PREPA.

PREPA supplies substantially all the electricity consumed in the
Commonwealth and owns all transmission and distribution facilities
and most of the generating facilities that constitute Puerto
Rico's electric power system.  Founded in 1941, PREPA supplies
electricity to 1.5 million consumers in Puerto Rico.  PREPA is the
largest public utility in the U.S. based on number of clients and
revenue.

                       Negotiations Ongoing

The timing of the filing would depend on the outcome of the still
ongoing negotiations between the Oversight Board and bondholders.

Jose Carrion, Chairman of the Oversight Board, confirmed that
dialogue with creditors is ongoing and emphasized that
"notwithstanding the authorization of this filing, the Board will
continue to work towards a prompt, negotiated settlement with
PREPA's creditors -- an approach that we believe is in the best
interest of all of PREPA's stakeholders.  To this end, our
dialogue with creditors is ongoing," he said.

Before considering the resolution, Chairman Carrion offered a
review of the Oversight Board's actions with respect to PREPA,
including the reasons it had for not approving the proposed
Restructuring Support Agreement after in depth review and analysis
by Board members.

"The RSA created a significant risk it would push electric prices
materially higher and endanger the entire PROMESA mission of
eliminating the fiscal emergency.  By making it more expensive to
live and do business in Puerto Rico, the RSA made it even harder
to turn around the Commonwealth's negative economic growth over
the last decade.  If that cannot be changed to sufficient positive
growth, no restructuring can be successful," cited Chairman
Carrion as one of the reason for the non-certification.

                      Negative Economic Growth

Through the letter of the Puerto Rico Fiscal Agency and Financial
Advisory Authority ("AAFAF") dated April 28, 2017 (the "Letter"),
AAFAF and PREPA submitted a Restructuring Support Agreement (the
"RSA") and related documents to the Oversight Board for
authorization under section 601(e) of the Puerto Rico Oversight,
Management, and Economic Stability Act ("PROMESA") to allow PREPA
to avail itself of the procedures of Title VI by certifying the
RSA.

In a June 28, 2017 letter to the AAFAF, Oversight Board, said that
after careful review and deliberation of the RSA and the Letter,
it has determined:

   * not to certify the RSA pursuant to PROMESA section 104(i)(1);

   * not to certify the RSA pursuant to PROMESA section
601(g)(2)(A) or 601(g)(2)(B);

   * not to approve the issuances of debt embodied in the RSA
pursuant to PROMESA section 207; and

   * not to authorize PREPA, pursuant to PROMESA section 601(e),
to be eligible to avail itself of the procedures under PROMESA
section 601.

Additionally, the Oversight Board does not acknowledge the RSA as
an agreement eligible for certification or qualification under
PROMESA as a preexisting voluntary agreement, due to its open
terms and failure to provide for material components of a
restructuring, including the financing of its closing and
environmental requirements costing more than $500 million.  Among
other problems, it also does not deal with the pension plan
underfunded by approximately $2.2 billion and with other contracts
requiring changes.

The Oversight Board said it is dedicated to working with PREPA and
AAFAF to restructure PREPA in a manner that will not impede the
turnaround of the Commonwealth of Puerto Rico's negative economic
growth, without which Puerto Rico cannot eliminate its fiscal
emergency.

                         Insurers' Suit

Assured Guaranty Corp and MBIA Inc.'s National Public Finance
Guarantee, which insure a combined $2.3 billion of PREPA bonds,
filed a lawsuit in District Court to seek a ruling that the RSA
does not need the approval of the of the Oversight Board.

"In spite of Congress's clear intent to preserve the consensual
PREPA restructuring, the oversight board has arbitrarily failed to
issue the ministerial certification required," the insurers said
in its 30-page complaint.

According to Reuters, U.S. Representative Rob Bishop told the
board in a June 15 letter the delay in approving the deal was
"troubling" and "outside the scope" of PROMESA.

House Democrats Nydia Velazquez and Raul Grijalva, however,
disagreed, saying on June 16 the board had "clear authority" to
assess the deal, Reuters said.


                       About Puerto Rico

Puerto Rico is a self-governing commonwealth in association with
the United States that's facing a massive bond debt of $70
billion, a 68% debt-to-GDP ratio and negative economic growth in
nine of the last 10 years.

The Commonwealth of Puerto Rico has sought bankruptcy protection,
aiming to restructure its massive $74 billion debt-load and $49
billion in pension obligations.

The debt restructuring petition was filed by Puerto Rico's
financial oversight board in U.S. District Court in Puerto Rico
(Case No. 17-01578) on May 3, 2017, and was made under Title III
of 2016's U.S. Congressional rescue law known as the Puerto Rico
Oversight, Management, and Economic Stability Act ("PROMESA").

The Financial Oversight and Management Board later commenced Title
III cases for the Puerto Rico Sales Tax Financing Corporation
(COFINA) on May 5, 2017, and the Employees Retirement System (ERS)
and the Puerto Rico Highways and Transportation Authority (HTA) on
May 21.

U.S. Chief Justice John Roberts has appointed U.S. District Judge
Laura Taylor Swain to oversee the Title III cases.  The Honorable
Judith Dein, a United States Magistrate Judge for the District of
Massachusetts, has been designated to preside over matters that
may be referred to her by Judge Swain, including discovery
disputes, and management of other pretrial proceedings.

Joint administration of the Title III cases, under Lead Case No.
17-3283, was granted on June 29, 2017.

The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets as municipal investment
banker, and Ernst & Young, as financial advisor.

Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M.
Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at
O'Neill & Borges are onboard as attorneys.

McKinsey & Co. is the Board's strategic consultant, Ernst & Young
is the Board's financial advisor, and Citigroup Global Markets
Inc. is the Board's municipal investment banker.

Prime Clerk LLC is the claims and noticing agent. Prime Clerk
maintains a case web site at:

           https://cases.primeclerk.com/puertorico

Epiq Bankruptcy Solutions LLC is the service agent for ERS and
HTA.

O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico
Fiscal Agency and Financial Advisory Authority (AAFAF), the agency
responsible for negotiations with bondholders.

The Oversight Board named Professor Nancy B. Rapoport as fee
examiner and to chair a committee to review professionals' fees.

                      Bondholders' Attorneys

Toro, Colon, Mullet, Rivera & Sifre, P.S.C. and Kramer Levin
Naftalis & Frankel LLP serve as counsel to the Mutual Fund Group,
comprised of mutual funds managed by Oppenheimer Funds, Inc.,
Franklin Advisers, Inc., and the First Puerto Rico Family of
Funds, which collectively hold over $3.5 billion in COFINA Bonds
and over $2.9 billion in other bonds issued by Puerto Rico and
other instrumentalities, including over $1.8 billion of Puerto
Rico general obligation bonds ("GO Bonds").

White & Case LLP and Lopez Sanchez & Pirillo LLC represent the UBS
Family of Funds and the Puerto Rico Family of Funds, which hold
$613.3 million in COFINA bonds.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, Robbins, Russell,
Englert, Orseck, Untereiner & Sauber LLP, and Jimenez, Graffam &
Lausell are co-counsel to the ad hoc group of General Obligation
Bondholders, comprised of Aurelius Capital Management, LP,
Autonomy Capital (Jersey) LP, FCO Advisors LP, Franklin Mutual
Advisers LLC, Monarch Alternative Capital LP, Senator Investment
Group LP, and Stone Lion Capital Partners L.P.

Quinn Emanuel Urquhart & Sullivan, LLP and Reichard & Escalera are
co-counsel to the ad hoc coalition of holders of senior bonds
issued by COFINA, comprised of at least 30 institutional holders,
including Canyon Capital Advisors LLC and Varde Investment
Partners, L.P.

Correa Acevedo & Abesada Law Offices, P.S.C., is counsel to Canyon
Capital Advisors, LLC, River Canyon Fund Management, LLC, Davidson
Kempner Capital Management LP, OZ Management, LP, and OZ
Management II LP (the QTCB Noteholder Group).

                            Committees

The U.S. Trustee formed a nine-member Official Committee of
Retirees and a seven-member Official Committee of Unsecured
Creditors of the Commonwealth.  The Retiree Committee tapped
Jenner & Block LLP and Bennazar, Garcia & Milian, C.S.P., as its
attorneys.   The Creditors Committee tapped Paul Hastings LLP and
O'Neill & Gilmore LLC as counsel.

                        About Puerto Rico

Puerto Rico is a self-governing commonwealth in association with
the United States that's facing a massive bond debt of $70
billion, a 68% debt-to-GDP ratio and negative economic growth in
nine of the last 10 years.

The Commonwealth of Puerto Rico has sought bankruptcy protection,
aiming to restructure its massive $74 billion debt-load and $49
billion in pension obligations.

The debt restructuring petition was filed by Puerto Rico's
financial oversight board in U.S. District Court in Puerto Rico
(Case No. 17-01578) on May 3, 2017, and was made under Title III
of 2016's U.S. Congressional rescue law known as the Puerto Rico
Oversight, Management, and Economic Stability Act ("PROMESA").

The Financial Oversight and Management Board later commenced Title
III cases for the Puerto Rico Sales Tax Financing Corporation
(COFINA) on May 5, 2017, and the Employees Retirement System (ERS)
and the Puerto Rico Highways and Transportation Authority (HTA) on
May 21.

U.S. Chief Justice John Roberts has appointed U.S. District Judge
Laura Taylor Swain to oversee the Title III cases.  The Honorable
Judith Dein, a United States Magistrate Judge for the District of
Massachusetts, has been designated to preside over matters that
may be referred to her by Judge Swain, including discovery
disputes, and management of other pretrial proceedings.

Joint administration of the Title III cases, under Lead Case No.
17-3283, was granted on June 29, 2017.

The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets as municipal investment
banker, and Ernst & Young, as financial advisor.

Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M.
Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at
O'Neill & Borges are onboard as attorneys.

McKinsey & Co. is the Board's strategic consultant, Ernst & Young
is the Board's financial advisor, and Citigroup Global Markets
Inc. is the Board's municipal investment banker.

Prime Clerk LLC is the claims and noticing agent. Prime Clerk
maintains a case web site at:

           https://cases.primeclerk.com/puertorico

Epiq Bankruptcy Solutions LLC is the service agent for ERS and
HTA.

O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico
Fiscal Agency and Financial Advisory Authority (AAFAF), the agency
responsible for negotiations with bondholders.

The Oversight Board named Professor Nancy B. Rapoport as fee
examiner and to chair a committee to review professionals' fees.

                      Bondholders' Attorneys

Toro, Colon, Mullet, Rivera & Sifre, P.S.C. and Kramer Levin
Naftalis & Frankel LLP serve as counsel to the Mutual Fund Group,
comprised of mutual funds managed by Oppenheimer Funds, Inc.,
Franklin Advisers, Inc., and the First Puerto Rico Family of
Funds, which collectively hold over $3.5 billion in COFINA Bonds
and over $2.9 billion in other bonds issued by Puerto Rico and
other instrumentalities, including over $1.8 billion of Puerto
Rico general obligation bonds ("GO Bonds").

White & Case LLP and Lopez Sanchez & Pirillo LLC represent the UBS
Family of Funds and the Puerto Rico Family of Funds, which hold
$613.3 million in COFINA bonds.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, Robbins, Russell,
Englert, Orseck, Untereiner & Sauber LLP, and Jimenez, Graffam &
Lausell are co-counsel to the ad hoc group of General Obligation
Bondholders, comprised of Aurelius Capital Management, LP,
Autonomy Capital (Jersey) LP, FCO Advisors LP, Franklin Mutual
Advisers LLC, Monarch Alternative Capital LP, Senator Investment
Group LP, and Stone Lion Capital Partners L.P.

Quinn Emanuel Urquhart & Sullivan, LLP and Reichard & Escalera are
co-counsel to the ad hoc coalition of holders of senior bonds
issued by COFINA, comprised of at least 30 institutional holders,
including Canyon Capital Advisors LLC and Varde Investment
Partners, L.P.

Correa Acevedo & Abesada Law Offices, P.S.C., is counsel to Canyon
Capital Advisors, LLC, River Canyon Fund Management, LLC, Davidson
Kempner Capital Management LP, OZ Management, LP, and OZ
Management II LP (the QTCB Noteholder Group).

                            Committees

The U.S. Trustee formed a nine-member Official Committee of
Retirees and a seven-member Official Committee of Unsecured
Creditors of the Commonwealth.  The Retiree Committee tapped
Jenner & Block LLP and Bennazar, Garcia & Milian, C.S.P., as its
attorneys.   The Creditors Committee tapped Paul Hastings LLP and
O'Neill & Gilmore LLC as counsel.


PUERTO RICO: Bid to Move SUT Dispute to PR Supreme Court Denied
---------------------------------------------------------------
Judge Laura Taylor Swain on June 29, 2017, ruled that for the
reasons stated on the record at the omnibus hearing held on June
28, the motion of the Mutual Fund Group for relief from the
automatic stay is denied, and the request for transfer of the case
captioned Lex Claims, LLC v. Alejandro Garcia Padilla, No.
16-2374-FAB (D.P.R. 2016) into the Title III case as an adversary
proceeding is denied without prejudice to renewal by ordinary
motion practice.

As reported by the TCR, the several parties-in-interest lodged
objections to the motion submitted in the PROMESA Title III cases
of the Commonwealth of Puerto Rico and Puerto Rico Sales Tax
Financing Corporation (COFINA), which motion was filed by the
Puerto Rico Funds and the Mutual Fund Group for relief from the
automatic stay to permit the litigation of certain pending motions
to certify questions to the Puerto Rico Supreme Court (the
"Certification Motions") in Lex Claims v. Rosello, No.
3:16-cv-02374-FAB (the "Lex Claims Action"), and to permit the
litigation of any certified questions before the Puerto Rico
Supreme Court.

Those objections were filed by:

   (1) the Ad Hoc Group of General Obligation Bondholders,
composed of Aurelius Capital Management, LP, Autonomy Capital
(Jersey) LP, FCO Advisors LP, Monarch Alternative Capital LP,
Senator Investment Group LP, and Stone Lion L.P., which
collectively hold approximately $3 billion of bonds issued or
guaranteed by the Commonwealth and backed by a pledge of its good
faith, credit, and taxing power;

   (2) Ambac Assurance Corporation, a holder and/or insurer of
approximately $1.3 billion in net accreted value of bonds issued
by COFINA;

   (3) the Financial Oversight and Management Board for Puerto
Rico, as the Debtors' representative pursuant to Section 315(b) of
the Puerto Rico Oversight, Management, and Economic Stability Act
("PROMESA").

A critical legal issue to be determined in the Debtors' Title III
cases is whether and how much of the sales and use taxes imposed
by the Commonwealth are (i) property of the Commonwealth that is
available for distribution to the Commonwealth's creditors or (ii)
property of the COFINA.

The Movants -- the Mutual Fund Group and the Puerto Rico Funds --
hoped to have the stay lifted to engage in a two-step process
outside of the court overseeing the PROMESA Title III cases:
first, to have briefing in front of a different federal court
seeking to certify to the Puerto Rico Supreme Court a different
question, i.e., whether the sales and use taxes are "available
resources" of the Commonwealth within the meaning of the Puerto
Rico Constitution (the "Certification Question"), and, if
successful, to have the Certification Question resolved by the
Puerto Rico Supreme Court.

Mutual funds managed by Oppenheimer Funds, Inc., Franklin
Advisers, Inc., and the First Puerto Rico Family of Funds (the
"Mutual Fund Group,") hold more than $3.5 billion in accreted
principal amount of COFINA Bonds and more than $2.9 billion in
other bonds issued by Puerto Rico and other territorial
instrumentalities, including over $1.8 billion of Puerto Rico
general obligation bonds ("GO Bonds").

The UBS Family of Funds and the Puerto Rico Family of Funds --
Puerto Rico Funds -- hold $613.3 million in accreted principal
amount of senior and subordinate bonds (the "COFINA Bonds") issued
by COFINA, all of which are uninsured.  The shareholders of the
Puerto Rico Funds consist of thousands of residents of Puerto
Rico, including many retirees and those nearing retirement, who
have invested their savings in funds holding COFINA Bonds.

                         About Puerto Rico

Puerto Rico is a self-governing commonwealth in association with
the United States that's facing a massive bond debt of $70
billion, a 68% debt-to-GDP ratio and negative economic growth in
nine of the last 10 years.

The Commonwealth of Puerto Rico has sought bankruptcy protection,
aiming to restructure its massive $74 billion debt-load and $49
billion in pension obligations.

The debt restructuring petition was filed by Puerto Rico's
financial oversight board in U.S. District Court in Puerto Rico
(Case No. 17-01578) on May 3, 2017, and was made under Title III
of 2016's U.S. Congressional rescue law known as the Puerto Rico
Oversight, Management, and Economic Stability Act ("PROMESA").

The Financial Oversight and Management Board later commenced Title
III cases for the Puerto Rico Sales Tax Financing Corporation
(COFINA) on May 5, 2017, and the Employees Retirement System (ERS)
and the Puerto Rico Highways and Transportation Authority (HTA) on
May 21.

U.S. Chief Justice John Roberts has appointed U.S. District Judge
Laura Taylor Swain to oversee the Title III cases.  The Honorable
Judith Dein, a United States Magistrate Judge for the District of
Massachusetts, has been designated to preside over matters that
may be referred to her by Judge Swain, including discovery
disputes, and management of other pretrial proceedings.

Joint administration of the Title III cases, under Lead Case No.
17-3283, was granted on June 29, 2017.

The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets as municipal investment
banker, and Ernst & Young, as financial advisor.

Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M.
Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at
O'Neill & Borges are onboard as attorneys.

McKinsey & Co. is the Board's strategic consultant, Ernst & Young
is the Board's financial advisor, and Citigroup Global Markets
Inc. is the Board's municipal investment banker.

Prime Clerk LLC is the claims and noticing agent. Prime Clerk
maintains a case web site at:

           https://cases.primeclerk.com/puertorico

Epiq Bankruptcy Solutions LLC is the service agent for ERS and
HTA.

O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico
Fiscal Agency and Financial Advisory Authority (AAFAF), the agency
responsible for negotiations with bondholders.

The Oversight Board named Professor Nancy B. Rapoport as fee
examiner and to chair a committee to review professionals' fees.

                      Bondholders' Attorneys

Toro, Colon, Mullet, Rivera & Sifre, P.S.C. and Kramer Levin
Naftalis & Frankel LLP serve as counsel to the Mutual Fund Group,
comprised of mutual funds managed by Oppenheimer Funds, Inc.,
Franklin Advisers, Inc., and the First Puerto Rico Family of
Funds, which collectively hold over $3.5 billion in COFINA Bonds
and over $2.9 billion in other bonds issued by Puerto Rico and
other instrumentalities, including over $1.8 billion of Puerto
Rico general obligation bonds ("GO Bonds").

White & Case LLP and Lopez Sanchez & Pirillo LLC represent the UBS
Family of Funds and the Puerto Rico Family of Funds, which hold
$613.3 million in COFINA bonds.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, Robbins, Russell,
Englert, Orseck, Untereiner & Sauber LLP, and Jimenez, Graffam &
Lausell are co-counsel to the ad hoc group of General Obligation
Bondholders, comprised of Aurelius Capital Management, LP,
Autonomy Capital (Jersey) LP, FCO Advisors LP, Franklin Mutual
Advisers LLC, Monarch Alternative Capital LP, Senator Investment
Group LP, and Stone Lion Capital Partners L.P.

Quinn Emanuel Urquhart & Sullivan, LLP and Reichard & Escalera are
co-counsel to the ad hoc coalition of holders of senior bonds
issued by COFINA, comprised of at least 30 institutional holders,
including Canyon Capital Advisors LLC and Varde Investment
Partners, L.P.

Correa Acevedo & Abesada Law Offices, P.S.C., is counsel to Canyon
Capital Advisors, LLC, River Canyon Fund Management, LLC, Davidson
Kempner Capital Management LP, OZ Management, LP, and OZ
Management II LP (the QTCB Noteholder Group).

                            Committees

The U.S. Trustee formed a nine-member Official Committee of
Retirees and a seven-member Official Committee of Unsecured
Creditors of the Commonwealth.  The Retiree Committee tapped
Jenner & Block LLP and Bennazar, Garcia & Milian, C.S.P., as its
attorneys.   The Creditors Committee tapped Paul Hastings  LLP and
O'Neill & Gilmore LLC as counsel.


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


CL FIN'L: Managing Director Fired
---------------------------------
Trinidad Express reports that Marlon Holder, the managing director
of CL Financial Limited was fired for acting without board
approval in several transactions.

The grounds for his dismissal were listed in a letter signed by
CLF corporate secretary Jennifer Frederick, according to Trinidad
Express.

They are: for paying the United Shareholders Ltd (USL) $403,750
for professional and business consultancy fees without invoices,
for engaging PricewaterhouseCoopers (PWC) for the preparation of
Project Rebirth without authorization of the board, for signing
the audited financial statement of CLICO World Brands without the
approval of the board, for signing off inter-company debt without
board approval and for transferring dividends from Angostura Ltd
to CLICO World Brands without notification of the board, the
report notes.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on Aug.
6, 2015, Trinidad Express reports that the Constitution Reform
Forum (CRF) has called on Finance Minister Larry Howai to refrain
from embarking on an "unnecessary drain on the Treasury" by
appealing the decision of a High Court judge, who ordered that the
Minister fulfil a request by president of the Joint Consultative
Council (JCC) Afra Raymond for financial details relating to the
bailout of CL Financial Limited.  The CRF issued a release stating
that if the decision is appealed, not only will it be a waste of
finance but such a course of action will also demonstrate a "lack
of commitment by the Government to the spirit and intent of the
Freedom of Information Act FOIA", under which the request was
made, according to Trinidad Express.

On July 7, 2014, Trinidad Express said that the Central Bank has
placed the responsibility of voluntary separation package (VSEP)
negotiations for workers at insurance giant Colonial Life
Insurance Company Ltd. (CLICO) with the company's board, after
which it will review accordingly, the bank said in a statement.
The bank's statement follows protest action by CLICO workers,
supported by their union, the Banking, Insurance and General
Workers' Union (BIGWU), outside the Central Bank in Port of Spain,
according to Trinidad Express.

In a separate TCRLA report on June 26, 2014, Caribbean360.com said
that the Trinidad and Tobago government has welcomed an Appeal
Court ruling that the Attorney General Anand Ramlogan said saves
the country from paying out more than TT$1 billion (TT$1 = US$0.16
cents) to policyholders of the cash-strapped CLICO.  The Appeal
Court overturned the ruling of a High Court that ruled members of
the United Policyholders Group (UPG) were entitled to be paid the
full sums of their polices. CLICO financially caved in on itself
at the end of 2008 after the investment instruments of major
policyholders matured and they wanted hundreds of millions of
dollars they were owed.

On Aug. 6, 2013, the TCR-LA, citing Caribbean360.com, said that
over TT$8 billion worth of CLICO's profitable business will be
transferred to Atruis, a new company that will be owned by the
state.  The Trinidad Express said that the Cabinet approved the
transfer as the Finance and General Purposes Committee continues
to discuss a letter of intent hammered out by the Ministry of
Finance and CL Financial's 400 shareholders, which envisions
taxpayers will recover the more than TT$20 billion Government has
injected since 2009 to keep CL subsidiary CLICO and other
companies afloat.

At its annual general meeting in Sept. 2013, CL Financial
shareholders voted to extend the agreement with Government until
August 25, 2014, while Cabinet decides on a new framework accord
to recover the debt owed to Government through divestment of CL
subsidiaries, including Methanol Holdings, Republic Bank,
Angostura Holdings, CL World Brands and Home Construction Ltd.,
Caribbean360.com related.  Proceeds from the divestment of these
assets will go toward Government's recovery of the billions it
pumped into CLICO.

TCRLA reported on Sep 22, 2011, Caribbean News Now, citing
Reuters, said that the cost of the Trinidad and Tobago
government bailout of CL Financial Limited is likely to rise to
more than TT$3 billion.


TRINIDAD  &  TOBAGO: Economic Assessment to Cost US$80k
------------------------------------------------------
Trinidad and Tobago Newsday reports that it will cost Government
US$80,000 for Fitch Ratings to do a rating of the country's
economic outlook.

This was disclosed by Finance Minister Colm Imbert in Parliament
as he responded to a question by Pointe-a-Pierre MP David Lee
about the cost of the assessment, according to Trinidad and Tobago
Newsday.

The report notes that Mr. Imbert said the Ministry of Finance
approached Fitch Ratings, which he says is the third of the three
largest credit rating agencies, for a costing to conduct a private
rating. He said the cost provided by the agency was "within the
normal range of charges for services of this nature."  Mr. Imbert
said the decision to pursue this credit rating agency followed
ratings by Standard and Poors (S&P) and Moody's, the report
relays.

Mr. Imbert said Moody's downgraded this country to Ba1 from Baa3
and assigned a stable outlook up from the negative outlook in
2016, the report discloses.

While S&P, who visited the country in April, lowered its long term
sovereign credit ratings on TT and revised the country's outlook
to stable from negative in 2016, the report relays.  Mr. Imbert
said the country's transfer convertibility assessment was also
downgraded to A from AA- while the short term sovereign rating was
affirmed at A-2, the report notes.

Mr. Imbert said the Ministry was of the view that the downgrade by
Moody's was unjustified given the country's significant buffers,
the report notes.  Mr. Imbert said it was difficult to understand
how this country could be deemed a moderate credit risk given
particular characteristics, the report relays.

"Firstly, net official reserves of US$9 billion or ten months
import cover, a Heritage and Stabilization Fund of US$5.64
billion, the equivalent of 25 per cent of GDP and deposits in
sinking funds for the express purpose of repaying debt totaling
$6.5 million. Given the ample buffers just highlighted the
Government has the ability to repay the country's external debt
several times over.  Given this discrepancy it was considered
prudent for the Government to seek a third credit rating in an
attempt to eliminate the discrepancy that currently exists," Mr.
Imbert said, the report notes.

Fitch Ratings is expected to visit the country for its first
rating assignment in October this year, the report adds.


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


VENEZUELA: Fitch Affirms 'CCC' Long-Term Issuer Default Ratings
---------------------------------------------------------------
Fitch Ratings Fitch Ratings has affirmed Venezuela's Long-term
Foreign and Local Currency Issuer Default Ratings (IDRs) at 'CCC'.
Fitch has also affirmed the sovereign's Short-term Foreign and
Local Currency IDRs at 'C' and the Country Ceiling at 'CCC'.

KEY RATING DRIVERS

Venezuela's ratings reflect the sovereign's weak external buffers,
high commodity dependence, large and rising macroeconomic
distortions, reduced transparency in official data, and continued
policy and political uncertainty. The sovereign's strong repayment
record on commercial debt and demonstrated willingness to continue
timely payments despite the difficult political and economic
environment support its ratings.

Venezuela's economy is expected to contract for a fourth
consecutive year in 2017 with a 5.5% downturn after a deep
contraction of an estimated 18.6% in 2016. Continued low oil
prices have been aggravated by a decline in production in
2016 - 2017, FX constraints that have led to arrears with
operators and suppliers and the December 2016 OPEC agreement that
called for a further 95,000 barrel a day cut for Venezuela.
Exports are forecast to rise modestly to USD27.8 billion in 2017
from an estimated USD26.9 billion in 2016. The government has
stepped up import contraction for a fourth year in a row,
deepening the economy's recession and already severe shortage of
basic goods. The current account deficit is forecast to reach
USD1.9 billion, taking external financing needs (including
external debt amortizations for the sovereign and PDVSA) to USD9.7
billion in 2017.

The authorities' payment record and public pronouncements signal
continued strong willingness to service debt. The sovereign faces
nearly USD3.7 billion in external amortizations in 2018 (USD2
billion in bond amortizations). The 2018 CAD is forecast to rise
modestly to USD4.1 billion, bringing external financing needs to
USD10.2 billion in 2018 or over 100% of forecast end-2017
reserves.

Gross international reserves have slowed their decline in 2017,
falling by USD800 million to USD10.1 billion in the year through
June. Venezuela has additional FX liquidity in government-managed
funds, but these have likely declined and remain opaque in their
administration and execution.

PDVSA's ability to continue meeting its debt repayments or to
engage in re-profiling exercises without jeopardizing FX flows for
the economy are material for the sovereign's creditworthiness.
PDVSA faces a challenging debt repayment schedule (external debt
service payments of USD3.3 billion in October/November of 2017)
although its debt service payments will drop next year.

Venezuela's economic recovery is constrained by the prospect of
continued tight FX financing/liquidity conditions, declines in oil
production and political uncertainty. Inflation rose to an
estimated average of 360% in 2016 (Caracas Inflation Index) and
Fitch expects it to end 2017 at over 600% due to FX rationing,
distortions in the FX market, monetary financing of the fiscal
accounts and price adjustments to counter scarcity.

The transparency and timely reporting of official data has
deteriorated. In addition to limited public information on the
management and execution of government parallel funds, and
bilateral financing agreements, the publication of inflation, GDP
and balance of payments data has suffered significant delays since
the third quarter of 2013 with no figures available for 2016 and
2017 YTD. The lag and limited availability of key official
economic data increase uncertainty about the depth of the ongoing
crisis in Venezuela, and detract from the credibility of policy
adjustments.

The government announced new FX changes beginning in June 2017,
allowing the DICOM exchange rate for non-priority transactions to
depreciate by over 66%. The continuing challenge for the FX regime
is to 1) channel sufficient FX resources to establish its price as
a reference, 2) improve efficiency and transparency of FX
allocations, and 3) align fiscal and monetary policies.

The fiscal imbalances have been contained at the central
government level, due to rising inflation and the indirect
devaluation through the sale of public FX receipts through the
different FX markets, resulting in a windfall to the government.
The central government ran an estimated 4.7% of GDP surplus in
2016 according to official data up from 1.7% of GDP in 2015. These
trends are expected to continue in 2017.

Fitch estimates central government debt, at 63% of GDP, reflecting
the impact of the sharp exchange rate depreciation of the DICOM
rate on the sovereign's external debt (Fitch uses a blended FX
rate of the official and DICOM rates for its calculations). Of
Venezuela's local currency denominated debt, 70% has been
contracted under sharply negative real fixed rates, and has fallen
largely due to the high and rising inflation rates. Almost half of
domestic debt is held by public sector institutions.

The opposition-led National Assembly has clashed with the
government, as the Maduro administration has tried to bypass the
legislative body. The government has called a Constituent Assembly
to rewrite the constitution. The outcome of this process is not
likely to end political and policy uncertainty given the deepening
economic crisis, heightened political polarization and increased
social unrest.

SOVEREIGN RATING MODEL (SRM) and QUALITATIVE OVERLAY (QO)
Fitch's proprietary SRM assigns a score equivalent to a rating of
'CCC' on the Long-term Foreign Currency IDR scale. Fitch's
sovereign rating committee did not adjust the output from the SRM
to arrive at the final Long-term Foreign Currency IDR.

Fitch's SRM is the agency's proprietary multiple regression rating
model that employs 18 variables based on three year centred
averages, including one year of forecasts, to produce a score
equivalent to a Long-term Foreign Currency IDR. Fitch's QO is a
forward-looking qualitative framework designed to allow for
adjustment to the SRM output to assign the final rating,
reflecting factors within its criteria that are not fully
quantifiable and/or not fully reflected in the SRM.

RATING SENSITIVITIES

The main risk factors that, individually or collectively, could
trigger a rating action are:

Negative:

-- Political events that lead to signs of a weakening of
    willingness to service debt;
-- A reduction in external liquidity that deepens external
    financing challenges;
-- A debt restructuring exercise by the sovereign or payment
    default by PDVSA.

Positive:

-- A significant recovery in oil prices that eases financing
    constraints for the economy;
-- A reorientation of economic policies that reduces external and
    macroeconomic vulnerabilities;
-- Strengthening of Venezuela's external and fiscal buffers and
    increased data transparency.

KEY ASSUMPTIONS
-- Fitch expects Brent oil prices to average USD52.5/b in 2017
    and USD55/b in 2018.


                            ***********


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, Ivy B.
Magdadaro, and Peter A. Chapman, Editors.

Copyright 2017.  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 Joseph Cardillo at
856-381-8268.


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