TCRLA_Public/171205.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

           Tuesday, December 5, 2017, Vol. 18, No. 241


                            Headlines



A R G E N T I N A

ALBANESI SA: Notes Re-issue No Impact on B3 Rating, Moody's Says


B O L I V I A

BOLIVIA: Holds Judicial Elections
TECHO SA: Fitch Assigns B- First-Time IDR; Outlook Stable


B R A Z I L

BANCO BS2: Fitch Affirms B+ Long-Term IDR; Outlook Stable
BANCO BMG: Fitch Lowers IDRs Rating to B+, Outlook Negative
BANCO PINE: Fitch Affirms B+ Long-Term IDR; Outlook Negative
BRAZIL: Growth Slowed in 3Q Amid Political Upheaval
OI SA: Shareholder Requests Aurelius be barred From Restructuring


D O M I N I C A N   R E P U B L I C

DOMINICAN REP: Lawmakers Oppose Mining in Major River's Watershed


H O N D U R A S

HONDURAS: Protesters Block Roads, Clash With Police


M E X I C O

BAILEY'S EXPRESS: Court OK's Second Amended Disclosure Statement


P U E R T O    R I C O

AES PUERTO RICO: Fitch Keeps Sr. Bonds Rating on Watch Negative
MAC ACQUISITION: Committee Taps Bayard as Co-Counsel
MAC ACQUISITION: Committee Taps Kelley Drye as Lead Counsel
SPANISH BROADCASTING: Asks Pref. Investors to Reveal Identities


                            - - - - -


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


ALBANESI SA: Notes Re-issue No Impact on B3 Rating, Moody's Says
----------------------------------------------------------------
Moody's Investor Services comments that Albanesi S.A.'s B3 global
scale rating and Baa2.ar national scale rating of the Senior
Unsecured Global Notes due 2023 will remain unchanged after the
issuance of new senior unsecured notes of up to USD86 million
notes. The outlook for the ratings remains positive.

The co-issuers under the Albanesi's notes are two Argentine
corporations: (1) Generacion Mediterranea S.A. (GEMSA), 800 MW of
installed capacity and annual revenues of approximately ARS 2.3
billion for the last twelve months (LTM) ending September 2017,
operates six power plants located in five different Argentine
provinces; and (2) Central Termica Roca S.A., a 130 MW power plant
located in Rio Negro, with annual revenues in 2017 (LTM) of ARS
340 million. These companies are jointly and severally liable for
all obligations under the notes that in addition are fully and
unconditionally guaranteed by Albanesi S.A., the parent company.

On November 29, 2017 Albanesi announced that it would issue
additional USD86 million Senior unsecured 2023 Notes. The new
notes will be an add-on to the co-issuance of USD250 million
Senior Unsecured Global Notes due in 2023 issued by the co-issuers
back in June 2016. Proceeds from the reopening will be used for
debt refinancing and for general corporate purposes.

While the proposed additional debt amount will not increase
currently outstanding debt levels, leverage for Albanesi is high
and will continue elevated during the full year 2018. As a
consequence, credit metrics will remain weak, because the
company's projects currently under construction (160MW) will begin
operating gradually over the next year and therefore cash flows
will also increase gradually. Nevertheless, credit metrics will
improve towards the end of 2018. Moody's also note that the
issuance of additional notes will improve the company's liquidity,
given final maturity in 2023.


=============
B O L I V I A
=============


BOLIVIA: Holds Judicial Elections
---------------------------------
EFE News reports that Bolivia is holding judicial elections, with
seats on the Andean nation's highest courts up for grabs.

"I know there's going to be a high turnout because the only way to
change the Bolivian justice system is by participating in this
election of judges," President Evo Morales said, according to EFE
News.

As reported in the Troubled Company Reporter-Latin America on
Aug. 3, 2017, Moody's Investors Service has changed the outlook on
Bolivia's issuer and senior unsecured bond ratings to stable from
negative, and has affirmed the ratings at Ba3.


TECHO SA: Fitch Assigns B- First-Time IDR; Outlook Stable
---------------------------------------------------------
Fitch Ratings has assigned initial Long-Term Local and Foreign
Currency Issuer Default Ratings (IDRs) of 'B-' to Techo S.A.,
Techo en el Urubo S.R.L. and El Pahuichi S.R.L. The Rating Outlook
is Stable. These companies are organized under Bolivian laws, and
each one of these companies has the same controlling shareholder,
Julio Novillo Lafuente. Fitch refers to these three companies as
Grupo Lafuente (GL) and analyzes them on a combined basis. The
ratings factor in GL's business position, very intensive working
capital requirements, high to moderate leverage, expected
manageable liquidity and limited business/geographic
diversification.

KEY RATING DRIVERS

Leading Land Developer in Bolivia: Fitch views GL's business
position as strong based on its market positioning, scale, land
reserves, and track-record. GL has over 22 years of experience and
a footprint across the industry which has resulted in the
completion of 20 residential real estate development projects,
totalling over 12,000 hectares. The ratings factor in GL's market
position as the largest land developer in Bolivia as measured by
its combined total land size of projects developed, consisting of
20,759, 58,675, and 17,247 land lots during the first six months
of 2017(1H17), 2016, and 2015, respectively. GL reported total
revenues of BOL776.4 million (USD112 million) in 2016. GL's
primary focus is on the residential real estate development in
Santa Cruz de la Sierra, the largest city in Bolivia in terms of
population.

Business with High Working Capital Requirements: GL's sales of
land lots are primarily oriented to the lower-income segment. The
company needs to maintain high inventory levels, as each project
cycle takes three to four years for the land development and
commercialization. GL uses two types of sales models: (i) a fixed-
term sales agreement with reservation of title, whereby customers
finance their purchase through a plan of fixed monthly
instalments, financed up to a five-year term (a fixed-term sales
agreement), or (ii) a sales agreement with up-front payment in
full. GL's operations are primarily carried out through the fixed-
term sales agreement model, which represents approximately 79% of
GL's total transactions per year. The land sales agreements are in
USD, which partially mitigates GL's foreign exchange risk
exposure.

Deterioration in Customer Receivables Portfolio Negatively
Incorporated: GL maintained a customer receivables portfolio of
approximately BOL2.0 billion (USD280 million) as of Dec. 31, 2016.
Fitch expects GL's portfolio value to average USD300 million
during 2017-2018. This customer receivables portfolio has an
average collection period of three years as of the end of 2016.
Historically, GL's customer receivables portfolio saw an over-60-
day average payment delay of 7%. Due to its aggressive business
growth during 2016, GL's customer receivables portfolio over-60-
day average payment delay increased to 13.7% during the first nine
months of 2017. The ratings incorporate expectations for GL's
over-60-day-late customer receivables portfolio to return to 10%
by the end of 2017 and return to historical levels of 7% during
2018 -2019.

Weak Liquidity Position and Negative Recent Cash Flow Generation:
GL has historically maintained minimum levels of liquidity. The
company had a cash position of BOL4 million (USD577 thousand) as
of June 30, 2017, while its short-term debt was BOL119 million
(USD17 million). Fitch expects GL to increase its liquidity
position during 2018-2019 as a result of a combination of improved
cash flow generation and incremental debt. GL's cash flow
generation was negative in 2016 at BOL1.3 billion (USD182 million)
as a result of a material increase in its working capital needs
(for an increase in inventory levels). The increase in GL's
working capital in 2016 was of BOL1.3 billion (USD187 million).
Fitch expects GL to improve its cash flow generation during 2018-
2019 on the back of targeting for slower business growth and
limited future land acquisitions.

High Gross Adjusted Leverage: GL maintains low gross financial
leverage, which is expected to increase as a result of incremental
debt during the next months. GL's 2016 gross adjusted leverage,
measured as total debt to adjusted EBITDA, was 1.5x. GL reached a
total adjusted EBITDA level of BOL401 million (USD58 million),
while total debt was BOL603 million (USD86 million). GL's total
debt consists entirely of unsecured loans with local banks. Fitch
expects GL's gross adjusted leverage to reach 5.8x by the end of
2017 and to be in the 4x-3x range during 2018-2019. GL's annual
revenues and adjusted EBITDA margins are anticipated to average
BOL740 million (USD106 million) and 35%, respectively, during
2017-2019. Positively factored in the ratings is the company's
residual value in available inventory, land reserves and customer
receivables portfolio, which are expected to be of BOL1.3 billion
(USD186 million), BOL1.4 billion (USD205 million); and BOL2
billion (USD293 million) by Dec. 31, 2017. Fitch estimates GL's
total loan to value at 30% by Dec. 31, 2017.

DERIVATION SUMMARY

GL's ratings reflect an experienced and well-positioned land
developer in the Bolivian industry with high working capital
requirements, important market position in the local market and
relatively smaller scale when compared to regional/global players.
Fitch's portfolio of rated issuers in Latin America in the single
B rating category reached the following average credit metrics
during 2014-2016: (1) interest coverage 2.8x, (2) total gross
leverage 5.2x, (3) FCF margin -2.7%; EBITDA margin +23.9%; and,
capital intensity (capex/LTM revenues ratio) 9.6%. GL's ratings
are well positioned in the 'B' rating category relative to
regional peers in terms of profitability and gross leverage. GL's
recent track record does not fit well in the 'B' rating category
relative to regional peers in terms of liquidity and capacity to
generate positive FCF, while the company maintains a weaker
position in terms of scale. GL's gross adjusted leverage is
expected to increase during 2017-2019 and the sustainability of
its capital structure is viewed as dependent on GL's capacity to
reach neutral to positive FCF and/or receive continued equity
injections during 2017-2019. The Stable Outlook reflects Fitch
expectations that GL will generate positive FCF and materially
improve its liquidity while keeping its adjusted gross leverage at
3x-4x during 2018-2019.

KEY ASSUMPTIONS

Fitch's key assumptions within Fitch rating case for the issuer
include:
- Revenue growth rates of approximately -15%, 8.2%, and 17%,
   respectively, during 2018-2019
- EBITDA margin of around 35% during 2017-2019
- Negative FCF generation in 2017 and positive in 2018-2019
- Gross adjusted leverage, measured as total debt to adjusted
   EBITDA, in the 3x-4x range during 2018-2019
- Interest coverage ratio around 3x during 2017-2019
- Cash position consistently above BOL100 million during 2018-
   2019

RATING SENSITIVITIES

Future Developments That May, Individually or Collectively, Lead
to Positive Rating Action
-- Fitch could consider a positive rating action if GL generates
    operational and FCF margins consistently above those levels
    incorporated in the ratings, resulting in material liquidity
    improvement and lower gross adjusted financial leverage.
-- Adjusted gross financial leverage, measured as total
    debt/adjusted EBITDA, consistently below 3x.
-- Interest coverage consistently above 4x.

Future Developments That May, Individually or Collectively, Lead
to Negative Rating Action
-- Fitch could consider a negative rating action if GL continues
    to generate negative FCF margins in 2018, resulting in
    material liquidity deterioration and higher than expected
    gross adjusted financial leverage.
-- Adjusted gross financial leverage, measured as total
    debt/adjusted EBITDA, consistently above 5x.
-- Interest coverage consistently below 2x.

LIQUIDITY

Fitch views GL's liquidity as very sensitive to its capacity to
maintain neutral to positive FCF generation during 2018-2019. GL
has historically maintained minimum levels of liquidity. Fitch
expects GL to increase its liquidity position during 2018-2019 as
a result of a combination of improved cash flow generation and
incremental debt and Fitch estimate GL's interest coverage ratio
at around 3x during 2017-2019. Fitch expects GL's cash flow
generation to trend neutral to positive during 2018-2019, as GL
does not plan to increase its current levels of available
inventory. As of June 30, 2017, GL maintained t4,543 lots in
available inventory, which are expected to cover the company's
sales levels during 2017-2020 period.

FULL LIST OF RATING ACTIONS

Techo S.A. (Techo)
- Long-Term Foreign Currency Issuer Default Rating (IDR) 'B-'
- Long-Term Local Currency IDR 'B-'

Techo en el Urubo S.R.L.
- Long-Term Foreign Currency Issuer Default Rating (IDR) 'B-'
- Long-Term Local Currency IDR 'B-'

El Pahuichi S.R.L.
- Long-Term Foreign Currency Issuer Default Rating (IDR) 'B-'
- Long-Term Local Currency IDR 'B-'

The Rating Outlook is Stable.


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


BANCO BS2: Fitch Affirms B+ Long-Term IDR; Outlook Stable
---------------------------------------------------------
Fitch Ratings has affirmed Banco BS2 S.A.'s (BS2; formerly Banco
Bonsucesso S.A.) Long-Term Foreign- and Local-Currency Issuer
Default Ratings (IDRs) at 'B+'. The Rating Outlook is Stable.
BS2's IDRs are driven by its Viability Rating (VR), affirmed at
'b+'. Fitch also affirmed BS2's National Long-Term Rating at
'BBB(bra)' with a Stable Outlook.

KEY RATING DRIVERS - VR, IDRS, NATIONAL RATINGS

The affirmation of BS2's VR, IDRs and National Ratings reflects
the bank's recent, but so far successful efforts toward the
repositioning of its franchise following the sale of its payroll
business in 2015, while maintaining a solid liquidity position,
low credit costs, and adequate recurring profitability. On the
other hand, those positive drivers are partially offset by BS2's
still narrow and nascent business model, the concentrations in its
loan portfolio that exposes its capital position to potential
asset quality swings, and weaker regulatory capital ratios when
compared to its peers.

BS2 is concentrating its efforts to become a digital service-
oriented bank. It also strengthened its foreign exchange
department during 2016 and has recently announced a partnership
with Adyen in 2017, a global payment company, which allowed it to
enter merchant-acquiring operations. However, Fitch believes it
may take some time until these efforts contribute to earnings in a
more meaningful way.

Meanwhile, BS2 has been leveraging its "precatorio" platform
(judicial securities issued by Brazil's states) while it continues
to explore new credit opportunities with its SME clients. These
platforms have grown 77% and 73%, respectively, on a yearly basis
ended on June 2017. With this, BS2's total credit risk exposure
reached 1.4x of its total equity in June 2017, from 0.8x a year
ago. While the precatorio business has historically enjoyed very
low delinquency, Fitch notes that the maintenance of rapid credit
growth may put additional pressure on BS2's regulatory capital
buffers, should asset quality deteriorate. The 10 largest loan
exposures reached 96% of the bank's Core Equity Tier 1 (CET1) as
of June 2017.

Regulatory capital ratios have declined with the phase-in of Basel
III requirements. BS2's CET1 ratio declined to 9.0% in June 2017
from 12.0% in June 2016, while its total Basel ratio fell to 14.1%
from 18.7% in the same period. This compares to an average of
16.6% and 17.8%, respectively, for its closest peers. This is
mainly due to the BRL335 million deduction from its capital base,
most of which related to its minority equity shareholding in its
JV with Banco Santander S.A., as per the Basel III requirements.
BS2's legacy tier II instruments are also subject to phased-in
deductions.

On the other hand, Fitch recognizes BS2's recent but so far
successful move toward its new business initiatives, based on fee
products. Net income for the first six months of 2017 reached
BRL24 million, with an operating profit/risk-weighted assets ratio
of 3.1%, reflecting mainly low credit costs as a consequence of
improved non-performing loan ratios (to 2.8% in June 2017 from
6.2% in June 2016). Yet, while nascent businesses shows positive
and growing trends, Fitch highlights the important contribution
from of the equity income from its JV, which represented 50% of
the bank's operating profit. This will continue challenging BS2 to
maintain a disciplined growth approach, through existing and new
business, to compensate for the upcoming sale of its minority
participation to Banco Santander Brasil S.A., expected to occur up
to 2019.

Liquidity remains solid and mitigates potential risks related to
the wholesale funding nature of the bank. Cash of BRL737 million
in June 2017 was sufficient to cover all of its liabilities
maturing in the short term. The bank also improved diversification
by growing its agreements with local brokers, who in turn
distribute BS2's funding instruments to a more diversified base of
retail clients.

KEY RATING DRIVERS - SUPPORT RATING AND SUPPORT RATING FLOOR

BS2's Support Rating and Support Rating Floor are affirmed at '5'
and 'NF', respectively, reflecting the bank's low systemic
importance. In Fitch's view, external support cannot be relied
upon.

RATING SENSITIVITIES

NATIONAL RATINGS
Upside on the National Scale ratings could arise in the medium
term if the positive trend of the implementation of the bank's
relatively new plan continues and results in further consolidation
of the bank's franchise and financial metrics with respect to its
local peers.

IDRs AND VR
Although unlikely in the short term, BS2, and its IDR, could
benefit from sustained improvement in recurring operating
profitability, diversification of its funding base, and from the
improvement of capitalization characterized by a CET1 of 12%. An
upgrade will also depend on the bank's ability to post adequate
asset-quality ratios and keep credit costs under control.

SUPPORT RATING AND SUPPORT RATING FLOOR

A potential upgrade of BS2's Support Rating and Support Rating
Floor is unlikely in the foreseeable future, since this would only
arise from a material gain in systemic importance.

Fitch has affirmed the following ratings:

-- Long-Term Foreign Currency (FC) and Local Currency (LC) Issuer
    Default Rating (IDR) at 'B+'; Outlook Stable;
-- Short-Term LC and FC IDR at 'B'
-- National Long-Term ratings at 'BBB(bra)'; Outlook Stable;
-- National Short-Term rating at 'F3(bra)';
-- Viability Rating at 'b+';
-- Support Rating at '5';
-- Support Rating Floor as 'No Floor'.


BANCO BMG: Fitch Lowers IDRs Rating to B+, Outlook Negative
-----------------------------------------------------------
Fitch Ratings has downgraded Banco BMG S.A.'s Viability Rating
(VR) to 'b+' from 'bb-', which in turn drives the downgrade of its
Long-Term Foreign and Local Currency Issuer Default Ratings (IDRs)
to 'B+' from 'BB-'; the Rating Outlook remains Negative. At the
same time, the National Long-Term Rating was downgraded to 'A-
(bra)' from 'A(bra)', Outlook Negative.

KEY RATING DRIVERS
IDRS, VR AND NATIONAL RATINGS

The downgrade of BMG reflects Fitch's assessment of the bank's
relatively weaker company profile and concentrated credit
portfolio along with its continued poor profitability and weak but
improving asset quality; all factors that are affected by the
still challenging operating environment.

The downgrade partially reflects BMG's weaker competitive position
of its commercial lending segment when compared to its local
competitors, which may have been more conservative in the
management of their credit portfolios. The uncertain political and
operating environment had reduced the bank's risk appetite for
growing its commercial lending segment. That segment saw a 29%
reduction in earning assets during the LTM (ended Sept. 30, 2017),
which depressed revenue generation and offset the favorable growth
of BMG's payroll-backed credit card portfolio. BMG's total credit
portfolio also became more concentrated during the LTM as the bank
sold off its legacy payroll lending (Consignado) and its vehicle-
finance portfolios. BMG's other businesses are still in the early
stages of growth and thus are not yet relevant revenue generators.

BMG's VR and IDR take into account the bank's good liquidity and
funding strengths and also the recent growth of its principal line
of business, the payroll-backed credit card segment, which now
accounts for over 72% of the total credit portfolio. Fitch also
notes the recent improvement in BMG's capitalization ratios.
However, improvement in the Fitch Core Capital ratio to 13.5% at
the end of the third quarter 2017 (3Q17) from 12% at year-end (YE)
2016 was mostly the result of a reduction of risk assets rather
than through an increase in internal capital generation via
sustainable operating profits.

While BMG's asset quality metrics improved in the last nine months
in terms of the impaired loan and coverage ratios, BMG still has
the challenge of improving the asset quality of its wholesale
segment, especially in view of the still challenging macroeconomic
scenario that limits operational profitability. Fitch expect
increased GDP growth of 2.5% in 2018, which may enable a return to
growth in BMG's wholesale portfolio. BMG's NPL over 90 days ratio
reached 4.2% at Sept. 30, 2017.

BMG has been operating with a more comfortable liquidity position,
which was enhanced in part by the sale of its vehicle-finance
business and the downsizing of its commercial credit portfolio.
Using its excess liquidity, the bank continues to reduce the
amount of its more expensive liabilities, and to diversify its
sources of funding. Stable deposits now represent 63% of total
funding and funding gaps are positive. The Negative Outlook on the
IDR was maintained, as it reflects Fitch's view that many of the
key credit metrics of this mid-sized wholesale bank are highly
influenced by the still difficult operating environment.

BMG's National ratings are an assessment of BMG's credit quality
relative only to local peers. The Outlook for the National rating
remains Negative, reflecting Fitch's view that BMG's profitability
and asset quality metrics relative to its peers need to improve
further, and that both still show downside risk.

Fitch believes management will conservatively manage the continued
expansion of its payroll-backed credit card segment, where BMG has
a competitive advantage given its considerable expertise and
relevant market share, estimated to be over 50%. The payroll-
backed credit card portfolio already saw solid growth of 22% over
the LTM. Management is aware that increased competition in the
segment will impact its market share but is confident that there
will be sufficient demand - especially with the expected
improvement in the economy and the relevant number of unbanked
retirees and federal employees. However, the bank's goal to resume
loan growth highlights the need to substantially improve
internally generated capital.

BMG's profitability continues to remain weak, due in part to lower
revenue from its wholesale and discontinued business segments and
due to specific impairments and one-off provisions taken during
the 9M17. BMG continues to carefully monitor its cost controls and
expects to see a positive trend in profits for 2018 aided by the
growth of its earning assets, especially in its core retail
segments. Fitch believes that improved profitability will take a
few quarters to become relevant; however, this partially depends
on continued improvements in the operating environment, aided by
improvements in the asset quality of both the wholesale and retail
portfolios.

SUPPORT RATING AND SUPPORT RATING FLOOR
BMG's Support Rating and Support Rating Floor are based on Fitch's
view that BMG is not considered to be a domestically important
financial institution, due to the size of its deposit and loan
market share. As such it is unlikely to receive external support
from the Brazilian sovereign.

SUBORDINATED DEBT
BMG's subordinated debt is rated two notches below its VR to
reflect its subordinated status. As the VR rating of the issuer is
now 'B+' Fitch has newly-assigned a Recovery Rating of 'RR6' as
per the agency's rating criteria.

RATING SENSITIVITIES
IDRS, VR, AND NATIONAL RATINGS
BMG's ratings could be downgraded in the case of further sustained
deterioration in its asset quality (non-performing loans over 90
days remaining above 4%) and weak performance (such as continued
negative operating profit-to-risk-weighted assets, and/or a
deterioration in capitalization (Fitch Core Capital [FCC] falling
below 12%).

A revision in the Outlook to Stable is unlikely in the short to
medium term, as it is contingent on significant improvements in
operational profitability and a sustained improvement in the
impaired loan ratio (D-H) to below 6% of total loans along with
BMG's FCC ratio remaining above 13%. An operating profit-to-risk-
weighted assets ratio above 2% could trigger a positive rating
review by Fitch.

SUBORDINATED DEBT

Subordinated Tier II debt ratings would generally move together
with the bank's IDR. However, Fitch's criteria factor in the
compression issue where the VR is 'bb+' or lower, providing some
room for a narrower notching. Therefore, the overall notching for
these securities is -2, given that BMG's VR rating is non-
investment grade.

The rating actions are:

-- Long-Term Foreign Currency IDR downgraded to 'B+' from 'BB-';
    Outlook Negative;
-- Short-Term Foreign Currency IDR affirmed at 'B';
-- Long-Term Local Currency IDR downgraded to 'B+' from 'BB-';
    Outlook Negative;
-- Short-Term Local Currency IDR affirmed at 'B';
-- Viability Rating downgraded to 'b+' from 'bb-';
-- Support Rating at '5';
-- Support Rating Floor 'No Floor';
-- National long-term rating downgraded to 'A-(bra)' from
    'A(bra)'; Outlook Negative;
-- National short-term rating affirmed at 'F2(bra)';
-- Subordinated notes due 2019 & 2020 long-term foreign currency
    rating affirmed at 'B-'/RR6.


BANCO PINE: Fitch Affirms B+ Long-Term IDR; Outlook Negative
------------------------------------------------------------
Fitch Ratings has affirmed Banco Pine S.A.'s (Pine) Viability
Rating (VR) at 'b+', which in turn drives the affirmation of its
Long-Term Foreign and Local Currency Issuer Default Ratings (IDRs)
at 'B+'. The Rating Outlook remains Negative. At the same time,
Fitch affirmed the Long-Term and Short-Term National Ratings at
'BBB+(bra)'/'F2(bra)'.

KEY RATING DRIVERS
IDRS, VR, NATIONAL AND SENIOR DEBT RATINGS

The affirmation of Pine's ratings reflects Fitch's assessment of
the bank's continued weak profitability and challenges to
improving its asset quality, both of which are still being
impacted by the challenging operating environment.

Pine's VR and IDR also take into account the bank's strong
liquidity and relatively good capitalization. Also reflected is
Pine's improved funding profile as it addresses challenges to
stabilize asset quality and improve its weak profitability while
maintaining a low risk appetite. The bank made a significant loan
loss provision during the third quarter that resulted in a nearly
BRL265 million net loss. This reduced the bank's Fitch Core
Capital ratio (FCC) to 11.9% from 13.6% at FYE 2016.

Pine continues to face challenges to stabilize asset quality and
improve its weak profitability. Management decided to increase
provisions to better balance the inherent risk of its credit
portfolio, which seems now to be adequate. Thus, Fitch expects
that future provisioning, if needed, will no longer significantly
impact its profitability. In August 2017 Fitch downgraded the
bank's VR and in turn the IDRs and National Ratings as these
actions were driven by the bank's continued weak profitability and
deteriorating asset quality relative to its peers. The Outlooks on
both the IDR and National ratings remain Negative as they reflect
Fitch's view that Pine's key credit metrics still show downside
risk under the current operating environment.

Pine still has a relatively large but improving asset
concentration. The bank's impaired loans (BACEN D-H)-to-total
loans saw a material deterioration during the past two years and
especially in the third quarter as the ratio rose to 21.7% at
Sept. 30, 2017 from the 13.7% at June 30, 2017. However, with the
more adequate provisioning, the level of reserves improved to
nearly 70% from 43% at December 2016. The more relevant Non-
performing Loans Over 90 days to Total Loans ratio rose to 4.2%
from 3.7% in the previous quarter. Fitch expects that this level
of reserves combined with the underlying collateral adequately
covers the risk.

Fitch expects the higher provisioning along with the repositioning
of Pine's lending activities towards less concentrated, lower-risk
segments, combined with their preference for shorter tenors and
smaller disbursements, should result in lower credit costs in the
medium term. The bank has limited its sector exposures so that no
sector currently accounts for more than 12% of the expanded loan
portfolio. In addition, the average credit ticket amount has
reduced to BRL17 million at 3Q17 down from BRL26 million just a
few years earlier. Despite the expected reduction of credit
provisions and other costs, profitability is expected to remain
weak in the medium term in view of management's continued low risk
appetite and continued lower demand from credit -- worthy
borrowers. The bank's guidance for expanded credit portfolio
growth in 2018 is between 2% and 5%.

Pine's management expects to continue its focus on cost controls
in order to increase efficiencies and position the bank for
renewed credit portfolio expansion 2018 when the economy is
expected to improve. The bank has also been focusing on lowering
its funding costs in order to offset lower margins earned from
lower risk borrowers. Pine's ROAE guidance for 2018 ranges between
2% and 5%.

Pine has been successful in increasing and diversifying funding
from via time deposits from individuals whose representation as a
percentage of total funding rose to 79% at the end of 3Q17 from
64% a year earlier (with nearly 80% of the deposit amounts at or
below BRL100,000. The bank has reported a highly liquid asset
position (Caixa) position of BRL1.6 billion at the end of 3Q17,
which represents nearly 174% of the bank's equity. This is the
highest of the past several years. During 2017 management has
tightened its ALM models and expanded the frequency of internal
reviews and reporting to minimize funding gaps, create greater
funding efficiencies and reduce funding costs. Other main sources
of funding come from institutional time deposits, corporate time
deposits and multilateral development agencies. In the recent
past, the bank used its excess liquidity to significantly reduce
the levels of its higher cost funding.

SUPPORT RATING AND SUPPORT RATING FLOOR

Pine's Support Rating and Support Rating Floor are based on
Fitch's view that Pine is not considered to be a domestically
important financial institution, due to the size of its deposit
and loan market share. As such it is unlikely to receive external
support from the Brazilian sovereign.

RATING SENSITIVITIES
IDRS, VR, AND NATIONAL RATINGS

Pine's ratings could be downgraded in case of further sustained
deterioration in its performance, such as a continued negative
operating profit, weak asset quality (non-performing loans over 90
days consistently remaining above 3%) and/or capitalization (Fitch
Core Capital Ratio) falling below 11%). A revision of the Outlook
to Stable is contingent on significant improvements in operational
profitability and the impaired loan ratio, which largely depends
on a more stable operating environment.

Fitch has affirmed the following ratings:

Banco Pine S.A.
-- Long-Term Foreign and Local Currency IDRs at 'B+'; Outlook
    Negative;
-- Short-Term Foreign and Local Currency IDRs at 'B';
-- Viability Rating at 'b+';
-- Support Rating at '5';
-- Support Rating Floor at 'NF';
-- Long-Term National rating at 'BBB+(bra)'; Outlook Negative;
-- Short-Term National rating at 'F2(bra)';
-- Long-Term National Rating of Senior Unsecured Huaso Bond
    Program and Notes at ' BBB-(cl) '; Outlook Negative.


BRAZIL: Growth Slowed in 3Q Amid Political Upheaval
---------------------------------------------------
Paul Kiernan at The Wall Street Journal reports that Brazil's
economy slowed in the third quarter amid heightened political
turmoil, though increases in private consumption and investment
suggested that a recovery from the country's longest recession on
record is strengthening.

Gross domestic product expanded 0.1% in the July-September period
from the previous three months in seasonally adjusted terms, the
Brazilian Institute of Geography and Statistics, or IBGE, said,
according to The Wall Street Journal.  That was a far cry from the
1.3% and 0.7% growth registered in the first and second quarters,
respectively, and fell short of the 0.2% median estimate in a
survey of analysts by the local Agencia Estado newswire, the
report notes.

The period in question was marked by a resurgence in political
uncertainty as President Michel Temer battled a series of
corruption-related charges that have damaged his popularity and
undermined his ability to pass needed overhauls, the report
relays.

Despite the turmoil, most of the economy was resilient, the report
discloses.  Noting that data from the first and second quarters
were revised higher, London-based Capital Economics said in a note
that the headline GDP figure "is not as bad as it looks," the
report notes.

Gross fixed-capital formation -- a key measure of investment --
expanded 1.6% in the third quarter from the second after 15
consecutive quarters of decline, the report relays.  Private
consumption grew 1.2% for a second straight quarter, the report
says.  On the supply side of the economy, industrial output and
services expanded by 0.8% and 0.6% from the second quarter,
offsetting a 3% decline in the volatile agriculture sector, the
report notes.

"The underlying growth dynamics of the economy improved and
broadened" in the third quarter, Goldman Sachs economist Alberto
Ramos said in a note, raising his forecast for 2017 GDP growth to
1.1% from 0.9%, the report discloses.  "The last three years were
extraordinarily challenging, but the recession now seems to have
moved into the rear-view mirror," he added.

The question now is how long it will take for Brazil to dig out of
a downturn that knocked a cumulative 7% off GDP in 2015 and 2016,
the report relays.

According to a weekly survey by the central bank, private
economists expect GDP to increase 0.7% in 2017 and 2.6% next year,
the report notes.

But with a fiscal deficit of 9.25% of GDP, the government has
little capacity to stimulate faster growth, let alone counter any
unforeseen shocks the economy may face in the future, the report
relays.

At the same time, analysts say Mr. Temer's marquee overhaul,
tackling Brazil's unsustainable social-security system, is
unlikely to pass Congress before next year's general election, the
report says.

That means Brazil's hopes of narrowing the government's deficit
and restoring investor confidence may hinge on a market-friendly
presidential candidate who has yet to emerge from the pack of
mostly unpopular career politicians currently positioning
themselves to run, the report notes.

"The risk we face is not continuing to advance" with further
overhauls, said Flavio Serrano, senior economist at Haitong
investment bank in Sao Paulo.  "Consumption is growing, investment
is growing, so that's a sign that we may keep growing. But whether
that actually happens will depend on further reforms," Mr. Serrano
added.

As reported in the Troubled Company Reporter-Latin America on
Nov. 14, 2017, Fitch Ratings has affirmed Brazil's Long-Term
Foreign-Currency Issuer Default Rating (IDR) at 'BB' with a
Negative Outlook.


OI SA: Shareholder Requests Aurelius be barred From Restructuring
-----------------------------------------------------------------
Leonardo Goy at Reuters report that Societe Mondiale, a
shareholder in Brazilian telecoms company Oi SA (OIBR4.SA)
affiliated with Brazilian investor Nelson Tanure, filed a
complaint with the nation's telecoms regulator seeking to limit
the actions of a key bondholder.

In the complaint, seen by Reuters, Societe Mondiale asks the
competition unit of telecoms regulator Anatel to prohibit the
company from signing any contract or engaging in negotiations that
"may give legal substance to a deal implying transfer of control
to any fund" related to Aurelius Capital Management LP.

The move represents the first attempt by Oi's board to regain
power after a judge effectively removed it from ongoing
negotiations to restructure the carrier's debt, according to
Reuters.

Representatives for Anatel and Aurelius did not immediately
respond to requests for comment.

Oi, which filed for bankruptcy protection a year and a half ago,
is riven by divisions between creditors, the board, and
management, the report recalls.

Aurelius is spearheading a group of creditors known as the
International Bondholders Committee, which is in turn part of an
alliance of funds and banks holding about BRL22 billion ($6.75
billion) on Oi's debt, the report notes.

Those bondholders have been working for several weeks with Oi's
management to bang out a restructuring accord that would take the
carrier out of bankruptcy protection, the report relays.

However, the board of the company -- over which Tanure holds sway
-- has held firm against bondholder proposals, and has promoted a
plan that would be more favorable to equity holders, the report
notes.

In the complaint, Societe Mondiale says that under the
restructuring proposal pushed by bondholders, Aurelius would
become a co-controller of Oi. The complaint also said that
Aurelius holds almost 17 percent of competing telecoms operator
Nextel Communications Inc through intermediaries, the report says.

According to the complaint, Aurelius - due to its indirect stake
in Nextel - would break Brazilian anti-trust rules if its debt
restructuring proposal for Oi were to go into effect, the report
notes.

The judge overseeing the Oi bankruptcy case gave Chief Executive
Eurico Teles power to draft the restructuring plan and submit it
to the bankruptcy court without board approval, effectively
removing power from the Tanure-led body, the report adds.

                         About Oi SA

Headquartered in Rio de Janeiro, and operating almost exclusively
within Brazil, the Oi Group provides services like fixed-line data
transmission and network usage for phones, internet, and cable,
Wi-Fi hot-spots in public areas, and mobile phone and data
services, and employs approximately 142,000 direct and indirect
employees.

As reported in the Troubled Company Reporter-Latin America on
Nov. 9, 2017, Gram Slattery and Leonardo Goy at Reuters report
that the head of Brazil's telecommunications watchdog, Anatel,
demanded that debt-laden carrier Oi SA submit its latest
restructuring proposal to the regulator before officially filing
it with a bankruptcy court.

Anatel head Juarez Quadros told reporters in Brasilia that the
regulator, an Oi creditor due to billions of dollars in unpaid
regulatory fines, would wait for the country's solicitor-general
to give an opinion on the company's proposal before deciding
whether or not to vote for it, according to Reuters.

On June 20, 2016, pursuant to Brazilian Law No. 11.101/05 (the
'Brazilian Bankruptcy Law'), Oi S.A. and certain of its
subsidiaries filed for recuperao judicial (judicial
reorganization) in Brazil.

On June 21, 2016, OI SA and its affiliates Telemar Norte Leste
S.A. and Oi Brasil Holdings Cooperatief U.A. commenced Chapter 15
proceedings (Bankr. S.D.N.Y. Lead Case No. 16-11791).  Ojas N.
Shah, as foreign representative, signed the petitions.

Coop and PTIF are also subject to proceedings in the Netherlands.

The Chapter 15 cases are assigned to Judge Sean H. Lane.

In the Chapter 15 cases, the Debtors are represented by John K.
Cunningham, Esq., and Mark P. Franke, Esq., at White & Case LLP,
in New York; and Jason N. Zakia, Esq., Richard S. Kebrdle, Esq.,
and Laura L. Femino, Esq., at White & Case LLP, in Miami, Florida.

On July 22, 2016, the New York Court recognized the Brazilian
Proceedings as foreign main proceedings with respect to the
Chapter 15 Debtors, and granted certain additional related relief.


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


DOMINICAN REP: Lawmakers Oppose Mining in Major River's Watershed
-----------------------------------------------------------------
Dominican Today reports that 19 lawmakers from the South region
said they're opposed to any type of mining in the south Yaque
river's watershed, for which the Chamber of Deputies met to
discuss a resolution to establish the Yaque del Sur Hydrographic
Region.

National deputy Fidelio Despradel, who authored the piece, said
metal mining would harm the soil, the availability of water and
its quality in the arid western region, according to Dominican
Today.

Deputy David Herrera (PRD-San Juan), co-author of the resolution,
said 19 South region legislators support their initiative, based
on the damage it would cause to an eminently agricultural region,
the report notes.

"Why the study if the region isn't going to be exploited?" asked
Bahoruco deputy Edward Gomez, the report relays.

"We ask the President to eliminate that project ipso facto.  In
Bahoruco we're afraid that it will happen like in Cotui (central).
Ban the studies and mining will not be allowed in the upper part
of the Yaque," he added, notes the report.

As reported in the Troubled Company Reporter-Latin America on
Nov. 20, 2017, Fitch Ratings has affirmed Dominican Republic's
Long-Term Foreign-Currency Issuer Default Rating (IDR) at 'BB-'
with a Stable Outlook.


===============
H O N D U R A S
===============


HONDURAS: Protesters Block Roads, Clash With Police
---------------------------------------------------
Jose de Cordoba at The Wall Street Journal reports that protesters
burned tires, blocked roads and clashed with police in Honduras as
the country entered the fifth day without a declared winner from
the tightly contested presidential election, fueling a deepening
political crisis.

With 94% of the vote counted, incumbent President Juan Orlando
Hernandez, a conservative, law and order candidate, had a lead of
some 46,000 votes, or 1.5%, over his leftist opponent Salvador
Nasralla, according to Jose de Cordoba.

The government said it would give police and army more powers to
quell the unrest, according to the Associated Press, the report
notes.  An official with the Council of Ministers, Ebal Diaz, said
the measures would suspend some constitutional guarantees, but he
declined to specify which ones, the AP reported, the report
relays.

Many of Mr. Nasralla's supporters are suspicious of the official
count after a nearly two-day delay in the vote tally earlier, the
report says.

Hours after the vote, Mr. Nasrallah jumped out to a surprising
five-percentage point lead with more than half the vote counted,
the report says.  But then the country's electoral authorities
didn't release any more poll results for 36 hours, fueling
widespread suspicions that the country's Supreme Electoral Council
was delaying results to steal the election, the report notes.

When the count resumed, Mr. Hernandez made up the lost ground.

David Matamoros, the head of Honduras' electoral authority, denied
that the delay in counting the vote masked an attempt at
manipulating vote results, the report relays.  He has blamed the
delay on the difficulty in getting ballots from remote parts of
the country, the report notes.

Fearing violence, the Organization of American States and the
European Union, both of which have large observer missions in the
country, have urged Honduras' electoral authorities not to declare
a winner until 100% of the ballots have been counted, including
those in dispute, the report discloses.  Both organizations said
the off-again, on-again vote count had sown deep doubts across the
nation about the election, the report notes.

"People are very scared," said Moises Starkman, an economic and
political analyst, the report relays.  "There have been many
blockades of roads and streets, and some stores have been burned
and looted.  Things are getting worse," Mr. Starkman added.

The country's electoral authorities said they would begin the
count of as many as 300,000 disputed ballots, a process that could
delay a final count, analysts said, the report says.

At this stage, there could be unrest no matter the eventual
winner, said Eric Olson, a Honduras expert at Washington's Woodrow
Wilson Center, the report notes.

If Mr. Hernandez wins, as seems probable, the delay in releasing
results will convince many of Mr. Nasralla's followers that the
election was stolen, the report relays.  A Nasralla win will anger
supporters of Mr. Hernandez, whom pre-election polls had given a
big lead, Mr. Olson said, the report says.

Mr. Olson blamed the tensions and the outbreak of violence on the
country's electoral authorities handling of the poll count, the
report notes.  "I think the process should have been more regular
and transparent," he said.  "I feel they mishandled the
situation," he added.

A conservative, Mr. Hernandez had been tough on crime, slashing
Honduras homicide rate to 59 per 100,000 from a high of 91.6 per
100,000 in 2011, the report relays.  He has also extradited a
number of important Honduran drug dealers to the U.S., although
corruption and drug-trafficking allegations have dogged some
officials in his government, the report says.  Critics say he has
authoritarian tendencies and has gained control over key
institutions like the Supreme Court, the report notes.

Educated as an engineer, Mr. Nasralla is a longtime sportscaster
and television personality in Honduras, the report notes.  He
founded the anticorruption party and was its unsuccessful
presidential candidate in Honduras' 2013 election, the report
adds.

As reported in the Troubled Company Reporter-Latin America on
Sept. 27, 2017, Moody's Investors Service has upgraded the
Government of Honduras' foreign currency and local currency issuer
and senior unsecured ratings to B1 from B2. The rating outlook was
moved to stable from positive.


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


BAILEY'S EXPRESS: Court OK's Second Amended Disclosure Statement
----------------------------------------------------------------
Judge Ann M. Nevins of the U.S. Bankruptcy Court for the District
of Connecticut approved Bailey's Express, Inc.'s second amended
disclosure statement to accompany its plan of reorganization dated
Nov. 9, 2017.

Dec. 20, 2017, is fixed as the last day for returning written
ballots of acceptance or rejection of the Plan.

Jan. 10, 2018, at 2:00 PM is fixed as the date of the hearing to
consider confirmation of the Plan in the United States Bankruptcy
Court, 157 Church Street, 18th Floor, New Haven, CT 06510.

Written objections to the Plan must be filed with the court no
later than Dec. 20, 2017.

                   About Bailey's Express

Headquartered in Middletown, Connecticut, Bailey's Express --
http://www.baileysxpress.com/-- is a Connecticut-based less than
truckload carrier.  It provides service across the nation and is
dedicated in helping Connecticut, Massachusetts and Rhode Island
companies market their products throughout the U.S. including
Hawaii and Alaska.  It has distribution points in Charlotte,
Dallas, Denver, Easton, Fontana, Indianapolis, Jacksonville,
Memphis, Neenah, Phoenix, Salt Lake City and Toledo.  It also
provides service to Mexico, Puerto Rico & Canada.

Bailey's Express filed for Chapter 11 bankruptcy protection
(Bankr. D. Conn. Case No. 17-31042) on July 13, 2017, estimating
its assets and liabilities at between $1 million and $10 million.
The petition was signed by David Allen, chief financial officer.

Judge Ann M. Nevins presides over the case.

Elizabeth J. Austin, Esq., and Jessica Grossarth Kennedy, Esq., at
Pullman & Comley, LLC, serves as the Debtor's bankruptcy counsel.

No creditors' committee has yet been appointed in the case.


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


AES PUERTO RICO: Fitch Keeps Sr. Bonds Rating on Watch Negative
---------------------------------------------------------------
Fitch Ratings has maintained the Rating Watch Negative on the
following AES Puerto Rico L.P. (AES PR) securities issued through
the Puerto Rico Industrial, Tourist, Educational, Medical &
Environmental Control Facilities Financing Authority:

-- $161.87 million ($160.57 million) cogeneration facility
    revenue bonds series A (tax-exempt bonds) due June 2026 'C';

-- $33.1 million ($32.83 million) cogeneration facility revenue
    bonds, series B (taxable bonds) due June 2022 'C'.

KEY RATING DRIVERS

Summary: AES PR's 'C' rating reflects Fitch's view of the credit
quality of the Puerto Rico Electric Power Authority (PREPA), which
Fitch rates 'D'. AES PR's payment default and rating action by
Fitch is likely if PREPA fails to make payments under the power
purchase agreement (PPA) by the end of January 2018 and is a real
possibility if PREPA tries to renegotiate the PPA under bankruptcy
proceedings.

Revenue Risk: Weaker
Contracted Revenue Profile: The 25-year tolling-style PPA with a
non-investment-grade counterparty mitigates some risk of exposure
to capacity price, energy margin, and dispatch risks throughout
the debt term, subject to project availability and heat rates.
However, there are concerns regarding the offtaker's ability to
make future contractual payments given its financial and
operational difficulties that have only been exasperated by
Hurricane Maria.

Operation Risk: Weaker
Uneven Operations: AES-PR has historically been susceptible to
forced outages that have reduced availability and capacity
payments. Further, the operating cost profile has exceeded
original estimates. Management has taken a proactive approach to
limit forced outages with some results, though extended scheduled
outages have negatively impacted project availability in some
periods.

Supply Risk: Midrange
Manageable Supply Risk: Fuel supply risk is mitigated by a two-
year, fixed-price fuel supply agreement sufficient to meet the
project's expected fuel requirements through 2019. The short-term
risk of the agreement is mitigated by the historical precedence
for renewal and liquid market for coal. Fuel price risk is
mitigated by the tolling-style PPA, subject to heat rates. Ash
inventory is actively managed by the project via the sale of its
various ash products. AES-PR's efforts have helped to offset near-
term ash disposal concerns, but cash flow uncertainty is
heightened without a permanent solution.

Debt Structure: Weaker
Weak Structural Features: The project's bonds are fixed-rate and
mature within the PPA term but have back-loaded amortization
profiles. AES-PR does not have O&M or major maintenance reserves,
which increases the importance of operational stability and
heightens the project's reliance on other sources of liquidity.
The equity distribution, leverage, and debt service reserve
provisions are consistent with standard project finance
structures. Approximately 55% of the total debt outstanding,
including unrated bank loans, is variable-rate with over 80%
synthetically fixed with investment-grade counterparties.

RATING SENSITIVITIES

Future Developments That May, Individually or Collectively, Lead
to Positive Rating Action:
-- An upgrade to PREPA's long-term rating.
-- Sustained improvements to plant availability or heat rate.

Future Developments That May, Individually or Collectively, Lead
to Negative Rating Action:
-- PREPA's continued failure to meet its payment obligations
    through January 2018 would likely impact the rating on AES
    Puerto Rico.
-- PREPA's attempts to renegotiate the PPA under its insolvency
    proceedings that negatively impact the project's cash flows
    and ability to service debt.
-- Prolonged failure to repair damaged transmission lines and
    resume generation would likely impact the rating on AES Puerto
    Rico.
-- Poor plant performance could limit the project's standalone
    credit profile.


MAC ACQUISITION: Committee Taps Bayard as Co-Counsel
----------------------------------------------------
The official committee of unsecured creditors of Mac Acquisition
LLC seeks approval from the U.S. Bankruptcy Court for the District
of Delaware to hire Bayard, P.A.

Bayard will serve as co-counsel with Kelley Drye & Warren LLP, the
firm tapped by the committee to be its lead bankruptcy counsel.

The firm's hourly rates range from $500 to $1,050 for directors,
$315 to $470 for associates, and $240 to $295 for
paraprofessionals.  The attorneys and paralegal who will be
representing the committee are:

     Justin Alberto     Attorney      $500
     Erin Fay           Attorney      $475
     Gregory Flasser    Attorney      $350
     Larry Morton       Paralegal     $295

Justin Alberto, Esq., disclosed in a court filing that his firm is
a "disinterested person" as defined in section 101(14) of the
Bankruptcy Code.

The firm can be reached through:

     Justin R. Alberto, Esq.
     600 N. King Street, Suite 400
     Wilmington, DE 19801
     Tel: (302) 655-5000
     Fax: (302) 658-6395
     Email: jalberto@bayardlaw.com

                      About Mac Acquisition LLC

Mac Acquisition LLC, et al. -- https://www.macaronigrill.com/ --
operate full-service casual dining restaurants under the trade
name, "Romano's Macaroni Grill."  As of Oct. 18, 2017, the company
operates 93 company-owned restaurants located in 23 states, with a
workforce of approximately 4,600 employees. Non-debtor affiliate
RMG Development franchises an additional 23 restaurants in
Florida, Hawaii, Illinois, Texas, Puerto Rico, Mexico, Bahrain,
Egypt, Oman, the United Arab Emirates, Qatar, Germany, and Saudi
Arabia.

During 2016, Mac Acquisition and RMG generated gross revenues
through restaurant sales and franchisee payments of approximately
$230 million.

On Oct. 18, 2017, Mac Acquisition LLC, and eight affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-12224).
Mac Acquisition's estimated assets of $10 million to $50 million
and debt at $50 million to $100 million.

The Hon. Mary F. Walrath is the case judge.

The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as
Delaware bankruptcy counsel; Gibson, Dunn & Crutcher LLP, as
general bankruptcy counsel; Mackinac Partners, LLC, as financial
advisor; and Duff & Phelps Securities, LLC as financial advisor
and investment banker.  Donlin, Recano & Company, Inc., is the
claims agent.

On October 30, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.


MAC ACQUISITION: Committee Taps Kelley Drye as Lead Counsel
-----------------------------------------------------------
The official committee of unsecured creditors of Mac Acquisition
LLC seeks approval from the U.S. Bankruptcy Court for the District
of Delaware to hire Kelley Drye & Warren LLP as its lead counsel.

The firm will advise the committee regarding its duties under the
Bankruptcy Code; investigate the Debtor's financial condition;
analyze claims of creditors; and assist in the preparation of a
plan of reorganization.

The firm's hourly rates are:

     Partners              $540 - $825
     Associates            $310 - $610
     Paraprofessionals     $185 - $270

Eric Wilson, Esq., disclosed in a court filing that his firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.

The firm can be reached through:

     Eric R. Wilson, Esq.
     Kelley Drye & Warren LLP
     101 Park Avenue
     New York, NY 10178
     Tel: (212) 808-7800
     Fax: (212) 808-7897
     Email: ewilson@kelleydrye.com

                      About Mac Acquisition LLC

Mac Acquisition LLC, et al. -- https://www.macaronigrill.com/ --
operate full-service casual dining restaurants under the trade
name, "Romano's Macaroni Grill."  As of Oct. 18, 2017, the company
operates 93 company-owned restaurants located in 23 states, with a
workforce of approximately 4,600 employees. Non-debtor affiliate
RMG Development franchises an additional 23 restaurants in
Florida, Hawaii, Illinois, Texas, Puerto Rico, Mexico, Bahrain,
Egypt, Oman, the United Arab Emirates, Qatar, Germany, and Saudi
Arabia.

During 2016, Mac Acquisition and RMG generated gross revenues
through restaurant sales and franchisee payments of approximately
$230 million.

On Oct. 18, 2017, Mac Acquisition LLC, and eight affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-12224).
Mac Acquisition's estimated assets of $10 million to $50 million
and debt at $50 million to $100 million.

The Hon. Mary F. Walrath is the case judge.

The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as
Delaware bankruptcy counsel; Gibson, Dunn & Crutcher LLP, as
general bankruptcy counsel; Mackinac Partners, LLC, as financial
advisor; and Duff & Phelps Securities, LLC as financial advisor
and investment banker.  Donlin, Recano & Company, Inc., is the
claims agent.

On October 30, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.


SPANISH BROADCASTING: Asks Pref. Investors to Reveal Identities
---------------------------------------------------------------
Spanish Broadcasting System, Inc. notified the holders of the
Company's 10 3/4% Series B Cumulative Exchangeable Redeemable
Preferred Stock that the Company had suspended all of their
rights, effective Nov. 28, 2017, as holders of the Series B
Preferred Shares, other than their right to transfer those shares
to a citizen of the United States due to the potential violation
of Section 310 of the Communications Act of 1934, as amended, and
the Company's Third Amended and Restated Certificate of
Incorporation resulting from the current ownership of a majority
of its outstanding Series B Preferred Shares by non-U.S. entities.
The Company took this action in order to safeguard the Company's
most important assets, its Federal Communications Commission
broadcast licenses, which would otherwise potentially be at risk
if the Company failed to take appropriate measures to remain in
compliance with the Act, according to a Form 8-K report filed with
the Securities and Exchange Commission.

Specifically, in the Company's letter to the holders of the Series
B Preferred Shares, the Company stated the following:

   * On Nov. 2, 2017, a complaint was filed against the Company in
     the Court of Chancery for the State of Delaware by certain
     holders of the Series B Preferred Shares purporting to
     represent, in the aggregate, approximately 94.16% of the
     outstanding Series B Preferred Shares.  The Company further
     noted that if the allegations set forth in the Complaint are
     correct, which it did not concede, and the collective
     ownership of the outstanding Series B Preferred Shares by
     non-U.S. entities exceeds 63 percent of the outstanding
     Series B Preferred Shares as reflected therein, then non-U.S.
     entities would own well in excess of 25 percent of the equity
     of the Company in violation of Section 310(b)(4) of the Act.
     In addition, the Company stated that the current ownership of
     the Series B Preferred Shares appears to violate the foreign
     ownership restrictions set forth in the Certificate of
     Incorporation.  Article X of the Certificate of Incorporation
     contains provisions governing foreign ownership of the
     capital stock of the Company and compliance with Section 310
     of the Act.  Those provisions of the Certificate of
     Incorporation restrict foreign ownership in the Company to
     not more than 25% of the aggregate number of shares of the
     Company's capital stock outstanding in any class or series
     entitled to vote on any matter.

   * Therefore, given the new information that was recently
     disclosed to the Company in the Complaint regarding the
     ownership of a majority of the Series B Preferred Shares by
     non-U.S. entities, the Company was required to take immediate
     remedial action in order to ensure that any violations of the
     Act and its Certificate of Incorporation resulting from such
     ownership of its Series B Preferred Shares do not adversely
     affect its FCC broadcast licenses and ability to continue its
     business operations.  Accordingly, consistent with its
     obligations and authority provided to the Company under the
     Act and by Article X of the Certificate of Incorporation, the
     Company notified holders that it was suspending all rights,
     effective immediately, of the holders of the Series B
     Preferred Shares, other than their right to transfer their
     shares to a citizen of the United States.  The Company added
     that such suspension of rights will remain in place with
     respect to each holder of its Series B Preferred Shares until
     the Company has concluded that (1) the shares of such holder
     should be treated as not owned by aliens or their
     representatives, as these terms are used under the Act, or
     (2) the ownership by the holders of the Series B Preferred
     Shares (including the ownership of any shares by non-U.S.
     entities) complies with the requirements of the Act and the
     Certificate of Incorporation.

   * The Company stated that, consistent with the requirements of
     the Certificate of Incorporation, Series B Preferred Shares
     shall hereafter be represented by "Foreign Share
     Certificates," subject to the terms and provisions contained
     in the Certificate of Incorporation that are applicable to
     those shares, unless and until the Company subsequently
     determines that such shares are held by U.S. entities and are
     properly represented by "Domestic Share Certificates" (as
     provided in the Certificate of Incorporation), if applicable.
     The Company also reserved its right to declare any transfer
     of Series B Preferred Shares made in violation of its
     Certificate of Incorporation or the Act to be ineffective and
     thereby void in accordance with the provisions of its
     Certificate of Incorporation.

   * The Company further stated that, in order for the Company to
     properly determine whether to withdraw the suspension of
     rights or to take additional remedial actions with respect to
     the Series B Preferred Shares, it is directing each of the
     holders of such shares to provide, by no later than 12 noon
     EST on Dec. 4, 2017, a certification regarding the identity,
     address, number of Series B Preferred Shares owned and
     citizenship or place of incorporation of such holder and, if
     the holder is an entity, information sufficient to
     demonstrate that the entity is not considered to be an alien
     or a representative of an alien, as these terms are used
     under the Act.

   * The Company notified holders that it reserves the right to
     request any additional information and supporting
     documentation as necessary or appropriate in order for it to
     complete its review and analysis of the current ownership of
     its Series B Preferred Shares, and to confirm compliance with
     the provisions of Article X of its Certificate of
     Incorporation and applicable law, including Section 310 of
     the Act.  The Company has also reserved all rights, in law
     and in equity, in the event of any refusal by a holder of
     Series B Preferred Shares to provide the requested
     information and certification.

Simultaneously with the letter to holders of the Series B
Preferred Shares, the Company has notified the FCC of the remedial
actions taken by it as described in that letter.

A copy of the letter to the holders of the Company's Series B
Preferred Shares is available for free at https://is.gd/Wy7PNG

                  About Spanish Broadcasting

Based in Miami, Florida, Spanish Broadcasting System, Inc.
(OTCMKTS:SBSAA) -- http://www.spanishbroadcasting.com/-- is a
Spanish-language media and entertainment company with radio and/or
television stations in the top U.S. Hispanic markets, including
Puerto Rico.  The Company's owned and operated radio stations
serve markets representing approximately 35% of the U.S. Hispanic
population, and its television operations serve markets
representing over 3.5 million Hispanic households.  The Company
produces and distributes Spanish-language content, including radio
programs, television shows, music and live entertainment through
its radio stations and its television group, MegaTV, which
produces over 70 hours of original programming per week.  MegaTV
broadcasts via its owned and operated stations in South Florida,
Houston, and Puerto Rico and through programming and/or
distribution agreements with other stations, as well as various
cable and satellite providers.

Crowe Horwath LLP, in Fort Lauderdale, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2016, stating that the 12.5% Senior
Secured Notes had a maturity date of April 15, 2017.  Cash from
operations or the sale of assets was not sufficient to repay the
notes and other short term obligations when they became due, which
resulted in significant liquidity requirements on the Company that
raise substantial doubt about its ability to continue as a going
concern.

As of Sept. 30, 2017, Spanish Broadcasting had $434.45 million in
total assets, $563.69 million in total liabilities and a total
stockholders' deficit of $129.23 million.  Spanish Broadcasting
reported a net loss of $16.34 million for the year ended Dec. 31,
2016, compared with a net loss of $26.95 million in 2015.

                          *     *     *

In May 2017, S&P Global Ratings withdrew its 'D' corporate credit
rating and issue-level ratings on Spanish Broadcasting System.
"We withdrew the ratings because we were unlikely to raise them
from 'D', based on SBS' ongoing plans to restructure its debt,"
said S&P Global Ratings' credit analyst Scott Zari.  S&P had
downgraded SBS to 'D' on April 21, 2017, following the company's
announcement that it didn't repay its $275 million 12.5% senior
secured notes that were due April 15, 2017.

In April 2017, Moody's Investors Service downgraded SBS's
corporate family rating to 'Ca' from 'Caa2'.  SBS's 'Ca' corporate
family rating reflects an elevated expected loss rate following
the recently announced default under the company's 12.5% senior
secured notes due April 2017.


                            ***********


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
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Information contained herein is obtained from sources believed to
be reliable, but is not guaranteed.

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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,
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856-381-8268.


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