TCRLA_Public/171005.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

           Thursday, October 5, 2017, Vol. 18, No. 198


                            Headlines




B E R M U D A

SEADRILL LTD: Debt Overhaul Faces Creditor Scrutiny


B R A Z I L

ABENGOA SA: Brazil Cancels Power Transmission Licenses
BANCO BBM: Fitch Assigns BB+ Long-Term IDR; Outlook Negative
SETE BRASIL: Pick Mediator in Legal Dispute With Petrobras
MABE BRASIL: Seeks U.S. Recognition of Brazilian Proceedings
MABE BRASIL: Chapter 15 Case Summary

MAGNESITA REFRATARIOS: Fitch Affirms BB IDR; Outlook Stable


C H I L E

SOCIEDAD CONCESIONARIA: Moody's Upgrades Rating from Ba1


C O S T A   R I C A

BANCO DE COSTA RICA: Moody's Ups Baseline Credit Assessment to ba3


P U E R T O    R I C O

TOYS "R" US: Taps Prime Clerk as Administrative Agent
TOYS "R" US: Taps Kutak Rock as Virginia Co-Counsel
TOYS "R" US: Taps A&G Realty as Real Estate Advisor


V E N E Z U E L A

VENEZUELA: Wall Street Sees 'Existential Crisis' as Payday Nears
VENEZUELA: Said to Be Late on $185 Million Sovereign Bond Payment
VENEZUELA: Asks to Restructure Russian Debt


                            - - - - -


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B E R M U D A
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SEADRILL LTD: Debt Overhaul Faces Creditor Scrutiny
---------------------------------------------------
Tom Hals and Nerijus Adomaitis at Reuters report that Seadrill
Ltd's $12.7 billion debt restructuring faces a critical phase as
hold-out creditors prepare to challenge the plan put forward by
John Fredriksen, its largest shareholder, as soon as a hearing
next week.

The offshore drilling contractor, once the world's largest by
market capitalization, filed for U.S. Chapter 11 bankruptcy
protection in Texas on Sept. 12, presenting a plan backed by
holders of 97 percent of its loans and 40 percent of its bonds,
according to Reuters.

Norwegian-born shipping billionaire Fredriksen's plan will extend
by around five years maturities on billions of dollars in loans,
giving the company breathing space until an industry recovery
gains steam, the report notes.

The company will also raise $1.06 billion in new equity and debt
financing from Fredriksen, through his family's investment vehicle
Hemen, investment firm Centerbridge Credit Partners LP and a group
of hedge funds, the report relays.

The report discloses that holders of unsecured claims were offered
14.3 percent of the stock after dilution in the reorganized
Seadrill, and current shareholders will get 1.9 percent, but only
if unsecured creditors accept the plan.

Unsecured creditors can also receive a right to buy newly issued
stock and debt if they vote for the plan, the report notes.

Fredriksen and Centerbridge could end up controlling the company,
depending on whether unsecured creditors vote for the plan and
exercise their debt and equity rights, the report relays.

U.S. Bankruptcy Judge David Jones has set a hearing on March 26,
2018 to confirm Seadrill's plan.

That process will be much more difficult if Seadrill does not win
over the backing of a majority of its unsecured creditors and
bondholders, which may mean improving their stake in the
reorganized company, the report discloses.

"We don't want to sit in the court for two years, but we want to
get a better treatment.  We think that there can be a better deal
both for bondholders and Fredriksen," a Nordic holder of
Seadrill's bonds told Reuters.

                        Battle Lines Drawn

Hold-out bondholders are gearing up for battle, the report relays.
The group has hired Kristopher Hansen, a well-known restructuring
attorney with Stroock & Stroock & Lavan, and Rothschild to fight
for better treatment, and they have expanded the amount of debt
they represent beyond a previous figure of 28 percent, according
to two sources, Reuters discloses.

The official committee of unsecured creditors, appointed on Sept.
22 by the Office of the U.S. Trustee, a government watchdog, will
also begin playing an active role, the report notes.

The committee hired veteran bankruptcy attorney Thomas Mayer and
his law firm Kramer Levin Naftalis & Frankel to represent it, the
report says.

Unsecured creditors in similar situations have challenged such
plans as coercive, the report discloses.  If unsecured creditors
vote down the plan, they would receive an unspecified liquidation
value which would almost certainly be less, the report says.

Unsecured creditors and bondholders will also likely focus on the
plan's fairness, the report says.  The sale of new equity and new
secured debt is being conducted through a rights offering, a
strategy that has been attacked in other restructurings as
unjustly enriching the investors who backed the process, the
report notes.

The plan may also be scrutinized for favoring Fredriksen.  The
banks said they would not support the plan unless he continued to
back the company, but unsecured creditors could challenge the
amount he is paying for the privilege, the report notes.

Seadrill's advisers are running a so-called go-shop until Dec. 11,
during which time they will seek an investment similar to
Fredriksen's but at a higher value, which might include better
treatment of unsecured creditors, the report says.  If a better
deal does not materialize Seadrill will be able to argue its
proposal is the best possible deal, the report discloses.

Unsecured creditors could try to extend the go-shop period, given
it took Fredriksen 18 months to hammer out the current plan, the
report relays.

Fredriksen, 72, made his fortune in the "tanker wars" of the 1980s
during the Iran-Iraq conflict, when his vessels risked attack to
transport crude oil from the conflict zone, the report notes.

He later expanded in offshore drilling, salmon farming and other
businesses, the report adds.

                        About Seadrill Ltd

Seadrill Limited is a deepwater drilling contractor, providing
drilling services to the oil and gas industry.  It is incorporated
in Bermuda and managed from London.  Seadrill and its affiliates
own or lease 51 drilling rigs, which represents more than 6% of
the world fleet.

As of Sept. 12, 2017, Seadrill employs 3,760 highly-skilled
individuals across 22 countries and five continents to operate
their drilling rigs and perform various other corporate functions.

As of June 30, 2017, Seadrill had $20.71 billion in total assets,
$10.77 billion in total liabilities and $9.94 billion in total
equity.

Seadrill reported a net loss of US$155 million on US$3.17 billion
of total operating revenues for the year ended Dec. 31, 2016,
following a net loss of US$635 million on US$4.33 billion of total
operating revenues for the year ended in 2015.

After reaching terms of a reorganization plan that would
restructure $8 billion of funded debt, on Sept. 12, 2017, Seadrill
Limited and 85 affiliated debtors each filed a voluntary petition
for relief under Chapter 11 of the United States Bankruptcy Code
in the Bankruptcy Court for the Southern District of Texas.  The
Debtors requested that their Chapter 11 cases be jointly
administered under Case No. 17-60079.

Together with the chapter 11 proceedings, Seadrill, North Atlantic
Drilling Limited ("NADL") and Sevan Drilling Limited ("Sevan") are
commencing liquidation proceedings in Bermuda to appoint joint
provisional liquidators and facilitate recognition and
implementation of the transactions contemplated by the RSA and
Investment Agreement, and Simon Edel, Alan Bloom and Roy Bailey of
Ernst & Young are to act as the joint and several provisional
liquidators.

In the Chapter 11 cases, the Company has engaged Kirkland & Ellis
LLP as legal counsel, Houlihan Lokey, Inc. as financial advisor,
and Alvarez & Marsal as restructuring advisor.  Slaughter and May
has been engaged as corporate counsel, and Morgan Stanley served
as co-financial advisor during the negotiation of the
restructuring agreement.  Advokatfirmaet Thommessen AS is serving
as Norwegian counsel.  Conyers Dill & Pearman is serving as
Bermuda counsel.  Prime Clerk is the claims agent and maintains
the Web site https://cases.primeclerk.com/seadrill



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B R A Z I L
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ABENGOA SA: Brazil Cancels Power Transmission Licenses
------------------------------------------------------
Reuters reports that Brazil's Mines and Energy Ministry has
canceled nine licenses to build transmission lines that had been
granted to Spain's Abengoa SA after the company abandoned
construction works in 2015, a senior official said.

The decision formalizing cancellation of the licenses was
published in the edition of the official gazette, according to
Reuters.  The cancellation will not exempt the company from paying
legal fines related to projects, according to the decision, the
report relays.

The company did not have an immediate comment on the cancellation
of the licenses.

Abengoa SA halted construction of the transmission lines amid a
financial crisis at its headquarters in Spain which was followed
by a bankruptcy filing of its unit in Brazil, the report notes.

Electricity regulator Aneel had been trying since to revoke the
licenses granted to Abengoa and offer the project to another
investor, the report relays.

But Abengoa won court rulings allowing it to keep the assets and
sell them as its Brazilian unit tries to emerge from bankruptcy
protection, the report adds.

As reported in the Troubled Company Reporter-Latin America on
March 23, 2017, Moody's Investors Service has withdrawn all the
ratings of Abengoa S.A., including the company's Ca Corporate
Family Rating (CFR), Ca-PD Probability of Default Rating ("PDR"),
and the senior unsecured Ca ratings at Abengoa Finance, S.A.U.,
and Abengoa Greenfield, S.A. At the time of withdrawal, the
ratings carried negative outlooks.


BANCO BBM: Fitch Assigns BB+ Long-Term IDR; Outlook Negative
------------------------------------------------------------
Fitch Ratings has assigned a Long-Term (LT) Foreign Currency
Issuer Default Rating (IDR) of 'BB+', LT Local Currency IDR of
'BBB-' and LT National Rating of 'AAA(bra)' to Banco BBM S.A.
(BBM). The LT IDRs are assigned a Negative Outlook, while the LT
National Rating is assigned a Stable Outlook. Fitch also assigned
BBM a Support Rating (SR) of '3' and Viability Rating (VR) of
'bb-'.

KEY RATING DRIVERS
IDRS, NATIONAL RATINGS AND SR

BBM's IDRs and National Ratings are driven by expected support
from the Bank of Communications Co, Ltd. (BOCOM, LT FC IDR
A/Stable and VR bb-), which owns 80% of BBM. BBM's LT FC IDR is
constrained by Brazil's Country Ceiling of 'BB+', while its LT LC
IDR is two notches above Brazil's long-term rating (LT FC and LC
IDRs BB+/Negative), which is the maximum uplift Fitch applies to
Brazilian financial institutions owned by strong foreign
shareholders. The Negative Outlook on BBM's IDRs mirror the
Outlook on the sovereign ratings.

Under Fitch's assessment, state support to BOCOM would flow
through to BBM, should the need arise. This is based on the view
that the parent regulators would likely be in favor of BOCOM
supporting BBM and that any required support would be immaterial
relative to the ability of BOCOM to provide it.

Fitch considers BBM as a strategically important subsidiary of
BOCOM, given the potential synergies between the two entities,
BOCOM's long-term growth plans in Brazil, high level of management
and operational integration, the largely fungible capital and
funding, BOCOM's large majority stake in BBM, the expected rise in
the proportion of parental non-equity funding, and the plans to
create new branding for BBM that will combine the parent and local
branding.

BBM's Support Rating reflects the moderate probability of support
by BOCOM and is constrained by Brazil's country risks.

VR

BBM's VR reflects its moderate franchise in the highly
concentrated Brazilian banking sector and its stable but
specialized business model that focuses on corporate lending. It
also takes into account the bank's risk appetite which is
increasing under its revised strategy following the change in
ownership, the currently favorable asset quality indicators that
could potentially worsen as loan growth stabilizes, good
profitability, solid capitalization that will allow rapid growth
in the next one to two years, and its comfortable funding and
liquidity that benefits from ordinary support from BOCOM. The
Viability Rating also captures the constraints imposed by the
still challenging operating environment.

BBM is a small/medium-sized commercial bank with a focus on
corporate lending. It has a very small market share of less than
0.5% in both total sector loans and total sector deposits. Loans
to medium and large corporates make up two-thirds and a third of
total loans, respectively. The bulk of them are working capital
and trade finance loans, and the average loan maturity is about
one year. The bank is also active in debt structuring and
distribution, private banking, and treasury. Funding is wholesale-
based, although the growing private banking arm accounts for about
40% of total funding and has helped diversify the funding base.

Under BBM's revised strategy, the bank aims to improve
profitability by increasing leverage and growing in corporate
lending with a particular focus on large corporates and Chinese
companies operating in Brazil. As a result, BBM returned to growth
in 2016 when total credit risk exposure (loans, guarantees and
private securities) grew 26%. In the first half of 2017 (1H17)
growth was 46%.

BBM's asset quality indicators are solid, although the loan book
is yet to season and therefore the current impairment ratios may
not fully reflect the future recurring impairment rates. That
said, Fitch does not expect impairment to rise above the peer
average once the loan book matures, given the bank's conservative
underwriting standards, the increasing share of large corporate
borrowers that have generally lower credit risk than smaller
corporates, and the short-term nature of the loan book. BBM's non-
performing loans over 90 days were only 0.4% of gross loans as of
June 2017 (1.8% in 2016 and 1.1% in 2015), which is lower than the
sector average for corporate loans of 3.6%.

BBM's profitability indicators are adequate. They have remained
broadly stable since 2013, with operating profit-to-RWAs averaging
1.7% until June 2017. The increase in impairment expenses in 2016
and 1H17 (to 42% and 38% of pre-impairment operating profit,
respectively) was offset by a slight increase in the net interest
margin and an improvement in efficiency. Under its revised
strategy, BBM aims to improve profitability by increasing leverage
and by taking advantage of its lower funding costs.

BBM has a solid capital base that is made up fully of Core Equity
Tier 1 capital. As of June 2017, Fitch Core Capital and total
regulatory ratios stood at 17.7% and 17.9%, respectively (20.5%
and 21.3% in 2016). The capitalization ratios will continue to
decline as the loan book grows as per the bank's revised targets.
BOCOM's internal minimum limit for BBM's total regulatory capital
ratio is 12.5%, which the bank could reach in the next 1-2 years.

BBM has a stable and adequate funding base that benefits
significantly from the ordinary support provided by BOCOM.
Following the change in ownership, BBM received low-cost funding
from the new majority shareholder and saw its funding costs drop
sharply. As of June 2017, funding from BOCOM made up 12% of the
total, and the bank could increase this to 20% - 30% by replacing
higher-cost time deposits. BBM has a high level of liquid assets,
although they are on a declining trend in line with the bank's
strategy to increase leverage and accelerate lending. As of June
2017, the bank's loans-to-deposits ratio (including deposit-like
financial bills) was an adequate 99%.

RATING SENSITIVITIES
IDRS, NATIONAL RATINGS AND SR

BBM's IDRs, National Ratings and SR could be affected by a change
in Fitch's assessment of BOCOM's willingness to support BBM or by
a multiple-notch downgrade in BOCOM's ratings.

VR

BBM's VR could be downgraded if its Fitch Core Capital ratio
remains below 12% or if its non-performing loans over 90 days
remain above 5% of gross loans for a sustained period.

BBM's VR could be upgraded, if it consolidates its market position
under its new strategy within the planned timeframe while
preserving its credit metrics at the current adequate levels.

Fitch assigned the following ratings:

-- Long-term Foreign Currency Issuer Default Rating (IDR): 'BB+';
Outlook Negative;
-- Long-term Local Currency IDR: 'BBB-'; Outlook Negative;
-- Short-term Foreign Currency IDR: 'B';
-- Short-term Local Currency IDR: 'F3';
-- Long-term National Rating: 'AAA(bra)'; Outlook Stable;
-- Short-term National Rating: 'F1+(bra)';
-- Support Rating '3';
-- Viability Rating: 'bb-'.


SETE BRASIL: Pick Mediator in Legal Dispute With Petrobras
----------------------------------------------------------
Reuters reports that state-controlled oil producer Petroleo
Brasileiro SA and Sete Brasil Participacoes SA have agreed to
choose a mediator for a legal dispute that forced the rig leaser
to seek creditor protection against BRL18 billion ($5.7 billion)
of debt.

In a securities filing, Petrobras said Gustavo Binenbojm had been
picked by both parties to mediate the dispute, according to
Reuters.  Founded in 2008 to fill the world's biggest deep-water
drilling fleet order, Sete Brasil had to file for bankruptcy
protection last year after efforts to secure a long-term contract
with Petrobras failed, the report notes.

The tussle between Petrobras and Sete Brasil's management and
shareholders has forced the rig leaser's creditors to write off
some of the BRL15 billion in loans they extended to Sete Brasil,
the report adds.

As reported in the Troubled Company Reporter-Latin America on Aug.
17, 2016, Guillermo Parra-Bernal at Reuters reports that Sete
Brasil Participacoes SA presented a draft reorganization plan that
includes seeking up to $5 billion in funding and downsizing
business, three months after the Brazilian rig leaser sought court
protection against BRL18 billion ($5.7 billion) in looming debt
payments.

Rio de Janeiro-based Sete Brasil is asking creditors, which
include some of the world's leading shipbuilders and Brazil's
largest lenders, to endorse a plan to help build between eight and
12 rigs, down from an original target of 28, Chief Executive
Officer Luiz Eduardo Carneiro said in an interview, according to
Reuters.

The plan was submitted to a court in Rio de Janeiro, where Sete
Brasil's reorganization is being handled, said the firm.


MABE BRASIL: Seeks U.S. Recognition of Brazilian Proceedings
------------------------------------------------------------
The administrators of what's left of defunct Brazilian appliance
maker Mabe Brasil Eletrodomesticos Ltda. filed a Chapter 15
petition in Miami, Florida to seek recognition of the Company's
liquidation proceedings pending in Brazil and to extend in the
U.S. its ongoing probe against the Company's officers and
shareholders.

A hearing is scheduled for Oct. 25, 2017, at 11:00 a.m. at C.
Clyde Atkins U.S. Courthouse, 301 N Miami Ave Courtroom 7, in
Miami, Florida.

MABE filed for judicial reorganization in Brazil in May 2013.  In
December 2015, the company ceased operations and the case was
converted to a liquidation proceeding.

MABE was a Brazilian company formed in 1943, which was in the
business of manufacturing home appliances.  MABE owned and
operated two manufacturing factories in Brazil and was a major
manufacturer and exporter of home appliances from Brazil.

In May of 2013, the Brazilian Court granted MABE's petition for
reorganization and appointed a judicial administrator to oversee
the reorganization.  In January of 2014, the Brazilian court
approved a plan of Reorganization proposed by MABE, which required
among other things, that MABE disclose its creditors and other
financial and that it make certain payments to its creditors.

Between January of 2014, when the Brazilian court approved MABE',s
Plan of Reorganization, and 2016, MABE incurred R$25,000,000
(approximately US$7,735,148) of additional debt.  As a result,
MABE was unable to pay its debts as they became due, breaching
the Plan of Reorganization previously approved by the Brazilian
Court and ceased operations on Dec. 18, 2015.  The judicial
administrator subsequently sought to convert the reorganization
proceeding into a liquidation Proceeding.

                              Shareholders

Although MABE's shareholders have fluctuated since the company's
formation, MABE's shareholders at the time it presented its
petition for reorganization were as follows:

        Shareholder                  Percentage
        -----------                  ----------
Mabe Mercosur Participacoes Ltda.      59.34%
Exinmex S.A. de CV                     21.10%
JObelpa USA LLC (US)                    8.67%
DO Paiol International LLC              6.30%
Camburi International LLC               3.37%
Cocinas Mabe S.A. de CV                 1.22%

According to the judicial administrator, MABE Mexico seems to have
been controlling the management and operations of MABE.  Based on
ongoing investigations into the business affairs of MABE, it
appears that MABE Mexico structured MABE's business in such a way
such that MABE received minimal to no profits due to the
activities of its exporting division, while MABE Mexico, which
sold MABE's products in the international market, siphoned most of
the profits from the business to itself.  Thus, MABE Mexico
appears to have maximized its profits at the expense of MABE's.

The judicial administrator estimates MABE has approximately 3,400
creditors and liabilities of approximately R$1,152,519,749 (or
approximately US$368,794,598).

Consequently, the judicial administrator seeks recognition under
Chapter 15 of the Bankruptcy Code to investigate the business and
affairs of MABE for purpose of recovering assets for the benefit
of the creditors, including possibly pursuing any available causes
of action.

"I am seeking recognition to, among other things, obtain
documentary and testimonial evidence from witnesses in furtherance
of my investigative and asset recovery efforts as part of the
Brazilian proceeding.  Specifically, I have identified particular
individuals and entities in the United States, including MABE's
former shareholders, headquartered in Miami, Florida, which I
believe have worked for, rendered services for and/or have
facilitated MABE's operations, and as a result, possess
information and documents relevant to my ongoing investigation and
recovery efforts," Luis Claudio Montoro, the judicial
administrator, said in court filings.

                         About Mabe Brasil

Based in Sao Paulo, Brazil, Mabe Brasil Eletrodomesticos Ltda.,
prior to its collapse, manufactured household appliances,
including gas fireplaces, freezers and washers.

On May 3, 2013, MABE filed a petition for judicial reorganization
before the Brazilian court, on the ground that it was experiencing
a financial crisis.

MABE's petition was granted on May 7, 2013, and the Brazilian
court appointed Eliane Gonsalves to serve as MABE's judicial
administrator.

On March 14, 2014, the Brazilian Court replaced Ms. Gonsalves with
Capital consultoria e Assessoria Ltda., and on Nov. 11, 2015,
Capital Consultoria e Assessoria Ltda was replaced with Capital
Administradora Judicial Ltda.  cAJ is represented by Luis Claudio
Montoro Mendes and Carolina Merizio Borges de Olinda.

On Dec. 18, 2015, MABE ceased operations.  Thereafter, the
administrator filed a petition to convert the reorganization into
a liquidation proceeding.  The Brazilian court granted the
petition on Feb. 10, 2016.

In its Feb. l0, 2016 order, the Brazilian Court declared MABE
bankrupt on Feb. 10, 2016, stayed all actions against MABE,
prohibited the sale or disposition of MABE's assets absent court
authorization, prohibited MABE's shareholders from leaving the
jurisdiction without good cause and notifying the Brazilian court,
and ordered MABE's shareholders to disclose their assets as
required under Brazilian law.

The judicial administrator of MABE filed a Chapter 15 petition
(Bankr. S.D. Fla. 17-21906) on Sept. 29, 2017, to seek U.S.
recognition of the Brazilian proceedings.  The Hon. Jay A. Cristol
presides over the U.S. case.   Sequor Law, P.A., is serving as
U.S. counsel.


MABE BRASIL: Chapter 15 Case Summary
------------------------------------
Chapter 15 Debtor: Mabe Brasil Eletrodomesticos Ltda.
                   c/o Capital Administradora Judicial Ltda
                   Sequor Law, P.A.
                   1001 Brickell Bay Drive, 9th Floor
                   Miami, FL 33131

Type of Business: Based in Sao Paulo, Brazil, Mabe Brasil
                  Eletrodomesticos Ltda., prior to its
                  collapse, manufactured household appliances
                  including gas fireplaces, freezers and
                  washers.

Foreign Proceeding:   Judicial reorganization proceeding before
                      2nd Lower Judicial Branch of Hortolandia,
                      Sao Paulo, Brazil, Case No.
                      0005814.34.20|3.8.26.0229

                      On May 3,2013, MABE filed a petition for
                      judicial reorganization before the Brazilian
                      court, on the ground that it was
                      experiencing a financial crisis.

Chapter 15 Petition Date: September 29, 2017

Chapter 15 Case No.: 17-21906

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Hon. Jay A. Cristol

Chapter 15 Petitioner: Capital Consultoria e Assessoria Ltda.,
                       represented by Luis C. Montoro Mendes
                       Rua Silvia No. 110 -Cj. 52
                       Bela Vista, Sao Paulo
                       Brazil

Chapter 15
Petitioner's
Counsel:               Annette C Escobar, Esq.
                       SEQUOR LAW, P.A.
                       1001 Brickell Bay Drive, Floor 9
                       Miami, FL 33131
                       Tel: 305-372-8282
                       E-mail: aescobar@sequorlaw.com

Estimated Assets: Unknown

Estimated Debt: Unknown

A full-text copy of the petition is available for free at:

          http://bankrupt.com/misc/flsb17-21906.pdf


MAGNESITA REFRATARIOS: Fitch Affirms BB IDR; Outlook Stable
-----------------------------------------------------------
Fitch Ratings has affirmed Magnesita Refratarios S.A.'s
(Magnesita) Long-Term Foreign and Local Currency Issuer Default
Ratings (IDRs) at 'BB' and National Scale Ratings at 'AA-(bra)'.
The Rating Outlook is Stable.

The ratings affirmation incorporates the short- to medium-term
challenges the combined entity, RHI Magnesita, will face as it
integrates. These challenges may hinder the deleveraging process
to late 2019 (consolidated net leverage around 2.5x).

During October 2016, RHI AG (RHI), the second largest refractory
global player, and the controlling shareholders of Magnesita,
reached an agreement to combine their operations, creating a
leading global company. The transaction has already received all
shareholder and regulatory approval and is expected to close by
November 2017.

Fitch views this transaction as positive for Magnesita's business
profile as it enhances its market position alongside its
geographic and product diversification. These factors should
improve the company's competitive position in the fragmented
refractory industry and allow it to better withstand downturns in
the steel cycle. Fitch calculates proforma leverage of around 3.5x
as of the LTM period ended on June 2017, incorporating all future
cash disbursements for the transaction, which is consistent with
'BB' medians of the agency's public Brazilian corporate portfolio
through the economic cycle.

If the combined entity is able to generate solid free cash flow,
lower net leverage around 2.5x, and/or capture synergies that
would boost its EBITDA margins above 15% on a sustained basis, its
Outlook could be revised to Positive, given the favourable aspects
of this transaction from a business risk perspective.

KEY RATING DRIVERS

Business Profile to Improve: Magnesita's business fundamentals are
underpinned by its position as the world's third-largest
refractory manufacturer in a highly fragmented market, its 80%
vertical integration, geographical diversification and its long-
life mine reserves. These factors allow the company to operate
with a good level of profitability that combined with its
geographic diversification provide some business resilience. While
Magnesita's strongest long-term customers are Brazilian, North
American and German steel producers, the company's high exposure
to the steel industry, at around 73% of its total revenues as of
the LTM to June 2017, remain a credit concern and add to business
risk. Under the combined entity, the exposure to steel remains
high at 72%.

Increasing Geographic Diversification: Magnesita has gradually
diversified its geographic footprint, reducing its exposure to
Brazil to approximately 30% of revenues. This is important because
the Brazilian economy has been pressured by high inflation and
negative growth during the past few years. Under the combined
entity, revenues are expected to be spread more evenly
geographically, with 28% of its revenues originated within Europe,
22% in North America, 20% in South America, 17% APAC and 13% rest
of the world. Brazil will represent less than 13% of consolidated
revenues.

Challenge to Improve FFO: Despite weak Brazilian steel volumes and
negative industry trends, Magnesita has been able to maintain
relatively stable EBITDA margins during the tough economic periods
of 2015 and 2016. During the LTM to June 30, 2017, Magnesita
generated BRL520 million of adjusted EBITDA with a margin of
15.5%, per Fitch's calculations. This margin compares quite well
with the industry average of 12%. Magnesita's cost of capital is
high, which has resulted in lower FFO margins than peers. On a
pro-forma basis, the combined EBITDA and FFO for RHI Magnesita was
EUR323 million and EUR162 million, respectively. Going forward,
Fitch expects synergy gains to materialize late in 2019.

Dividends and Merger Pressures FCF: Magnesita paid BRL87 million
in dividends leading to negative free cash flow generation (FCF)
of BRL103 million during the LTM ending June 2017. The recent
reduction in interest expenses and lower capex were not enough to
offset the weaker FFO generation and the dividend pay-out during
the period. Magnesita showed a first year of positive FCF during
2016, but its track record shows consistent negative FCF
generation. In the case of RHI, it shows a solid track record of
positive FCF generation. Going forward for the combined entity,
Fitch expects some FCF deterioration during 2018, but it should
remain solid from 2019 onward.

Deleverage Trend by 2019: As of June 30, 2017, on a pro forma
basis that includes a complete tender by Magnesita's minority
shareholders, Fitch projects the merged entity's consolidated net
leverage to be 3.5x. Fitch expects this leverage to reach below
2.5x by 2019, following the capture of synergy gains and around
EUR60 million in asset sales as part of the divestment
requirement. Magnesita's stand-alone net leverage was 3.4x in the
LTM period ending June 2017, an improvement from the 4.4x average
during 2013 - 2015. RHI exhibits a more conservative stand-alone
credit profile with average net leverage of 2.2x from 2013 - 2017.

The transaction will be funded by a mix of equity and debt. RHI
will acquire the controlling stake of 46% of the entire share
capital in Magnesita for EUR 118 million and 4.6 million new
shares to be issued by RHI Magnesita.

DERIVATION SUMMARY

Magnesita is well positioned in terms of business profitability
compared to its most immediate peers in the industry. The company
is the third largest player in the highly fragmented refractory
solutions market, with strong operating margins given its high
level of integration (80%) plus its cost per performance contracts
(CPP). The company has a track record of strong EBITDA margins of
around 15%, while most immediate peers such as RHI and Vesuvius
PLC operate within a 10% to 12% range. Magnesita's product
portfolio is less diversified than those cited above. The company
is about to conclude a merger with the second largest global
player, RHI, creating a leading global refractory company. The
combined entity (RHI Magnesita) will benefit from a stronger
business profile, as the merger should allow market consolidation
as well improvement in geographic and product diversification.
These factors should improve the company's competitive position,
allowing it to better withstand downturns in the steel industry
cycle. The refactory industry has a large exposure to the more
volatile steel industry, which represents 60% of its revenues.

On stand-alone basis, Magnesita has weaker operating cash flow
generation compared to issuers in the 'BB' rating category. The
company's FFO margin averaged 5.4% over the last three years;
while the average for the Brazilian Corporate public portfolio
rated 'BB' (excluding Utilities) was 12%. Nevertheless, its
current leverage position (net debt/EBITDA in the range of 3.0x to
3.2x) as well as its strong cash position, plus proactive
liability strategy positioned it well within the rating category.
Moving forward with the merger, Fitch expects that following a
period of 18 to 24 months the combined entity will be able to
strengthen its operating cash flow and reduce its net leverage
ratios to around 2.5x. This level of net leverage would be more
commensurate with a 'BB+' rating.

KEY ASSUMPTIONS

Fitch's key assumptions within the agency's rating case for the
issuer include:
-- Magnesita will continue to operate and search for funding on a
    stand-alone basis, with no credit support from RHI, at least
    mid-2018;
-- Stable revenues for Magnesita in 2017 and high single- digit
    revenue decline in 2018 for the combined entity during 2018;
-- Softer but still resilient EBITDA margins - EBITDA margin in
    the 14% to 15% range;
-- Standalone Magnesita capex at around BRL200 million:
-- Cash balance remains sound compared to short-term debt, with
    Magnesita successfully refinancing is short to medium term
    debt in the local capital market until 1Q18.

RATING SENSITIVITIES

Future Developments That May, Collectively, Lead to Positive
Rating Action
- The successful completion of the RHI Magnesita transaction by
   1st half of 2018;
- Combined entitiy to improve EBITDA margins to around 15%;
- Net leverage ratio at or below 2.5x, on a sustainable basis.

Future Developments That May, Individually or Collectively, Lead
to Negative Rating Action
- Prolonged downturn in the cyclical steel and cement markets
   that hampers production volumes globally more than expected;
- Market share erosion in Brazil and on Global basis;
- EBITDA margins declining below 13% on a sustained basis;
- Net adjusted leverage consistently above 3.5x from 2018
   onwards;
- Deterioration of adequate liquidity compared to short-term
   debt, leading to refinancing risk exposure.

LIQUIDITY

As of June 30, 2017, the company had BRL2.6 billion of debt, of
which BRL523 million is due in the short term, while cash and
marketable securities was solid at BRL747 million. The company's
cash position is enough to meet all current debt maturities until
2018. Fitch expects the company to access the credit market until
1Q18 in order to refinance maturities coming due in 2018 and 2019.
Positively, Magnesita has demonstrated proven access to export
credit lines that could also be an alternative source of future
funding. The company's inability to carefully avoid refinancing
risk within the near term, may pressure its ratings.  On a
consolidated basis, Fitch calculates proforma debt at RHI
Magnesita of EUR1,6 billion and cash position of EUR416 million.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the following ratings:

Magnesita Refratarios S.A.
-- Long-Term Foreign Currency IDR at 'BB';
-- Long-Term Local Currency IDR at 'BB';
-- National Long-Term rating at 'AA-(bra)';

Magnesita Finance Ltd.
-- Senior unsecured ratings at 'BB'.

The Rating Outlook is Stable.




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


SOCIEDAD CONCESIONARIA: Moody's Upgrades Rating from Ba1
--------------------------------------------------------
Moody's Investors Service has upgraded to Baa2 from Ba1 the
ratings on Sociedad Concesionaria Vespucio Norte Express S.A. The
outlook is stable.

The rating upgrade incorporates the consolidation of solid traffic
and revenue trends that Moody's anticipates will continue over the
coming years.

Furthermore, the rating upgrade acknowledges that credit metrics
will be sustained -sound revenue and cash flows and stable debt
service coverage- by solid traffic patterns and despite gradually
increasing debt service payments through 2024. As with other
mature toll-roads, Moody's expects that the pace of traffic growth
will slow down gradually.

Credit metrics have improved in recent years and are now solidly
positioned in relation to Baa rated Chilean peers. Debt service
coverage ratio (DSCR) as calculated by Moody's reached 1.7 times
in 2016, while the FFO to debt ratio reached 8% with cash interest
coverage at around 2.0 times. The steady improvement of metrics
resulted from a combination of solid traffic and sustained revenue
growth. Per the concession contract, revenues are increased
automatically by 3.5% over the prior year's inflation. As traffic
growth stabilizes, Moody's expects DSCR, FFO to debt and interest
coverage remaining at around 1.7 times, 10% and 2.0-2.5 times in
the next few years.

RATINGS RATIONALE

The Baa2 rating also reflects the road strong asset fundamentals,
including the high percentage of commuter traffic and the asset's
connectivity with other key urban expressways throughout
metropolitan Santiago. The compounded annual growth rate of
traffic for the period 2012-2016 reached 9% and Moody's does not
foresee a significant decline in traffic volumes over the life of
the concession. The rating is also supported by strong economic
fundamentals in Vespucio Norte's area of service and continue to
note an overall supportive and predictable regulatory framework
for toll road concessions in Chile.

The stable outlook reflects Moody's expectations that, as a mature
asset, traffic and revenue trends will not improve significantly
and that volume growth rates will be lower than the more recent
high rates of growth. However, Moody's expects stable debt service
coverage metrics to continue until the end of the concession.

Given the recent upgrade and stable outlook, the rating is
unlikely to move up in the short term. However, if traffic and
revenue trends prove to be more robust than expected, with debt
service coverage (DSCR) consistently over 2.5 times, the ratings
could be further upgraded.

On the contrary, downward pressure on the ratings could occur if
expected metrics do not materialize and DSCR falls below 1.5
times.

Established in 2002 under the laws of the Republic of Chile for
the sole purpose of constructing and operating the 28.5 Km.
Vespucio Norte Express (VNE) toll road, the company holds a 30-
year concession agreement granted by the Chilean Ministry of
Public Works (MOP) in 2003. The concession ends in 2033 while the
bonds mature in 2028.

The current 100% ownership of the concessionaire corresponds to
Brookfield Infrastructure Group, through its wholly owned
subsidiary Taurus Holdings Chile S.A.

The principal methodology used in this rating was Privately
Managed Toll Roads published in May 2014.


===================
C O S T A   R I C A
===================


BANCO DE COSTA RICA: Moody's Ups Baseline Credit Assessment to ba3
------------------------------------------------------------------
Moody's Investors Service has downgraded the standalone baseline
credit assessment (BCA) and adjusted BCA of state-owned Banco de
Costa Rica (BCR) to ba3 from ba2. At the same time, the rating
agency affirmed the bank's long-term local currency deposit and
foreign currency senior unsecured debt ratings of Ba2, as well as
the long-term foreign currency deposit rating of Ba3. The outlook
on all long-term deposit and debt ratings remains negative.

Further, the bank's long-term counterparty risk (CR) assessment
was downgraded to Ba2(cr) from Ba1(cr), in line with the downgrade
of the adjusted BCA. Moody's also affirmed BCR's short-term local
and foreign currency deposit ratings of Not Prime as well as the
short-term CR assessment of Not Prime(cr).

The following assessments were downgraded:

Banco de Costa Rica:

Baseline credit assessment, to ba3 from ba2

Adjusted baseline credit assessment, to ba3 from ba2

Long-term counterparty risk assessment, to Ba2(cr) from Ba1(cr)

The following assessment was affirmed:

Banco de Costa Rica:

Short term counterparty risk assessment of Not Prime(cr)

The following ratings were affirmed:

Banco de Costa Rica:

Long term local currency deposit rating of Ba2, negative outlook
maintained

Long term foreign currency deposit rating of Ba3, negative outlook
maintained

Short term local and foreign currency deposit ratings of Not Prime

Long term foreign currency senior unsecured debt rating of Ba2,
negative outlook maintained

Outlook actions:

Outlook, remains negative

RATINGS RATIONALE

The downgrade of BCR's standalone BCA to ba3 reflects heightened
concerns regarding the bank's corporate governance evidenced by
the request from the President of the Republic of Costa Rica, Mr.
Luis Guillermo Solis, for resignation of BCR's entire Board of
Directors on September 26, 2017. The request was in part motivated
by a report by the Superintendency of Financial Institutions
(SUGEF) that according to President Solis points to internal
conflicts between the board members that have undermined the
bank's functioning and decision making. President Solis expects to
announce the new board composition on October 3, 2017. However,
most of current board members have refused to resign and instead
have requested to undergo an administrative process to determine
if there is cause for their dismissal.

As the administrative process could take several months to
resolve, the refusal by the board members to resign could lead to
an inability by the bank to take significant governance decisions,
compounding at least temporarily the issues that led to the
President to request the board's resignation in the first place.
This President's request comes on top of an ongoing investigation
by a Special Commission of Congress into some loans extended by
Banco de Costa Rica as well as the suspension of the bank's Chief
Executive Officer for three months beginning in July 2017 while
undisclosed investigations are conducted.

Moody's believes concerns with the bank's corporate governance are
likely to negatively impact BCR's overall funding profile via
higher refinancing and repricing risks, especially if the
uncertainty regarding the bank's board of directors is not
resolved quickly. That said, the sovereign guarantee on the bank's
obligations should help to mitigate any impact, particularly on
the bank's deposits.

In addition, the President cast concern on the conditions under
which the bank managed loans to certain business that have been
subject to question. According to the President, as a result of
the bank's corporate governance challenges, the bank's controls in
terms of the monitoring of loans cannot be guaranteed.
Consequently the corporate governance risks may crystalize in
higher asset risks and credit costs. In fact, the SUGEF has
already required management to revisit the internal
classifications of specific credit exposures, potentially eroding
its already weak profitability.

BCR's ba3 BCA also captures the bank's weak core capitalization,
offset by good liquidity buffers. Banco de Costa Rica's Ba2 local
currency deposit and foreign currency debt ratings were affirmed
notwithstanding the downgrade of the BCA due to Moody's
expectation of full support from the government. This assessment
is based on the government's 100% ownership of the bank, its
guarantee of the bank's senior obligations under Article 4 of the
Banking Law, the bank's important public policy mandate, and the
importance of its deposit and loan franchise within the Costa
Rican financial system. As a result, the local currency deposit
and foreign currency debt ratings now benefit from a notch of
uplift from the ba3 BCA. The banks' Ba3 foreign currency deposit
rating remains constrained by Costa Rica's sovereign ceiling for
foreign currency deposits.

The negative outlook on the bank's ratings is in line with the
negative outlook on Costa Rica's Ba2 sovereign debt rating.

WHAT COULD CAUSE THE RATINGS TO MOVE UP OR DOWN

The bank's debt and deposit ratings would likely be downgraded if
Costa Rica's sovereign ratings are downgraded. Its BCA would face
further downward pressure if the bank's funding, liquidity, asset
quality or profitability deteriorate significantly as a result of
its corporate governance challenges. The BCA could also be
downgraded if additional shortcoming in corporate governance, risk
management and control frameworks come to light. However, a change
in the BCA would not in and of itself affect the bank's deposit
and debt ratings.

Upward pressures on BCR's ratings are limited given the negative
outlook on the issuer and on the sovereign ratings of the
Government of Costa Rica. However, the outlook on the bank's
ratings could stabilize if and when the sovereign outlook
stabilizes.

The last rating action on Banco de Costa Rica was on 13 February
2017.

The principal methodology used in these ratings was Banks
published in September 2017.



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


TOYS "R" US: Taps Prime Clerk as Administrative Agent
-----------------------------------------------------
Toys "R" Us, Inc. seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Virginia to hire Prime Clerk LLC as
administrative advisor.

The firm will provide bankruptcy administrative services to the
company and its affiliates, which include assisting them in the
solicitation, balloting and tabulation of votes; preparing an
official ballot certification and reports in support of
confirmation of a Chapter 11 plan; providing a confidential data
room; and managing the distributions to creditors.

Shai Waisman, chief executive officer of Prime Clerk, disclosed in
a court filing that the firm is a "disinterested person" as
defined in section 101(14) of the Bankruptcy Code.

Prime Clerk can be reached through:

     Shai Y. Waisman
     Prime Clerk LLC
     830 3rd Avenue, 9th Floor
     New York, NY 10022
     Tel: (212) 257-5450
     Email: swaisman@primeclerk.com

                        About Toys "R" Us

Toys "R" Us, Inc., is an American toy and juvenile-products
retailer founded in 1948 and headquartered in Wayne, New Jersey,
in the New York City metropolitan area.  Merchandise is sold in
880 Toys "R" Us and Babies "R" Us stores in the United States,
Puerto Rico and Guam, and in more than 780 international stores
and more than 245 licensed stores in 37 countries and
jurisdictions.

Merchandise is also sold at e-commerce sites including Toysrus.com
and Babiesrus.com.

On July 21, 2005, a consortium of Bain Capital Partners LLC,
Kohlberg Kravis Roberts and Vornado Realty Trust invested $1.3
billion to complete a $6.6 billion leveraged buyout of the
company.

Toys "R" Us is now a privately owned entity but still files with
the Securities and Exchange Commission as required by its debt
agreements.

The Company's consolidated balance sheet showed $6.572 billion in
assets, $7.891 billion in liabilities, and a stockholders' deficit
of $1.319 billion as of April 29, 2017.

Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its
Canadian subsidiary voluntarily filed for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No.
17-34665) on Sept. 19, 2017.

Judge Keith L. Phillips is the case judge.  Kirkland & Ellis LLP
and Kirkland & Ellis International LLP serves as the Debtors'
legal counsel.  Kutak Rock LLP serves as co-counsel.  Toys "R" Us
employed Alvarez & Marsal North America, LLC as its restructuring
advisor; and Lazard Freres & Co. LLC as its investment banker.  It
hired Prime Clerk LLC as claims and noticing agent.  A&G Realty
Partners, LLC serves as its real estate advisor.

In addition, the Company's Canadian subsidiary voluntarily
commenced parallel proceedings under the Companies' Creditors
Arrangement Act ("CCAA") in Canada in the Ontario Superior Court
of Justice.

The Company's operations outside of the U.S. and Canada, including
its 255 licensed stores and joint venture partnership in Asia,
which are separate entities, are not part of the Chapter 11 filing
and CCAA proceedings.

Grant Thornton is the monitor appointed in the CCAA case.

On September 26, 2017, the U.S. Trustee for Region 4 appointed an
official committee of unsecured creditors.


TOYS "R" US: Taps Kutak Rock as Virginia Co-Counsel
---------------------------------------------------
Toys "R" Us, Inc. seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Virginia to hire Kutak Rock LLP.

The Richmond-based law firm will serve as co-counsel with Kirkland
& Ellis LLP and Kirkland & Ellis International LLP, the firms
tapped by the company to be its bankruptcy counsel.

The retention of Kutak Rock will provide additional legal
resources to advise Toys "R" Us and its affiliates on various
matters and will allow them to operate "more effectively" given
its knowledge of bankruptcy law and procedure in Virginia,
according to court filings.

The attorneys and paralegals who will be providing the services
and their standard hourly rates are:

     Michael Condyles     Partner       $520
     Peter Barrett        Partner       $470
     Jeremy Williams      Partner       $360
     Lynda Wood           Paralegal     $175
     Amanda Nugent        Paralegal     $145

Before the petition date, Kutak Rock received a $75,000 retainer
from the Debtors as security for the payment of all unpaid fees
and expenses owed to the firm.

Michael Condyles, Esq., a partner at Kutak Rock, disclosed in a
court filing that each of the firm's partners, counsel and
associates is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code.

In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Condyles disclosed that his firm has not agreed to any variations
from, or alternatives to, its standard or customary billing
arrangements.

Mr. Condyles also disclosed that no adjustments were made to
either the billing rates or the material financial terms of Kutak
Rock's employment by the Debtors as a result of the filing of
their cases.

The firm prepared a staffing plan and budget that covers the
period September to December 2017, according to Mr. Condyles.

Kutak Rock can be reached through:

     Michael A. Condyles, Esq.
     Peter J. Barrett, Esq.
     Jeremy S. Williams, Esq.
     Kutak Rock LLP
     901 East Byrd Street, Suite 1000
     Richmond, VA 23219-4071
     Tel: (804) 644-1700
     Fax: (804) 783-6192

                        About Toys "R" Us

Toys "R" Us, Inc., is an American toy and juvenile-products
retailer founded in 1948 and headquartered in Wayne, New Jersey,
in the New York City metropolitan area.  Merchandise is sold in
880 Toys "R" Us and Babies "R" Us stores in the United States,
Puerto Rico and Guam, and in more than 780 international stores
and more than 245 licensed stores in 37 countries and
jurisdictions.

Merchandise is also sold at e-commerce sites including Toysrus.com
and Babiesrus.com.

On July 21, 2005, a consortium of Bain Capital Partners LLC,
Kohlberg Kravis Roberts and Vornado Realty Trust invested $1.3
billion to complete a $6.6 billion leveraged buyout of the
company.

Toys "R" Us is now a privately owned entity but still files with
the Securities and Exchange Commission as required by its debt
agreements.

The Company's consolidated balance sheet showed $6.572 billion in
assets, $7.891 billion in liabilities, and a stockholders' deficit
of $1.319 billion as of April 29, 2017.

Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its
Canadian subsidiary voluntarily filed for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No.
17-34665) on Sept. 19, 2017.

Judge Keith L. Phillips is the case judge.  Kirkland & Ellis LLP
and Kirkland & Ellis International LLP serves as the Debtors'
legal counsel.  Kutak Rock LLP serves as co-counsel.  Toys "R" Us
employed Alvarez & Marsal North America, LLC as its restructuring
advisor; and Lazard Freres & Co. LLC as its investment banker.  It
hired Prime Clerk LLC as claims and noticing agent.  A&G Realty
Partners, LLC serves as its real estate advisor.

In addition, the Company's Canadian subsidiary voluntarily
commenced parallel proceedings under the Companies' Creditors
Arrangement Act ("CCAA") in Canada in the Ontario Superior Court
of Justice.

The Company's operations outside of the U.S. and Canada, including
its 255 licensed stores and joint venture partnership in Asia,
which are separate entities, are not part of the Chapter 11 filing
and CCAA proceedings.

Grant Thornton is the monitor appointed in the CCAA case.

On September 26, 2017, the U.S. Trustee for Region 4 appointed an
official committee of unsecured creditors.


TOYS "R" US: Taps A&G Realty as Real Estate Advisor
---------------------------------------------------
Toys "R" Us, Inc. seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Virginia to hire A&G Realty Partners,
LLC as its real estate advisor.

The firm will provide these services to the company and its
affiliates in connection with their Chapter 11 cases:

     (a) consult with the Debtors to discuss their goals,
         objectives and financial parameters in relation to their
         leases and properties;

     (b) negotiate with landlords in order to assist the Debtors
         in obtaining modifications of the terms of their leases;

     (c) negotiate with landlords in order to assist the Debtors
         in obtaining the right to terminate certain leases prior
         to their scheduled termination dates;

     (d) negotiate with landlords and other third parties in
         order to assist them in the sale of certain leases;

     (e) negotiate with third parties in order to assist the
         Debtors in selling their fee owned properties;

     (f) negotiate with landlords and other third parties to
         assist the Debtors in obtaining waiver or reduction
         of cure amounts;

     (g) negotiate with landlords in order to assist the Debtors
         in obtaining their consent for extensions of time to
         assume or reject leases, and consents to extend any
         going out of business sales past confirmation of a plan
         of reorganization;

     (h) market the Debtors' leases and properties with their
         written approval, as necessary; and

     (i) submit bi-weekly written reports to the Debtors
         regarding the status of the services.

The firm will be compensated in accordance with this fee
arrangement:

     (a) Retainer.  The Debtors will pay A&G a retainer fee in
         the amount of $150,000 upon execution of their
         agreement.

     (b) Monetary Lease Modifications.  For each monetary lease
         modification obtained by A&G, the firm will earn and be
         paid 3% of the occupancy cost savings per lease except
         for (i) monetary lease modifications related solely to
         reduction in the lease base term (in such instances, if
         A&G obtains a reduction in the base term of the Debtors'
         lease, the firm will earn and be paid a fee of $1,000
         per lease, and (b) if a tenant allowance is negotiated
         without any reduction in rent (in such instances, no
         monetary lease modification fee shall be due).

     (c) Non-Monetary Lease Modifications.  For each acceptable
         non-monetary lease modification, other than lease term
         reductions, obtained by A&G, the firm will earn and be
         paid a fee of $500 per lease.

     (d) Early Termination Rights.  For each early termination
         right obtained by A&G, the firm will earn and be paid a
         fee of $750 per lease. In the event any lease is
         terminated and the Debtors elect to enter into a
         replacement or new lease, it will be negotiated directly
         by the Debtors and A&G will not be entitled to any fee
         in connection with the replacement or new lease but will
         be entitled to the fee for the initial termination.

     (e) Lease Claim Mitigations.  For each lease claim
         mitigation obtained by A&G, the firm will earn and be
         paid a fee of 3% of the lease claim mitigation amount.

     (f) Lease Sales.  For each lease sale obtained by A&G, the
         firm will earn and be paid a fee of 3% of the gross
         proceeds or the occupancy cost savings, as applicable.

     (g) Property Sales.  For each property sale obtained by A&G,
         the firm will earn and be paid a fee of 2% of the gross
         proceeds.

     (h) Landlord Consents.  For each landlord consent obtained
         by A&G, the firm will earn and be paid a fee of $500 per
         lease.

Andrew Graiser, co-president of A&G, disclosed in a court filing
that his firm is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code.

A&G can be reached through:

     Andrew Graiser
     A&G Realty Partners, LLC
     445 Broadhollow Road, Suite 410
     Melville, NY 11747
     Direct Dial: 631-465-9506
     Mobile: 516-946-8982
     Email: andy@agrealtypartners.com

                        About Toys "R" Us

Toys "R" Us, Inc., is an American toy and juvenile-products
retailer founded in 1948 and headquartered in Wayne, New Jersey,
in the New York City metropolitan area.  Merchandise is sold in
880 Toys "R" Us and Babies "R" Us stores in the United States,
Puerto Rico and Guam, and in more than 780 international stores
and more than 245 licensed stores in 37 countries and
jurisdictions.

Merchandise is also sold at e-commerce sites including Toysrus.com
and Babiesrus.com.

On July 21, 2005, a consortium of Bain Capital Partners LLC,
Kohlberg Kravis Roberts and Vornado Realty Trust invested $1.3
billion to complete a $6.6 billion leveraged buyout of the
company.
Toys "R" Us is now a privately owned entity but still files with
the Securities and Exchange Commission as required by its debt
agreements.

The Company's consolidated balance sheet showed $6.572 billion in
assets, $7.891 billion in liabilities, and a stockholders' deficit
of $1.319 billion as of April 29, 2017.

Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its
Canadian subsidiary voluntarily filed for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No.
17-34665) on Sept. 19, 2017.

Judge Keith L. Phillips is the case judge.  Kirkland & Ellis LLP
and Kirkland & Ellis International LLP serves as the Debtors'
legal counsel.  Kutak Rock LLP serves as co-counsel.  Toys "R" Us
employed Alvarez & Marsal North America, LLC as its restructuring
advisor; and Lazard Freres & Co. LLC as its investment banker.  It
hired Prime Clerk LLC as claims and noticing agent.  A&G Realty
Partners, LLC serves as its real estate advisor.

In addition, the Company's Canadian subsidiary voluntarily
commenced parallel proceedings under the Companies' Creditors
Arrangement Act ("CCAA") in Canada in the Ontario Superior Court
of Justice.

The Company's operations outside of the U.S. and Canada, including
its 255 licensed stores and joint venture partnership in Asia,
which are separate entities, are not part of the Chapter 11 filing
and CCAA proceedings.

Grant Thornton is the monitor appointed in the CCAA case.

On September 26, 2017, the U.S. Trustee for Region 4 appointed an
official committee of unsecured creditors.


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


VENEZUELA: Wall Street Sees 'Existential Crisis' as Payday Nears
----------------------------------------------------------------
Ben Bartenstein at Bloomberg News reports that Venezuelan
investors are getting ready for a wild ride over the next five
weeks as the government stares down $3.5 billion in debt payments.

While all the country's due dates in the past year have elicited
serious hand-wringing, the next few are on a whole new level,
according to Bloomberg News.  That's because unlike recent
transactions in which a 30-day grace period allowed Venezuela to
avoid default, the upcoming deadlines have no leniency, Bloomberg
News notes.  Further complicating matters, some of the bonds are
backed by a majority stake in Citgo Holding Inc., potentially
putting one of the biggest U.S. refiners in play, Bloomberg News
relays.

"There's no 'Oops, I did it again,"' said Ray Zucaro, the chief
investment officer at Miami-based RVX Asset Management, which
holds PDVSA bonds, but not the ones with principal payments in the
next few months, Bloomberg News says.  "It would be an existential
crisis, like removing the key block in the game of Jenga."

While Venezuela's finances have been teetering ever since oil fell
below $100 a barrel three years ago, President Nicolas Maduro and
his late predecessor, Hugo Chavez, have always made sure foreign
bondholders got paid, the report notes.  But the government has
struggled to make payments on time in the past year after
disruptions in the chain of banks, trustees and other agents that
gets cash to creditors, as well as increasing scrutiny of the
nation's financial transactions amid sanctions imposed by the
Trump administration, the report relays.

In the past, a few days of delay didn't matter much because rules
of the bonds allowed for some flexibility, the report discloses.
But that's not the case for a $842 million payment from the state
oil company due Oct. 27 for amortizing bonds that mature in 2020,
or the $1.1 billion due on a bond that matures Nov. 2, the report
relays.

Investors are worried that some type of hangup could trigger an
accidental default, the report says.  Adding to that concern is
speculation that a few ruthless hedge funds may seek to trigger a
credit event in order to get their hands on Citgo, the report
notes.  The Petroleos de Venezuela SA bonds due in 2020 are backed
by an equity stake in Citgo Holding, in the event of a missed
payment.

A portfolio manager for one of PDVSA's 10 largest reported
bondholders said that his firm sold all of its 2017 bonds over the
past month due to the downside risk, favoring the 2020 notes given
the value of the collateral, the report says.  He asked not to be
identified, citing his firm's policy, says the report.

Russian Finance Minister Anton Siluanov told reporters that a deal
to restructure Venezuela's debt "can't be ruled out" by year end,
the report relays.  PDVSA's 2020 bonds rallied to an all-time high
of 83.06 cents on the dollar as of 1:25 p.m. in New York, on Oct.
2, while the 2017 notes climbed to a one-week high of 94.46 cents,
reports Bloomberg News.

                      'Catastrophic' Outcome

According to the report, one of the most mystifying aspects for
bondholders has been confusion over how exactly Venezuela's
payments are transferred as more financial institutions refuse to
do business with Caracas, the report relays.  In November,
Citigroup Inc. resigned its role as paying agent on six PDVSA
bonds after delayed coupon payments on three of the notes
activated grace periods, the report discloses.

Eulogio Del Pino, PDVSA's president at the time, blamed the
problem on the New York-based bank, telling bondholders to "call
Citibank and complain," the report relays.  Its role was taken
over by Law Debenture Trust Company.  Then in December, Delaware
Trust Company became the paying agent for all of PDVSA's bonds
following its acquisition of Law Debenture, the report recalls.

A default could be triggered if PDVSA causes a delay in processing
payments for a bond without a grace period and holders of at least
25 percent of the notes vote for an acceleration, according to
Richard Cooper, a partner at Cleary Gottlieb Steen & Hamilton, who
has advised Puerto Rico and a variety of Latin American companies
on debt restructurings, the report notes.  If PDVSA delivers U.S.
dollar-denominated funds in full and on time to its paying agent,
any potential delay in transferring money to bondholders would be
the responsibility of the paying agent and wouldn't trigger a
credit event, he said, the report discloses.

"The stakes are definitely high," said Victor Fu, the director of
emerging-market sovereign strategy at Stifel Nicolaus & Co, the
report relays.  While the probability of an accidental default
appears small, "the outcome of delays could be catastrophic," he
says.

As reported in the Troubled Company Reporter-Latin America on
Sept. 28, 2017, S&P Global Ratings suspended its 'CCC-' local
currency issue ratings on four of the Bolivarian Republic of
Venezuela's local currency-denominated debt issues. S&P said, "At
the same time, we affirmed our 'CCC-' long-term foreign and local
currency sovereign issuer credit ratings. The outlook on the long-
term ratings is negative. In addition, we affirmed our 'C' short-
term foreign and local currency sovereign issuer credit ratings.
The transfer and convertibility assessment remains 'CCC-'."


VENEZUELA: Said to Be Late on $185 Million Sovereign Bond Payment
-----------------------------------------------------------------
Katia Porzecanski, Christine Jenkins, and Ben Bartenstein at
Bloomberg News report that Venezuela, one of the world's riskiest
countries for investors, is late on a debt payment.

The intermediaries tasked with passing along interest payments for
the cash-strapped nation haven't received the funds for an $185
million coupon that was due Sept. 15, according to people with
knowledge of the matter, notes Bloomberg News.  Investors
interviewed by Bloomberg say they haven't been paid, and brokers
say their clients are still waiting on the cash.

The government has a 30-day grace period -- now 25 days -- to make
good on the payment before triggering an event of default on the
notes, Bloomberg News relays.

Venezuelan officials are mum about what's going on, Bloomberg News
notes.  The public credit office, which typically makes an
announcement on its Twitter account once it transfers funds for
bond payments, hasn't said anything, says the report.  A person at
the office declined to comment on whether the funds have been
transferred, or when investors will receive them, Bloomberg News
notes.

While analysts have said for years that Venezuela will soon run
out of cash to pay its debts, President Nicolas Maduro's
government -- and that of Hugo Chavez before him -- have made
honoring the obligations an issue of national pride, Bloomberg
News discloses.  And this isn't the first time Venezuela has been
late on making a payment, Bloomberg News relays.  In November,
there were delays of several days for various securities issued by
state oil producer Petroleos de Venezuela SA, notes Bloomberg
News.

"There is a joke that Venezuelans never arrive to a party at the
time the invitation says," said Ray Zucaro, a money manager at RVX
Asset Management, Bloomberg News relays.  "So people think -- hope
-- they will pay it. On the other hand, their options are becoming
fewer and far between, and maybe they are really running out of
cash," Mr. Zucaro added.

As reported in the Troubled Company Reporter-Latin America on
Sept. 28, 2017, S&P Global Ratings suspended its 'CCC-' local
currency issue ratings on four of the Bolivarian Republic of
Venezuela's local currency-denominated debt issues. S&P said, "At
the same time, we affirmed our 'CCC-' long-term foreign and local
currency sovereign issuer credit ratings. The outlook on the long-
term ratings is negative. In addition, we affirmed our 'C' short-
term foreign and local currency sovereign issuer credit ratings.
The transfer and convertibility assessment remains 'CCC-'."


VENEZUELA: Asks to Restructure Russian Debt
-------------------------------------------
The Financial Times reports that Venezuela has asked Moscow to
restructure the country's debt, Russia's finance minister has
said, in a sign of the country's deepening financial distress.

Russia has become a critical lender to the crisis-wracked country,
through state loans and financial assistance by state oil producer
Rosneft to Venezuela's PdVSA, according to The Financial Times.

"There was a request from our colleagues in Venezuela to carry out
a restructuring," said Anton Siluanov, the report notes.  "There
are difficulties in fulfilling the debt," the report quoted Mr.
Siluanov as saying.

The report notes that Mr. Siluanov said the discussions were
taking place within the Paris Club of creditors and "on the other
hand, we are directly engaged in bilateral contacts in order to
work out a mechanism for restructuring the debt."

"I am confident that we will find acceptable solutions with
Venezuela," the minister told reporters, the report relays.

Rosneft, controlled by the Kremlin, extended US$1bn in additional
credit to PVDSA earlier this year in the form of pre-payments for
oil supplies, bringing total lending to its Venezuelan counterpart
to US$6.5 billion, the report notes.

Last month, Rosneft said PdVSA had repaid around $750 million of
that in oil shipments, and $500 million in interest payments,
taking the total outstanding to $5.7 billion, plus $300 million in
unpaid accrued interest, the report relays.  All outstanding
obligations are scheduled to be settled by the end of 2019, the
Russian company said, the report says.

Venezuela's financial and economic plight has been mounting for
years, but became acute after oil prices plunged in 2014, the
report relays.  Since then investors have speculated that it was
only a matter of time before the country was forced to default and
restructure its debts, the report notes.

However, concerns that a default on its international bonds would
trigger creditor lawsuits in New York and London -- potentially
allowing them to seize Venezuela's vital oil export revenues --
has spurred the government led first by Hugo Chavez and now
Nicolas Maduro to insist that they will keep paying bondholders,
the report relays.

The FT says continued payment on about $100 billion of bonds and
loans at a time of subdued oil prices has forced the Venezuelan
authorities to conserve dollars by dramatically crimping imports
on basic goods, worsening an already acute humanitarian crisis in
the Latin American country.

The US recently slapped financial sanctions on Venezuela that in
effect blocked it from raising more money from international bond
markets, but also rendered a debt restructuring of its bonds a
practical impossibility, the report says.  That has led some
investors to bet that the country will continue to strive to stay
current on its bonded obligations in any way possible, such as by
seeking to do deals with sovereign creditors like Russia and
China, the report adds.

As reported in the Troubled Company Reporter-Latin America on
Sept. 28, 2017, S&P Global Ratings suspended its 'CCC-' local
currency issue ratings on four of the Bolivarian Republic of
Venezuela's local currency-denominated debt issues. S&P said, "At
the same time, we affirmed our 'CCC-' long-term foreign and local
currency sovereign issuer credit ratings. The outlook on the long-
term ratings is negative. In addition, we affirmed our 'C' short-
term foreign and local currency sovereign issuer credit ratings.
The transfer and convertibility assessment remains 'CCC-'."


                            ***********


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, 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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