/raid1/www/Hosts/bankrupt/TCRLA

/raid1/www/Hosts/bankrupt/TCRLA_Public/180918.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, September 18, 2018, Vol. 19, No. 185 Headlines A R G E N T I N A CABLEVISION SA: Moody's Withdraws B1 CFR Over Merger Completion PETROQUIMICA COMODORO: Fitch Withdraws B(EXP) Rating on USD Notes TELECOM ARGENTINA: Strengthens LATAM Ties With Vodafone Deal B R A Z I L ELECTROPAULO METROPOLITANA: Moody's Ups Sr. Unsec. Ratings to Ba1 C A Y M A N I S L A N D S * ALVAREZ & MARSAL: Expands Its Footprint to the Cayman Islands D O M I N I C A N R E P U B L I C DOMINICAN REPUBLIC: Hoteliers Also Dip Into Workers' Pension Fund M E X I C O MEXICO: Says Canada Will Save NAFTA Clause on Dispute Resolution P U E R T O R I C O HIGH TIMES CORP: Taps Nolla de Garcia as Accountant INSTITUCION AMOR: Unsecureds to Receive 10% of Allowed Claims INSTITUCION AMOR: Taps Wilfredo Vega as Accountant TOYS R US: Delaware Debtors Add More Info re Asia JV Dispute V E N E Z U E L A TECHO S.A.: Fitch Withdraws B- LT Issuer Default Ratings - - - - - ================= A R G E N T I N A ================= CABLEVISION SA: Moody's Withdraws B1 CFR Over Merger Completion --------------------------------------------------------------- Moody's Investors Service has withdrawn CableVision S.A.'s B1 Corporate Family Rating. The rating action reflects the legal and regulatory completion of the merger between Telecom Argentina S.A. (Telecom, B1 stable) and Cablevision under the Argentina's authorities. On January 1, 2018, Cablevision was merged into Telecom, which is now the obligor of Cablevision's USD 500 million 2021 notes. RATINGS RATIONALE Moody's has withdrawn Cablevision's rating after all necessary requirements have been obtained for its merger into Telecom to become effective. The following ratings were withdrawn: Corporate Family Rating, B1 Prior to the withdrawal, the outlook on the rating was stable. Based in Buenos Aires, Argentina, Cablevision S.A. was a leading provider of Pay TV and Internet Services in Latin America based on amount of subscriptions. Mainly focused on the City of Buenos Aires, cities in Greater Buenos Aires, 12 provinces, and Uruguay, Cablevision was dedicated to the installation, operation and broadcasting of data transmission through cable and video. Showing an ongoing expansion, the company reported total revenues of ARS 40,952 million or USD 2.5 billion for fiscal year 2017. Telecom Argentina S.A., in turn, is one of three major telecom providers in Argentina. The company offers mobile, broadband, fixed and pay-TV services to the residential, corporate and government sectors. In Paraguay, where Telecom derives around 3% of consolidated revenue, the company is also a major mobile services provider. For the first half of 2018 and including Cablevision's numbers, Telecom revenues totaled ARS 64,179 million or USD 3 billion. PETROQUIMICA COMODORO: Fitch Withdraws B(EXP) Rating on USD Notes ---------------------------------------------------------------- Fitch Ratings has withdrawn its 'B(EXP)'/'RR4' expected rating on Petroquimica Comodoro Rivadavia S.A.'s (PCR) proposed USD senior unsecured notes. KEY RATING DRIVERS The rating has been withdrawn as PCR did not proceed with the senior unsecured notes issue within the previously envisaged timeline. PCR's other ratings are unaffected by the withdrawal. RATING SENSITIVITIES SENIOR DEBT Rating Sensitivities are not applicable as the ratings have been withdrawn. TELECOM ARGENTINA: Strengthens LATAM Ties With Vodafone Deal ----------------------------------------------------------- Total Telecom reports that Vodafone and Telecom Argentina have signed a new Partner Market agreement in Buenos Aires, according to a company release. Under the terms of the non-equity agreement, Vodafone will share its global best practice experience and provide strategic advice to Telecom Argentina, as the company tries to build its product offering. The agreement will touch on a wide range of areas, including customer service and retail, technology, IT and procurement, according to Total Telecom. "This partnership allows Telecom Argentina to benefit from Vodafone's international experience and expertise and access our company's global products and services. I am delighted that Telecom is joining us as one of our Partner Markets and I am looking forward to our relationship growing in the coming years," said Vodafone Partner Markets chief executive, Diego Massidda, the report notes. Telecom Argentina is trying to transform itself into a more customer centric organizations, something that the partnership will help to facilitate, the report relays. "At Telecom Argentina, the customer is the centre of all our decisions. That's why we have decided to work with Vodafone to strengthen our business strategies, drawing on Vodafone's experience to offer our customers a wide range of services to a high international standard. Vodafone's expertise also adds value to the proposals we are planning to deploy in the future," said Carlos Moltini, CEO of Telecom Argentina, the report relays. As reported in the Troubled Company Reporter-Latin America on Sept. 17, 2018, Fitch Ratings has withdrawn the 'B+(EXP)'/'RR3' expected rating assigned to Telecom Argentina S.A.'s proposed US dollar senior unsecured notes. The company had intended to use the proceeds for capital expenditures, refinancing of short-term obligations, as well as for general corporate purposes. =========== B R A Z I L =========== ELECTROPAULO METROPOLITANA: Moody's Ups Sr. Unsec. Ratings to Ba1 ----------------------------------------------------------------- Moody's America Latina Ltda. has upgraded the Corporate Family Rating and long term senior unsecured ratings of Eletropaulo Metropolitana de Eletricidade de Sao Paulo S.A. to Ba1 from Ba2 on the global scale and to Aaa.br from Aa3.br on the Brazilian national scale. The outlook for all ratings is stable. This rating action was prompted by the company's successful issuance of BRL3.0 billion Backed senior unsecured amortizing debentures with final maturity date in 2025, which provides additional credit linkages to the company's new direct and indirect shareholders. The transaction is part of a liability management strategy to refinance approximately two-thirds of Eletropaulo's reported gross debt at lower costs. The transaction is backed by indirect shareholder Enel Brasil S.A. In turn, the debt raised by Enel Brasil and a sister company to purchase Eletropaulo is backed by a guarantee from Enel Americas S.A. (Baa3, negative). Enel Americas S.A. currently holds an indirect stake of 93.3% in Eletropaulo's equity capital. RATINGS RATIONALE Eletropaulo Ba1/Aaa.br ratings incorporate one notch uplift, on the global scale from its assessment of the strong likelihood of timely support from the controlling shareholders given its strategic importance and financial linkages with Enel Americas. The ratings also factor in that reputational considerations will incentivize Enel Americas to financially support Eletropaulo, should future free cash flow generation be insufficient for the issuer to fully service its debt obligations. The new debt issue guaranteed by the Enel Brasil follows a BRL1.5 billion capital increase in Eletropaulo concluded in July 2018. The debt refinancing is credit positive for Eletropaulo because it will lengthen its debt amortization schedule and reduce liquidity risk for the next two-years, providing the company more flexibility to focus on investments and operating improvements. These actions reinforce its understanding of strong commitment from the Enel group to support Eletropaulo's operating and financial profile. Following the acquisition of Eletropaulo in June 2018, the Enel Group became the largest electricity distribution company in Brazil, serving about 18 million customers in the country. Enel Brasil currently has about BRL9.3 billion in short-term debt backed by Enel Americas that was incurred, among other things, to support the acquisition of Eletropaulo. By fiscal year end 2018, Eletropaulo will be considered one of Enel Americas significant subsidiaries, as per the definitions of Enel Americas 2026 bonds, which will expose Enel Americas' debt to an event default, if Eletropaulo fails to service debt. These structural incentives in place supports its perception of parent's willingness to provide continued support. Eletropaulo's Ba1/Aaa.br ratings are further supported by: (i) the relatively stable and predictable nature of its cash flows derived from a distribution concession in Brazil's wealthiest metropolitan area that is valid through June 2028, (ii) historically solid credit metrics, as measured by the three year average ratio of Cash Flow from Operations before Working Capital changes (CFO pre- W/C) to debt of 15.5% and Interest Coverage Ratio of 2.6x, from mid-2015 through mid-2018, and (iii) an evolving regulatory environment with recent evidence of support aimed to provide timely relief to the financial risk of electricity distribution companies. Constraining Eletropaulo's ratings are the sizeable capital investments expected to upgrade its network and prevent energy losses before the next review cycle in July 2019, which Moody's estimates in about BRL1.1 billion. The still large pension liabilities of BRL3.7 billion and refinanced contingent obligations with Eletrobras of BRL1.5 billion constrain a more rapid improvement in the company's leverage metrics over the next three to four years. Eletropaulo's credit quality is also constrained by Brazil's credit fundamentals due to its regional customer base. RATIONALE FOR THE STABLE OUTLOOK The stable outlook reflects Moody's expectation of continued improvement in Eletropaulo's operating performance over the next twelve to eighteen months, with the recovery of regulatory assets (R$626 million as of June, 30 2018), following the 15.84% tariff increase allowed by the regulator ANEEL in July, 04, 2018, which should lead the company's CFO pre WC to Debt and CFO pre WC interest coverage ratios to remain consistently above 15% and approaching 3.0x, respectively. Importantly, the stable outlook assumes that the Enel group will remain highly involved in Eletropaulo's operations and continue to consider the issuer an essential and strategic asset. WHAT COULD CHANGE THE RATING UP/DOWN Given the highly regulated nature of the energy sector and its domestic operating profile, an upgrade of Brazil's sovereign bond rating (Ba2, stable) could trigger upward pressure on Eletropaulo's ratings. A rating upgrade would also take into account the company's liquidity position and business profile, and the regulatory environment in which the company operates. Quantitatively, an upgrade would require sustainable improvement in the company's credit metrics, such as CFO pre-WC to debt ratio consistently above 25%, and the cash interest coverage ratio close to 4.0x. In addition, its understanding of stronger support from Enel Americas, as evidenced by a direct or explicit corporate guarantee, could also cause upward pressure on Eletropaulo's credit profile. The ratings will face downward pressure if the stability and transparency of the regulatory regime for the distribution sector in Brazil is weakened, ultimately resulting in more volatility or decreased visibility into Eletropaulo's cash flow base, causing sustainable declines in the company's credit metrics. Quantitatively, a downgrade would be considered if Eletropaulo's credit metrics consistently deteriorate, as indicated by a CFO pre WC to debt ratio lower than 10% or a cash interest coverage lower than 2.0x on a sustainable basis. A downgrade on Enel Americas or on Brazil's sovereign bond ratings could also exert downward pressure on Eletropaulo's ratings. Moreover, a change in Eletropaulo's ownership structure, particularly if Enel Americas ceases to be a majority shareholder and/or ceases to consider Eletropaulo an significant subsidiary is likely to also trigger a rating downgrade. Eletropaulo operates the concession of the regulated electricity distribution in 24 municipalities in the Sao Paulo metropolitan area, including the city of Sao Paulo, with an estimated 11% market share in Brazil serving 7.2 million customer units in 2017. The Company has a 30-year concession contract that was granted by ANEEL, the Brazilian electricity sector regulator in 1998. Since June 2018, Eletropaulo is controlled by the Enel Brasil, a subsidiary of Enel Americas. Headquartered in Santiago, Enel Americas holds interest stakes in several regulated utilities and power generation companies operating in Colombia, Peru, Brazil and Argentina. ENEL S.p.A (Baa2 stable) holds a 51.8% interest stake in Enel Americas. The principal methodology used in these ratings was Regulated Electric and Gas Utilities published in June 2017. ========================== C A Y M A N I S L A N D S ========================== * ALVAREZ & MARSAL: Expands Its Footprint to the Cayman Islands --------------------------------------------------------------- Leading global professional services firm Alvarez & Marsal (A&M) has expanded its global footprint with the opening of a new office in the Cayman Islands and the appointment of three senior on-the- ground professionals. The joining of Alex Lawson, as Managing Director and Head of A&M Cayman Islands, along with Chris Kennedy, as Managing Director, and Barry Lynch, as Senior Director, will provide a full service offering for alternative investments restructuring for corporates, institutional investors, hedge funds and private equity (PE) firms. The A&M Cayman Islands office complements the firm's ability to work on restructuring engagements in parallel tracks with the U.S., U.K., Europe and Hong Kong. This expansion will benefit clients by strengthening the reach of A&M's U.K. based Insolvency practice and bolstering the firm's soft wind-down and advisory offering. As at June 2017, the Cayman Islands Monetary Authority reported total international assets and liabilities of US$1.026 trillion and US$1.027 trillion, respectively. Bryan Marsal, A&M's Co-Founder and Chief Executive Officer, said, "Restructuring advisory is at the cornerstone of A&M's operational heritage. The Cayman Islands is the fifth largest financial jurisdiction in the world. Our expansion here, and plans for growth, demonstrates our continuing commitment to meet our clients' complex, international restructuring needs, related global valuation demands, as well as disputes and investigations concerns." Richard Fleming, an A&M Managing Director and leader of the firm's Restructuring practice in Europe, added, "A&M's presence in the Cayman Islands enhances our ability to maximize value for clients. Alex's, Chris' and Barry's individual and combined expertise will provide the seasoned restructuring counsel required to help our clients address their turnaround challenges." Mr. Lawson brings over 15 years restructuring experience, 10 of which were exclusively in the Cayman Islands. He has served as an appointment holder for Provisional, Official and Voluntary liquidations, Controllerships and Inspectorships and has held key leadership roles in numerous engagements. Mr. Lawson has worked across all restructuring and insolvency procedures with a focus on unlocking value for hedge funds, PE funds and global enterprises in distress. Prior to joining A&M, Mr. Lawson served as a Partner with KPMG in the Cayman Islands. Mr. Kennedy is a qualified Insolvency Practitioner in the Cayman Islands, a Chartered Accountant (Ireland) and a Cayman Islands Monetary Authority (CIMA) registered Director who advises on distressed solutions for financial services sector clients. He specializes in corporate advisory, restructuring and insolvency and has been appointed as an Official, Provisional and Voluntary Liquidator to numerous Cayman registered entities. Mr. Kennedy has worked in the Cayman Islands for over 9 years. He has extensive experience advising on multi-jurisdictional matters across a wide range of industries, with a focus on protecting and recovering value for stakeholders. The U.S. Courts under Chapter 15 of the U.S. Bankruptcy Code have recognized Mr. Kennedy on multiple occasions. Mr. Lynch is a qualified Insolvency Practitioner in the Cayman Islands specializing in providing distressed solutions to the financial services sector with diverse experience across the hedge fund, banking and capital markets, oil & gas and shipping industries. Mr. Lynch has been appointed as an Official Liquidator by the Grand Court of the Cayman Islands, and has led multiple high profile multi-jurisdictional insolvency, restructuring and advisory cases across the Cayman Islands, the U.S., U.K., the British Virgin Islands, Portugal, Monaco and Switzerland. He has also acted as a Board Director on behalf of numerous distressed structured finance CDO deals. Prior to joining A&M, Mr. Lynch served as a Senior Manager with RHSW Caribbean and as a Manager with PwC in Dublin. About Alvarez & Marsal Companies, investors and government entities around the world turn to Alvarez & Marsal (A&M) when conventional approaches are not enough to make change and achieve results. Privately held since its founding in 1983, A&M is a leading global professional services firm that provides advisory, business performance improvement and turnaround management services. With over 3000 people across four continents, we deliver tangible results for corporates, boards, private equity firms, law firms and government agencies facing complex challenges. Our senior leaders, and their teams, help organizations transform operations, catapult growth and accelerate results through decisive action. Comprised of experienced operators, world-class consultants, former regulators and industry authorities, A&M leverages its restructuring heritage to turn change into a strategic business asset, manage risk and unlock value at every stage of growth. =================================== D O M I N I C A N R E P U B L I C =================================== DOMINICAN REPUBLIC: Hoteliers Also Dip Into Workers' Pension Fund ----------------------------------------------------------------- Dominican Today reports that the Dominican Pension Fund Administrators Association (ADAFP) and the Dominican Hotels and Tourism Association (ASONAHORES) agreed to identify secure and profitable investment opportunities for funds managed by the AFPs, "to boost the tourism sector's growth, so that they can be enhanced for the country's economic development." The announcement comes amid concerns by the labor sector of efforts to extend the retirement age and raise the quotas paid by workers and employers, according to Dominican Today. ADAFP Executive President, Kirsis Jaquez and ASONAHORES president, Joel Santos signed the agreement in the ADAFP offices, and attended by Pensions Superintendent Ramon Contreras and Securities Superintendent Gabriel Castro, the report relays. Both entities stressed a commitment to strengthen both sectors and the economic development of the country, the report notes. ADAFP President Kirsis Jaquez and ASONAHORES president Joel Santos stressed the impact that the use of the Pension Fund is having on the Dominican economy to finance major infrastructure projects in the areas of tourism, energy, housing among others, the report relays. "They coincided in emphasizing that the financial support of the AFPs with the pension funds contributes to diversify the tourism offer in the country, at the same time that it obtains good returns to the pension funds that they administer," the entities said, the report adds. =========== M E X I C O =========== MEXICO: Says Canada Will Save NAFTA Clause on Dispute Resolution ---------------------------------------------------------------- EFE News reports that Mexico wants NAFTA to remain a trilateral pact and is confident that Canada will prevail in its fight with the United States over the treaty's dispute-resolution chapter, Economy Secretary Ildefonso Guajardo said. "Mexico achieved all of its objectives. Now all that is missing is the dispute-resolution chapter, which is crucial for Canada," he told reports, adding that, for Ottowa, "this battle is very important," according to EFE News. Presidents Donald Trump and Enrique Pena Nieto disclosed last month that the US and Mexico had concluded a new trade deal and they invited Canada to join the pact, the report relays. But the Canadian government has indicated it will insist on preserving Chapter 19 of the 1994 North American Free Trade Agreement in any new accord, while Mexico did not make that an issue in their talks with Washington, the report says. "We have to optimize our objectives," Mr. Guajardo said, explaining that Mexico was more concerned about turning back proposed changes to NAFTA that he described as "very toxic," the report discloses. In his opening statement during the annual Concamin business federation meeting, Mr. Guajardo said that Mexico's industrial sector had gained "certainty" after the new trade deal with the US was concluded, the report relays. "But there is still a long way to go. We still need to attempt to maintain the trilateral nature (of NAFTA) and then the most important process lies ahead, namely the legislative process," he said, referring to ratification by lawmakers from the respective nations, the report relays. Trade under the aegis of NAFTA totals more than $1 trillion a year, the report says. ====================== P U E R T O R I C O ====================== HIGH TIMES CORP: Taps Nolla de Garcia as Accountant --------------------------------------------------- High Times Corp. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to hire Nolla de Garcia CPA PSC as its accountant. The firm will assist the Debtor in the preparation of its monthly operating reports; assist in tax preparation; and provide business consulting services in the development of reorganization strategies. Nelson Garcia-Martinez and Karen Nolla, the firm's accountants who will be providing the services, will each charge an hourly fee of $90. Staff accountants will charge $50 per hour. Both accountants are "disinterested" as defined in section 101(14) of the Bankruptcy Code, according to court filings. Nolla de Garcia can be reached through: Nelson Garcia-Martinez Karen Nolla Nolla de Garcia CPA PSC 425 Carr. 693 PMB 204 Dorado, PR 00646 Tel: (787) 795-1366 Phone: (787) 795-1362 Email: nolladegarciacpa@gmail.com About High Times Corp. High Times Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 18-04770) on August 21, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $500,000. Judge Enrique S. Lamoutte Inclan presides over the case. Alexis A. Betancourt Vincenty, Esq., at Lugo Mender Group LLC, is the Debtor's bankruptcy counsel. INSTITUCION AMOR: Unsecureds to Receive 10% of Allowed Claims ------------------------------------------------------------- Institucion Amor Real Corporation submits a small business disclosure statement describing its chapter 11 plan. The Debtor operates in the town of Juana Diaz, Puerto Rico as an assisted living facility and/or nursing home, and is regulated by the Department of Family Services in Puerto Rico. The debtor corporation offers a less-expensive, residential approach to delivering the same services available in skilled nursing, either by employing personal care staff or contracting with home health agencies and other outside professionals. The home is licensed to house 35 elderly persons and its current population is 33. It provides care to bedridden and non-bed persons who need help with daily living activities and personal care. General unsecured creditors are classified in Class 2 under the plan and will receive a distribution of 10% of their allowed claims. Payments and distributions under the Plan will be funded by the income from the debtor's continuation and operation of the business. The risk to creditors in this Chapter 11, is based on the following: The debtor has successfully continued operations of the assisted living facilities, keeping current payment of taxes, insurance, payroll and not incurring in additional debts, except the day to day business expenses of the operation. A full-text copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/prb18-01737-11-43.pdf About Institucion Amor Real Corp. Institucion Amor Real Corporation filed a Chapter 11 petition (Bankr. D. P.R. Case No. 18-01737) on March 29, 2018. In the petition signed by Jose A. Santiago, its president, the Debtor estimated at least $50,000 in assets and $100,000 to $500,000 in liabilities. Judge Edward A. Godoy is the case judge. Nydia Gonzalez Ortiz, Esq., at Santiago & Gonzalez, is the Debtor's counsel. INSTITUCION AMOR: Taps Wilfredo Vega as Accountant -------------------------------------------------- Institucion Amor Real Corp seeks authority from the Bankruptcy Court to employ Wilfredo Gonzalez Vega, CPA, as accountants. The Debtor proposes to pay Mr. Vega a fee of $100 per hour. Mr. Vega does not represent an interest adverse to that of the estate and is a disinterested person as defined in Sec. 101(14) of the Bankruptcy Code, according to court filings. About Institucion Amor Real Corp. Institucion Amor Real Corporation filed a Chapter 11 petition (Bankr. D. P.R. Case No. 18-01737) on March 29, 2018. In the petition signed by Jose A. Santiago, its president, the Debtor estimated at least $50,000 in assets and $100,000 to $500,000 in liabilities. Judge Edward A. Godoy is the case judge. Nydia Gonzalez Ortiz, Esq., at Santiago & Gonzalez, is the Debtor's counsel. TOYS R US: Delaware Debtors Add More Info re Asia JV Dispute ------------------------------------------------------------ Toys "R" Us-Delaware, Inc., and certain Toys Delaware affiliates (collectively, "Toys Delaware Debtors") and Geoffrey Holdings, LLC, and Geoffrey's subsidiaries (collectively, the "Geoffrey Debtors"), filed with the U.S. Bankruptcy Court for the Eastern District of Virginia, Richmond Division, a second amended disclosure statement dated September 5, 2018, explaining their Chapter 11 plans. The Second Amended Disclosure Statement reflects that the Voting Deadline for the Plan is October 5, 2018, at 5:00 p.m., prevailing Eastern Time. For Class A2: Other Priority Claims against the Toys Delaware Debtors, the failure to object to Confirmation by a Holder of an Allowed Other Priority Claim against the Toys Delaware Debtors shall be deemed to be such Holder's consent to receive treatment for such Claim that is different from that set forth in Section 1129(a)(9) of the Bankruptcy Code. Class A9 is now referred to as "Interests in Toys Delaware." For Class B2: Other Priority Claims against the Geoffrey Debtors, the failure to object to Confirmation by a Holder of an Allowed Other Priority Claim against the Geoffrey Debtors shall be deemed to be such Holder's consent to receive treatment for such Claim that is different from that set forth in Section 1129(a)(9) of the Bankruptcy Code. The Asia JV and the Taj Holders Steering Group dispute that there are any valid causes of action against the Asia JV relating to the Asia JV MLA, the Subsidy Agreement, or any other contract or transaction and reserve any and all rights, claims, arguments, and defenses with respect to the same. The Toys Delaware and Geoffrey Disinterested Directors dispute these assertions, and, as set forth in this Disclosure Statement, the Geoffrey Disinterested Director believes Geoffrey has valid and meritorious Causes of Action against the Asia JV and/or its subsidiaries in respect of the Asia JV MLA and/or the Subsidy Agreement, which were fully preserved under the IP Assumption Order entered by the Bankruptcy Court. In addition, Toys Delaware and Geoffrey maintain that any purported reservation of rights by the Asia JV and the Taj Holders Steering Group (either in this Disclosure Statement or in the Plan) is subject in all respects to the IP Assumption Orders and any other final Court orders. The Asia JV has filed Administrative Claims against Geoffrey asserting that as of August 15, 2018, Geoffrey owes no less than $21 million under the Subsidy Agreement. Although the Geoffrey Disinterested Director and the Ad Hoc Group of B-4 Lenders believe that the Subsidy Agreement and the Asia JV MLA are separate agreements that could be disposed of separately, no transaction has been proposed under which the Subsidy Agreement and the Asia JV MLA will reside at different entities. To the extent any such transaction is proposed, it will be presented to the Bankruptcy Court for review and approval, as contemplated by the Bankruptcy Court-approved bidding procedures for the sale of the Debtors' intellectual property assets. For the avoidance of doubt, the Asia JV and the Taj Holders Steering Group believe the Subsidy Agreement and the Asia JV MLA are integrated agreements and cannot be separated. A dispute has arisen between Toys Delaware and the Asia JV regarding $10,054,921 invoiced by Toys Delaware to two subsidiaries of the Asia JV for services rendered prior to 2018 under that certain Information Technology and Administrative Support Services Agreement, dated as of February 1, 2009 (as amended from time to time, the "ITASSA"). The Asia JV has not paid any of the Invoiced Amounts. The parties have engaged in extensive discussions regarding the Invoiced Amounts. However, as of the date hereof, the dispute remains unresolved, as Toys Delaware believes that it is entitled to payment in full of the Invoiced Amounts, and the Asia JV and the Taj Holders Steering Group dispute that assertion, and the Asia JV has not paid the Invoiced Amounts. To date, Toys Delaware has continued to provide services to the Asia JV even though the Asia JV has not paid the Invoiced Amounts, and the dispute has not been resolved. Toys Delaware believes it is entitled to cease providing such services in light of the non-payment by the Asia JV and the expiration of the 60-day period in the TSA Order. The Asia JV challenges the Invoiced Amounts and, consistent with the ITASSA, including section five thereof, the parties have been attempting to resolve the dispute. The Asia JV notes that is has remained current with respect to its monthly ITASSA payments and has timely paid all invoices for services rendered since the Chapter 11 cases began (except, for the avoidance of doubt, the Invoiced Amounts). The Asia JV also maintains that if Toys Delaware stops providing ITASSA Services without an acceptable transition services agreement in place, it may have an adverse impact on the value of the Asia business as well as the value of Toys Delaware's intellectual property. The Asia JV reserves any and all rights, claims, and defenses in the event Toys Delaware stops providing services or causes an interruption in services. Toys Delaware, in turn, reserves all rights, claims, and defenses resulting from the Asia JV's failure to pay any of the Invoiced Amounts and otherwise. The Asia JV filed two objections to the Disclosure Statement arguing, among other things, that any plan that does not provide for the payment in full in cash of administrative expense claims cannot satisfy Section 1129(a)(9) of the Bankruptcy Code and cannot be confirmed. It also argued that to the extent the Toys Delaware Debtors' and Geoffrey Debtors' Disclosure Statements related to plans that did not provide for the payment of Allowed Administrative Expense Claims in full in cash, then they should not be approved. Toys Labuan similarly argued that the Geoffrey Debtors' Plan capped the Asia JV Allowed Administrative Claims and therefore could not satisfy Section 1129(a)(9). The Toys Delaware Disinterested Directors, the Geoffrey Disinterested Directors, and the Ad Hoc Group of B-4 Lenders dispute each of those arguments. The Asia JV's objections to the Disclosure Statement were resolved, however, when the Debtors advised the Asia JV that (a) the Administrative Claim asserted by the Asia JV is the only material Administrative Claim known to the Debtors to be asserted against the Geoffrey Debtors that may be allowed; (b) in order for the Plan to go Effective, the Asserted Asia JV Claim, will need to be paid in full in cash to the extent, if any, of the Allowed amount thereof and not subject to any cap; (c) the $22,000,000 relating to the condition precedent to effectiveness of the Plan in section XI.B.5 is being increased to $26,000,000, which currently is expected to be sufficient to cover the full asserted amount of the Asia JV Allowed Administrative Claim; and (d) any and all of the Asia JV's objections to confirmation of the Plan are fully reserved, including, inter alia, the right to challenge confirmation on grounds that the Geoffrey Debtors' Plan does not comply with Section 1129(a)(9) of the Bankruptcy Code and that the Debtors have not demonstrated that there is a valid basis to condition effectiveness of the Plan on the Allowed Administrative Claims against the Geoffrey Debtors not exceeding a dollar threshold. A full-text copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/vaeb17-34665-4543.pdf About Toys R Us, Inc. Toys "R" Us, Inc., was an American toy and juvenile-products retailer founded in 1948 and headquartered in Wayne, New Jersey, in the New York City metropolitan area. Merchandise was 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 was 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 a privately owned entity but still files with the U.S. 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. 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, were not part of the Chapter 11 filing and CCAA proceedings. Grant Thornton is the monitor appointed in the CCAA case. Judge Keith L. Phillips presides over the Chapter 11 cases. In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis International LLP serve 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. Consensus Advisory Services LLC and Consensus Securities LLC, serve as sale process investment banker. A&G Realty Partners, LLC, serves as the Debtors' real estate advisor. On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an official committee of unsecured creditors. The Committee retained Kramer Levin Naftalis & Frankel LLP as its legal counsel; Wolcott Rivers, P.C., as local counsel; FTI Consulting, Inc. as financial advisor; and Moelis & Company LLC as investment banker. Toys "R" Us UK Toys "R" Us Limited, Toys "R" Us, Inc.'s UK arm with 105 stores and 3,000 employees, was sent into administration in the United Kingdom in February 2018. Arron Kendall and Simon Thomas of Moorfields Advisory Limited, 88 Wood Street, London, EC2V 7QF were appointed Joint Administrators on Feb. 28, 2018. The Administrators now manage the affairs, business and property of the Company. The Administrators act as agents only and without personal liability. The Administrators said they will make every effort to secure a buyer for all or part of the business. Liquidation of U.S. Stores Toys "R" Us, Inc., on March 15, 2018, filed with the U.S. Bankruptcy Court a motion seeking Bankruptcy Court approval to start the process of conducting an orderly wind-down of its U.S. business and liquidation of inventory in all 735 of the Company's U.S. stores, including stores in Puerto Rico. Propco I Debtors Toys "R" Us Property Company I, LLC and its subsidiaries own fee and leasehold interests in more than 300 properties in the United States. The Debtors lease the properties on a triple-net basis under a master lease to Toys-Delaware, the operating entity for all of TRU's North American businesses, which operates the majority of the properties as Toys "R" Us stores, Babies "R" Us stores or side-by-side stores, or subleases them to alternative retailers. Toys "R" Us Property was founded in 2005 and is headquartered in Wayne, New Jersey. Toys 'R' Us Property operates as a subsidiary of Toys "R" Us Inc. Company LLC, MAP Real Estate LLC, TRU 2005 RE I LLC, TRU 2005 RE II Trust, and Wayne Real Estate Company LLC (collectively, "Propco I Debtors") sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. 18-31429) on March 20, 2018. The Propco I Debtors sought and obtained procedural consolidation and joint administration of their Chapter 11 cases, separate from the Toys "R" Us Debtors' Chapter 11 cases. The Propco I Debtors estimated assets of $500 million to $1 billion and liabilities of $500 million to $1 billion. Judge Keith L. Phillips presides over the Propco I Debtors' cases. The Propco I Debtors hired Klehr Harrison Harvey Branzburg, LLP; and Crowley, Liberatore, Ryan & Brogan, P.C., as co-counsel. The Debtors also tapped Kutak Rock LLP. They hired Goldin Associates, LLC, as financial advisors. ================= V E N E Z U E L A ================= TECHO S.A.: Fitch Withdraws B- LT Issuer Default Ratings -------------------------------------------------------- Fitch Ratings has withdrawn the Long-Term, Local- and Foreign- Currency Issuer Default Ratings (IDRs) of 'B-' of Techo S.A., Techo en el Urubo S.R.L. and El Pahuichi S.R.L. Fitch is withdrawing the ratings as Techo S.A., Techo en el Urubo S.R.L. and El Pahuichi S.R.L. have chosen to stop participating in the rating process. Therefore, Fitch will no longer have sufficient information to maintain the ratings. Accordingly, Fitch will no longer provide ratings (or analytical coverage) for Techo S.A., Techo en el Urubo S.R.L. and El Pahuichi S.R.L. *********** 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 2018. 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. . * * * End of Transmission * * *