TCRLA_Public/181108.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

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

          Thursday, November 8, 2018, Vol. 19, No. 222


                            Headlines



B R A Z I L

CIELO SA: Fitch Affirms BB+ LC & FC IDR, Outlook Stable
ODEBRECHT ENGENHARIA: Moody's Cuts Corp. Family Rating to 'C'
ODEBRECHT FINANCE: Moody's Cuts Sr. Unsec. Notes Rating to C


C H I L E

* CHILE: Will Join China's Belt and Road Initiative


J A M A I C A

UC RUSAL: Appoints New Chief Executive Officer


P E R U

VOLCAN COMPANIA: Moody's Upgrades CFR to Ba2, Outlook Stable


P U E R T O    R I C O

SEARS HOLDINGS: Weil Serves as Adviser in Chapter 11 Restructuring
SEARS HOLDINGS: Seeks Court Approval of Stalking Horse Agreement
SEARS HOLDINGS: Taps Lazard Freres as Investment Banker
SEARS HOLDINGS: Taps Weil Gotshal & Manges as Legal Counsel


S T.  L U C I A

SANDALS RESORTS: Suspends Construction On Fourth Hotel


V E N E Z U E L A

VENEZUELA: Wants $550M Worth of Gold Back From the Bank of England


X X X X X X X X X

LATAM: Turns to Sustainable Ranching in Face of Climate Change


                            - - - - -


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B R A Z I L
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CIELO SA: Fitch Affirms BB+ LC & FC IDR, Outlook Stable
-------------------------------------------------------
Fitch Ratings has affirmed Cielo S.A.'s Foreign and Local Currency
Issuer Default Rating at 'BB+' and its long-term national scale
rating at 'AAA(bra). The rating Outlook for the corporate ratings
is Stable. At the same time, Fitch has affirmed the senior
unsecured notes for Cielo's wholly owned subsidiary, Cielo USA
Inc., at 'BB+'.

Cielo's ratings reflect the company's solid capital structure and
financial flexibility and its proven capacity to generate strong
and resilient cash flow in its business in different macroeconomic
scenarios and increased competition. Cielo benefits from its
leading position in the Brazilian card payment industry, which is
supported by the growing and predictable revenue stream from a
diversified base of affiliated merchants.

The analysis also incorporates the low counterparty risks
associated with the Brazilian banking system, as more than 95% of
the volume of transactions is concentrated in banks rated 'BB-'
and above or that are partially guaranteed by Visa and Mastercard.
Cielo has virtually no direct credit exposure to cardholders, as
the card-issuing bank guarantees cardholders' payment, while the
company's exposure to merchants is limited.

Cielo's FC IDR of 'BB+' is one notch higher than Brazil's 'BB'
Country Ceiling, as the company's offshore readily available cash
easily covers hard currency interest expense. Currently, cash held
abroad covers hard currency debt service over the next 24 months
by more than 2x. In line with Fitch's "Non-Financial Corporates
Exceeding the Country Ceiling Rating Criteria," this could allow
the company to be rated up to three notches above the Brazilian
Country Ceiling. Cielo's FC IDR is constrained by the company's LC
IDR, which is a reflection of the company's underlying credit
quality. If Cielo's offshore readily available cash/hard currency
interest ratio falls below 1.0x, Cielo's FC IDR would be
downgraded and limited to Brazil's Country Ceiling.

KEY RATING DRIVERS

Leading Position in the Brazilian Card Payment Industry: Cielo is
the leading company in Brazil's merchant acquiring and payment
processing industry with an estimated market share of 51.1%.
Despite the significant increase in competition in recent years,
the industry remains highly consolidated with the two largest
players representing approximately 84% of the market. Cielo's
competitive advantage relies in part on the relationship and
distribution network of three important banks in the Brazilian
banking system, Banco do Brasil, Bradesco and, to a lesser extent,
Caixa. Cielo's affiliation with these leading banks gives it
access to their broad customer base to acquire merchant accounts.

Important Challenges due to Increased Competition: The market
dynamics for the Brazilian payment industry has significantly
changed in the last two years and Fitch expects competition to
continue to increase and pressure operating margins. In Fitch's
opinion, Cielo's market share should remain strong, but will
gradually reduce in the medium term. The recent successful IPOs of
two smaller players will also contribute to a more aggressive
growth strategy and to fierce dispute to gain market share.

Cielo has the important challenge to adapt its strategy to the
highly competitive business environment and continue to grow its
activities and preserve strong cash flow generation capacity. The
company's operating results were pressured by the reduction in net
interchange fee, in revenues from POS equipment rental and in
prepayment revenue, combined with lower growth of the volume of
credit transactions. In Fitch's opinion, Cielo's defensive
strategy to enter more aggressively in a new business segment, the
micro to small merchants, still needs to be tested. This is a more
price sensitive segment, in which smaller players, such as
PagSeguro (not rated) and Stone (not rated), have gained important
market share. The acquisition of Stelo in 2018 should support
Cielo's plan to grow more aggressively in this segment, with sale
of POS and acquisition of receivables activities.

Financial Volume to Continue to Grow: Fitch expects mid-single
digit growth of credit and debit transactions in Brazil in 2018
and 2019, supported by low penetration of credit and debit cards
and some improvement in consumer spending. However, still
uncertain pace of macroeconomic recovery will continue to pressure
business growth compared to high historical growth levels. Cielo
processed BRL458 billion in credit and debit transactions in the
first nine months of 2018 and BRL626 billion in 2017. The volume
of credit and debit transactions increased by more than 20% per
year from 2007 to 2012 and by an average of 16% in 2013 and 2014.
Weak macroeconomic conditions and tough competition resulted in
slower growth toward single digits since 2015, and the volume of
credit and debit transactions increased by 7.0% in 2016, 6.7% in
2017 and only 0.8% during the first nine months of 2018.

Low Risk of Credit Loss: Cielo has virtually no direct credit
exposure to cardholders, as the card-issuing bank guarantees
cardholders' payment, while the company's exposure to merchants is
limited. The company is, however, partially exposed to card-
issuing bank defaults on a payment settlement for Visa and
Mastercard transactions. The risk associated with Visa and
Mastercard transactions is mitigated by the fact that more than
95% of the volume of transactions is concentrated in banks rated
'BB-' and above. For some non-investment grade banks, Cielo's risk
management policy requires the card-issuing bank to pledge
collateral.

Cash Flow Remains Robust: Cielo has demonstrated recurrent
capacity to generate robust and resilient cash flow, even during
scenarios of different economic cycles and increased competition.
It also benefits from increased revenues diversification,
following the acquisition of Merchant e-Solutions, in U.S., and
Cateno. Fitch projects adjusted EBITDA to decrease to BRL6.5
billion in 2018 and BRL6.4 billion in 2019. In the LTM ended
September 30, 2018, the company reported BRL6.7 billion of
adjusted EBITDA, including financial income derived from the
acquisition of receivables from merchants of BRL1.8 billion, FFO
of BRL5.6 billion and CFFO of BRL5.0 billion. These results
compare negatively with BRL7.7 billion, BRL5.3 billion and BRL6.1
billion, respectively, in 2017. The reduction in net interchange
fee, in revenues from POS equipment rental and in prepayment
revenue, combined with lower growth of the volume of credit
transactions, pressured EBITDA generation. Cielo invested BRL563
million and distributed dividends of BRL3.4 billion in the LTM
ended September 2018, resulting in FCF of BRL967 million. Fitch
expects FCF to remain positive in 2018 to 2020 despite increased
pressure on cash flow generation due to highly competitive
environment.

Strong Capital Structure: Cielo has strong credit metrics and
leverage remains low. In the LTM ended September 2018, net debt to
adjusted EBITDA, including financial income derived from the
acquisition of receivables from merchants, was 0.9x, in line with
the average between 2016 and 2017. Fitch's projections indicate
net leverage close to 1x in the upcoming years. As of September
30, 2018, Cielo had BRL10.2 billion of total debt, of which about
35% was denominated in foreign currency.

DERIVATION SUMMARY

Cielo is the leading company in Brazil's merchant acquiring and
payment processing industry with an estimated market share of
51.1%. The second largest player is Redecard (controlled by Itau;
not rated) with 33.1% market share and the third largest is GetNet
(controlled by Santander; not rated) with 13.7%. Compared to small
players, like Stone (not rated) and PagSeguro (not rated), the
three leaders have a strong competitive advantage due to their
controlling shareholders structure, as the affiliation with these
leading banks gives them access to a broad customer base to
acquire merchant accounts and creates high barriers to entry. As a
characteristic of the industry in Brazil, Cielo has no direct
credit exposure to cardholders, as the card-issuing bank
guarantees cardholders' payment. Cielo's ratings incorporate the
counterparty risks associated with the Brazilian banking system.

Cielo has predictable revenue stream from a diversified base of
affiliated merchants and has consistently reported strong cash
flow generation. In general, players with lower scale of
operations are more reliant on the financial income from the
acquisition of receivables from merchants that could present more
volatility, while Cielo has a diversified revenues stream. Cielo
is also well positioned in terms of research and development in
technology, reducing the risk of obsolete systems and frauds,
while small players have higher technology risk.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Its Rating Case for the Issuer

  - Volume of credit and debit to increase by 5.0% in 2018 and 6%
in 2019;

  - Annual investments of BRL500 million;

  - Lower revenues from point of sale (POS) rental due to higher
competition and foreclosures of retail stores;

  - Acquisition of receivables from merchants between 18% and 19%
of total credit value of transactions;

  - Dividends of 75% of net income.

RATING SENSITIVITIES

Developments That May, Individually or Collectively, Lead to
Positive Rating Action

  - Ratings upgrades are not likely at this time.

Developments That May, Individually or Collectively, Lead to
Negative Rating Action

  - An increase in the volume of credit and debit transactions
with banks rated 'BB-' and below without collateral being pledged
by the card-issuing bank or not guaranteed by Mastercard;

  - Weakening credit profile of the main banks that operate with
Cielo;

  - A significant loss due to fraud and charge-backs;

  - Tougher competition leading to a significant loss of market
share and profitability;

  - Significant changes in regulatory risk;

  - A negative rating action on Brazil's sovereign ratings that
leads to negative rating actions on Banco do Brasil, Bradesco,
Caixa and Itau could result in negative rating action for Cielo.

LIQUIDITY

Strong Liquidity: Cielo's liquidity position is strong and cash
flow generation capacity comfortably covers debt maturities. As of
September 30, 2018, Cielo had cash and marketable securities of
BRL4.3 billion and BRL1.1 billion of short-term debt. About 86% of
total cash is invested in Brazil and 14% abroad. At September 30,
2018, the company had BRL1.1 billion of debt maturing up to the
end of 2019, BRL2.2 billion in 2020 and BRL22 million in 2021. In
2018, Cielo amortized the last instalment of its debentures,
totalling BRL1.6 billion. Fitch expects Cielo to continue to use
operating cash flow generation to reduce total debt in the next
couple of years.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the following ratings:

Cielo S.A.

  - Long-Term Foreign Currency IDR at 'BB+';

  - Long-Term Local Currency IDR at 'BB+';

  - Long Term National Scale at 'AAA(bra)'.

The Rating Outlook for the corporate ratings is Stable.

Cielo USA Inc.

  - USD875 million Senior Unsecured Notes due in 2022 at 'BB+'.
The notes are fully guaranteed by Cielo S.A.


ODEBRECHT ENGENHARIA: Moody's Cuts Corp. Family Rating to 'C'
-------------------------------------------------------------
Moody's America Latina Ltda. downgraded to C.br from Caa2.br the
corporate family rating assigned on its Brazilian National scale
to Odebrecht Engenharia e Construcao S.A. At the same time,
Moody's Investors Service downgraded to C from Caa2 the corporate
family rating assigned on its global scale to OEC.

Ratings downgraded:

Issuer: Odebrecht Engenharia e Construcao S.A. (OEC)

  - Corporate Family Rating (National Scale Rating), Downgraded to
C.br from Caa2.br

Outlook Actions:

Issuer: Odebrecht Engenharia e Construcao S.A. (OEC)

No outlook assigned

RATINGS RATIONALE

The downgrade follows OEC's decision to not make the interest
payment of approximately $12 million related to its $550 million
4.375% senior unsecured notes due 2025 on time. The company
mentioned it will use its 30-day grace period to analyze
alternatives for its short and long term financial position amidst
a challenging market environment for the engineering and
construction industry.

Moody's views the missed payment as a signal that the company
would likely pursue a deeper debt restructuring in the near term,
with severe losses to creditors.  OEC has been burning about $150
million in cash per quarter and as of June 2018 had $456 million
in cash for a total debt amounting to $3.1 billion. Accordingly,
OEC's capital structure is untenable vis-a-vis the company's
current small size in terms of revenues, shrinking backlog and
challenging industry prospects. Also liquidity is tight to service
its debt while meeting its operating requirements.

According to OEC, in the end of the second quarter of 2018 project
backlog was reduced to about $9.8 billion from $12.1 billion in
December 2017. The backlog reductions have been accompanied by
large cash outlays, driven by delays in the collection of
receivables, lower book-to-bill ratio reducing the volume of cash
advances and foreign exchange losses, which jeopardized the
company's liquidity position.

The ratings could be upgraded if the company is able to strengthen
its capital structure, improve its liquidity profile and meet
financial obligations on a timely basis.

OEC one of the largest engineering and construction company in
Latin America, with $2.5 billion in net revenues in the last
twelve months ended June 2018 and had an estimated project backlog
of around $9.8 billion located in Brazil, other Latin American
countries and Africa.

OEC is a subsidiary of Odebrecht S.A., a family-owned investment
holding company for one of the largest non-financial conglomerates
in Brazil that controls Braskem S.A. (Ba1 stable), the largest
chemical company in Latin America, along with other investments in
the oil & gas, energy sectors, toll roads, water sewage
concessions and real estate.

The principal methodology used in this rating was Construction
Industry published in March 2017.


ODEBRECHT FINANCE: Moody's Cuts Sr. Unsec. Notes Rating to C
------------------------------------------------------------
Moody's Investors Service downgraded the foreign currency ratings
assigned to the senior unsecured notes issued by Odebrecht Finance
Ltd. and guaranteed by Odebrecht Engenharia e Construcao S.A. to C
from Caa2. At the same time, Moody's has downgraded the corporate
family rating assigned on its global scale to OEC to C from Caa2.

Ratings downgraded:

Issuer: Odebrecht Engenharia e Construcao S.A. (OEC)

  - Corporate Family Rating, Downgraded to C From Caa2

Issuer: Odebrecht Finance Ltd.

  - Backed Senior Unsecured Regular Bond/Debenture (Foreign
Currency), Downgraded to C From Caa2

Outlook Actions:

Issuer: Odebrecht Engenharia e Construcao S.A. (OEC)

Issuer: Odebrecht Finance Ltd.

No Outlook assigned

RATINGS RATIONALE

The downgrade to C follows OEC's decision to not make the interest
payment of approximately $12 million related to its $550 million
4.375% senior unsecured notes due 2025 on time. The company
mentioned it will use its 30-day grace period to analyze
alternatives for its short and long term financial position amidst
a challenging market environment for the engineering and
construction industry.

Moody's views the missed payment as a signal that the company
would likely pursue a deeper debt restructuring in the near term,
with severe losses to creditors. OEC has been burning about $150
million in cash per quarter and as of June 2018 had $456 million
in cash for a total debt amounting to $3.1 billion. Accordingly,
OEC's capital structure is untenable vis-a-vis the company's
current small size in terms of revenues, shrinking backlog and
challenging industry prospects. Also, liquidity is tight to
service its debt while meeting its operating requirements.

According to OEC, in the end of the second quarter of 2018 project
backlog was reduced to about $9.8 billion from $12.1 billion in
December 2017. The backlog reductions have been accompanied by
large cash outlays, driven by delays in the collection of
receivables, lower book-to-bill ratio reducing the volume of cash
advances and foreign exchange losses, which jeopardized the
company's liquidity position.

The ratings could be upgraded if the company is able to strengthen
its capital structure, improve its liquidity profile and meet
financial obligations on a timely basis.

OEC one of the largest engineering and construction company in
Latin America, with $2.5 billion in net revenues in the last
twelve months ended June 2018 and had an estimated project backlog
of around $9.8 billion located in Brazil, other Latin American
countries and Africa.

OEC is a subsidiary of Odebrecht S.A., a family-owned investment
holding company for one of the largest non-financial conglomerates
in Brazil that controls Braskem S.A. (Ba1 stable), the largest
chemical company in Latin America, along with other investments in
the oil & gas, energy sectors, toll roads, water sewage
concessions and real estate.

The principal methodology used in these ratings was Construction
Industry published in March 2017.


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C H I L E
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* CHILE: Will Join China's Belt and Road Initiative
---------------------------------------------------
Chile is set to join China's mammoth global investment program,
the Belt and Road Initiative, the Chilean foreign minister
disclosed during a business forum in Beijing before confirming the
news to EFE.

Roberto Ampuero said Chile is set to sign a memorandum of
understanding with the Chinese government to advance and develop
the BRI in the context of bilateral relations.

"It is a very important decision, also much anticipated by China,
which was taken by (Chilean) President Sebastan Pinera," Ampuero
told EFE during the inauguration of a "Chilean Week" in China.

The minister said that the BRI was an additional element to
strengthen comprehensive bilateral relations, which opens
tremendous prospects of cooperation, especially in infrastructure.

Ampuero dismissed the doubts expressed by some countries about
joining the BRI -- due to the fear of their interests being
dependent on Beijing -- by saying that Chile thoroughly analyzes
agreements and only signed when it was convinced that the pact was
in the country's interests.

He added that China was Chile's main trade ally and said that
Santiago was interested in strengthening these ties in different
spheres.

"One of the areas where we agree with China is defending
multilateralism and free, open and transparent markets," the
minister said, adding that the BRI will help them work at a better
rhythm and within a broader conceptual framework.

Chile's annual trade with China is worth nearly $35 billion, which
amounts to around 26-27 percent of Chile's total foreign trade.

Trade between the two countries has grown 37 percent this year.


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


UC RUSAL: Appoints New Chief Executive Officer
----------------------------------------------
RJR News reports that Windalco's parent company Russian aluminum
giant UC Rusal has appointed a new chief  executive officer after
reporting a 42 per cent increase in third-quarter recurring net
profit on the previous quarter as sanctions imposed by Washington
were postponed.

UC Rusal named Evgenii Nikitin, who has been acting chief
executive officer since May, as CEO, according to RJR News.

The report notes that Mr. Nikitin previously headed Rusal's
aluminum division.

The U.S. Treasury Department in April blacklisted billionaire Oleg
Deripaska and eight companies in which he is a large shareholder,
including Rusal, citing "malign activities" by Russia, the report
says.

The sanctions have been postponed several times as the United
States considers excluding Rusal from the U.S. blacklist if
Deripaska drops his control over the company, the report
discloses.

The deadline was last extended to December 12, the report adds.

As reported in the Troubled Company Reporter-Latin America on
April 18, 2018, Fitch Ratings revised the Rating Watch on
Russia-based aluminium company United Company Rusal Plc's Long-
Term Issuer Default Rating (IDR) of 'BB-', Short-Term IDR of
'B' as well as Rusal Capital D.A.C.'s senior unsecured rating of
'BB- '/'RR4' to Negative from Evolving. Fitch simultaneously
withdrew all the ratings.



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P E R U
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VOLCAN COMPANIA: Moody's Upgrades CFR to Ba2, Outlook Stable
------------------------------------------------------------
Moody's Investors Service has upgraded to Ba2 from Ba3 the
corporate family rating of Volcan Compania Minera S.A.A. y
Subsidiarias and the rating of its senior unsecured notes due in
February 2022. The outlook is stable.

Rating Actions:

Issuer: Volcan Compania Minera S.A.A. y Subsidiarias

Corporate Family Rating: upgraded to Ba2 from Ba3

Senior unsecured notes due 2022: upgraded to Ba2 from Ba3

RATINGS RATIONALE

The upgrade to Ba2 reflects Volcan's improvements in operating and
liquidity profile over the past few quarters. Accordingly, the
company increased the focus on profitability and cost reduction
while investing in brownfield projects that will allow it to
expand production and ore grades overtime. Besides, Glencore has
become a controlling shareholder in November 2017, with positive
implications to Volcan's strategy, operations, corporate
governance standards and financial policies. Moody's expects that
base metals prices in 2019 will be sustained close to average
levels seen in 2017 and 2018, which, combined with ongoing cost
reductions, will continue to support gradual deleveraging and a
strengthening credit profile.

Volcan's Ba2 ratings incorporate the company's competitive cost
position, its operational diversity in terms of metals produced
and number of mines (12 mines distributed in five operating
units), and its position as a leading producer of zinc, silver and
lead globally.

The ratings continue to be constrained by the company's relative
modest scale (revenues of USD 862 million in the 12 months ending
June 2018) as compared to global peers and earnings volatility as
a result of its exposure to commodity prices. The continued
reliance on short term debt, with cash balances not enough to
cover short term maturities, also constrains Volcan's ratings.

The stable outlook is supported by its view that Volcan will be
able to improve its liquidity by reducing the relative reliance on
short term debt and sustain adequate credit metrics. The stable
outlook also considers that Volcan's growth strategy will focus on
brownfield projects, maintaining its discipline regarding costs,
capex and dividend distribution. The outlook assumes that should
prices retreat, the company will make the necessary adjustments in
its operations and capital spending to maintain its financial
profile.

An upward rating movement would require Volcan to materially
improve its liquidity cushion by reducing short-term debt levels,
maintain its competitive cost position and continue to invest for
growth, achieving higher size and scale, without jeopardizing its
liquidity and credit metrics. An upgrade would also be dependent
on the company maintaining strong cash flow metrics such as (CFO-
Dividends)/debt remains above 30% on a sustained basis.

Ratings could be negatively impacted if profitability and cash
flow from operations weaken. A marked deterioration in the
company's liquidity position could also precipitate a downgrade.
Specifically, if EBIT margin falls below 12%, with negative free
cash flow, ratings could be downgraded. Negative pressure could
also result from increase in debt levels leading to total debt to
EBITDA above 3x on a sustained basis.

The principal methodology used in these ratings was Mining
published in September 2018.

Volcan is a Peruvian mining company with exploration, mining,
concentrating and commercial operations. It primarily produces
zinc and lead concentrate and some copper concentrate, all with
high silver content. The company operates through five operational
complexes with a total of 12 mines, 7 concentrate plants and one
leaching plant for silver oxides production. All of Volcan's
operations are located in Peru (A3 stable) and, for the LTM ended
June 2018, it reported revenues of USD 862 million. Volcan is a
holding company listed in the stock exchanges of Lima and Chile
and in Madrid's Latibex. Since November 2017, Glencore plc (Baa2
positive) has a controlling stake of 55% in class A voting shares,
equivalent to a 23.3% economic interest in Volcan.


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P U E R T O    R I C O
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SEARS HOLDINGS: Weil Serves as Adviser in Chapter 11 Restructuring
------------------------------------------------------------------
Weil is representing Sears Holdings Corporation (Sears Holdings)
and certain of its domestic affiliates (the Company) in their
chapter 11 cases, which were recently commenced in the United
States Bankruptcy Court for the Southern District of New York.
Sears Holdings is the parent company of Sears, Roebuck and Co.,
one of America's most iconic companies.  Sears Holdings currently
operates approximately 687 stores in 49 states, Guam, Puerto Rico
and the U.S. Virgin Islands under the Sears(R) and Kmart(R)
banners, and employs almost 70,000 employees.  Sears Holdings'
balance sheet includes approximately $9 billion of debt.

As part of its chapter 11 filing, Weil advised the Company on its
entry into an emergency $300 million debtor-in-possession credit
facility, and continues to advise the Company on its entry into a
second debtor-in-possession credit facility that would provide the
Company with an additional $300 million of liquidity.  Sears
Holdings hopes to sell its viable stores as a going concern
pursuant to section 363 of the Bankruptcy Code and to complete its
chapter 11 process as efficiently as possible.

The Weil team representing Sears Holdings is led by Business
Finance & Restructuring Department Co-Chair Ray C. Schrock, P.C.,
and partners Jacqueline Marcus, Garrett A. Fail, Sunny Singh and
Ryan Preston Dahl, and counsel Matthew Goren.  The team also
includes U.S. Banking & Finance Head Douglas R. Urquhart; Capital
Markets partner Corey Chivers; Public Company Advisory Group
Co-Head Ellen J. Odoner; Securities Litigation Co-Head Joseph S.
Allerhand and Litigation partners Greg A. Danilow, Paul R.
Genender and Jared R. Friedmann; Mergers & Acquisitions partner
Gavin Westerman and counsel Naomi Munz; Real Estate Co-Head W.
Michael Bond and partner David Herman; Tax partners Stuart
Goldring and Mark Hoenig; and Technology & IP Transactions Head
Michael A. Epstein; Business Finance & Restructuring associates
Jessica Liou, Arkady Goldinstein, Natasha Hwangpo, Paloma Van
Groll, Bryan R. Podzius, Kyle R. Satterfield, Matthew Skrzynski,
Jeri Leigh Miller, Phil DiDonato and Catherine Diktaban; Banking &
Finance associates Sasha Shulzhenko, Steven J. LePorin, Anne-Marie
Christoffersen-Deb, Phong T. Bui and Theodore Batis; Capital
Markets associate Jonathan Goltser; Public Company Advisory Group
associate Kaitlin Descovich; Mergers & Acquisition associates
Ariel Simon, Hayden Guthrie and Kelsey Ann Pfleger; Tax associate
Eric D. Remijan; and Technology & IP Transactions associates
Meggin Bednarczyk and Lauren Springer.

                       About Sears Holdings

Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- began as a mail ordering catalog
company in 1887 and became the world's largest retailer in the
1960s.  At its peak, Sears was present in almost every big mall
across the U.S., and sold everything from toys and auto parts to
mail-order homes.  Sears claims to be is a market leader in the
appliance, tool, lawn and garden, fitness equipment, and
automotive repair and maintenance retail sectors.

Sears and Kmart merged to form Sears Holdings in 2005 when they
had 3,500 US stores between them.  Kmart emerged in 2005 from its
own bankruptcy.

Unable to keep up with online stores and other brick-and-mortar
retailers, a long series of store closings has left it with 687
retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin
Islands as of mid-October 2018.  The Company employs 68,000
individuals, of whom 32,000 are full-time employees.

As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total
assets, $11.33 billion in total liabilities and a total deficit of
$4.40 billion.

Unable to cover a $134 million debt payment due Oct. 15, 2018,
Sears Holdings Corporation and 49 subsidiaries sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15,
2018.

The Hon. Robert D. Drain is the case judge.

Weil, Gotshal & Manges LLP is serving as legal counsel, M-III
Partners is serving as restructuring advisor and Lazard Freres &
Co. LLC is serving as investment banker to Holdings.  DLA Piper
LLP is the real estate advisor.  Prime Clerk is the claims and
noticing agent.


SEARS HOLDINGS: Seeks Court Approval of Stalking Horse Agreement
----------------------------------------------------------------
Sears Holdings Corporation on Nov. 3, 2018, disclosed that it has
sought court approval of a "stalking horse" asset purchase
agreement with Service.com to acquire the Sears Home Improvement
business ("SHIP") in a sale process under Section 363 of the U.S.
Bankruptcy Code.  SHIP, which is based in Longwood, Florida, is a
unit of the Sears Home Services division.

"The sale of SHIP is an important step for Sears Holdings as we
continue working to achieve a comprehensive restructuring," said
Robert A. Riecker, Chief Financial Officer and member of the
Office of the Chief Executive.  "We look forward to completing
this process expeditiously so that we can maximize the value of
SHIP and ensure a seamless transition for all of our
stakeholders."

"Service.com is excited about the possibility of combining with
SHIP," said Sandy Kronenberg, Chief Executive Officer of
Service.com.  "This would not have been feasible without the
support of Peter Karmanos' MadDog Ventures."

The transaction was approved by the Company's Restructuring
Committee, which consists solely of independent directors.  Under
the agreement, which is subject to higher or better offers,
Service.com intends to purchase SHIP for approximately $60 million
in cash.  Holdings intends to implement bid procedures to allow
other qualified bidders the opportunity to submit competing bids
through a court-supervised sale process.  Interested bidders are
encouraged to contact Lazard Frares & Co. LLC. The Company
requested that the Court consider the proposed bid procedures on
November 15 at 10:00 a.m. ET.

The auction process and final agreement will be subject to the
approval of the Court.  In addition, completion of the transaction
remains subject to customary closing conditions and regulatory
approvals.  Holdings anticipates that a sale will be completed by
early January 2019.

As previously announced, on October 15, 2018, Holdings and certain
of its subsidiaries filed voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for
the Southern District of New York.

Additional information is available on the Company's restructuring
website at restructuring.searsholdings.com.  For Court filings and
other documents related to the court-supervised process, please
visit http://restructuring.primeclerk.com/sears,call (844)
384-4460 (for toll-free domestic calls) and +1 (929) 955-2419 (for
tolled international calls), or email searsinfo@primeclerk.com.

Advisors

Weil, Gotshal & Manges LLP is serving as legal counsel, M-III
Partners is serving as restructuring advisor and Lazard Frares &
Co. LLC is serving as investment banker to Holdings.

Sidley Austin LLP is serving as legal counsel and FINNEA Group LLC
is serving as financial advisor to Service.com.

                       About Sears Holdings

Sears Holdings Corporation (NASDAQ: SHLD) (otc pink:SHLDQ) --
http://www.searsholdings.com/-- began as a mail ordering catalog
company in 1887 and became the world's largest retailer in the
1960s.  At its peak, Sears was present in almost every big mall
across the U.S., and sold everything from toys and auto parts to
mail-order homes.  Sears claims to be is a market leader in the
appliance, tool, lawn and garden, fitness equipment, and
automotive repair and maintenance retail sectors.

Sears and Kmart merged to form Sears Holdings in 2005 when they
had 3,500 US stores between them.  Kmart emerged in 2005 from its
own bankruptcy.

Unable to keep up with online stores and other brick-and-mortar
retailers, a long series of store closings has left it with 687
retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin
Islands as of mid-October 2018.  The Company employs 68,000
individuals, of whom 32,000 are full-time employees.

As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total
assets, $11.33 billion in total liabilities and a total deficit of
$4.40 billion.

Unable to cover a $134 million debt payment due Oct. 15, 2018,
Sears Holdings Corporation and 49 subsidiaries sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15,
2018.

The Hon. Robert D. Drain is the case judge.

Weil, Gotshal & Manges LLP is serving as legal counsel, M-III
Partners is serving as restructuring advisor and Lazard Freres &
Co. LLC is serving as investment banker to Holdings.  DLA Piper
LLP is the real estate advisor.  Prime Clerk is the claims and
noticing agent.


SEARS HOLDINGS: Taps Lazard Freres as Investment Banker
-------------------------------------------------------
Sears Holdings Corporation and its debtor affiliates seek
authority from the United States Bankruptcy Court for the Southern
District of New York (White Plains) to hire Lazard Freres & Co.
LLC as investment banker.

Investment banking services Lazard will render are:

     (a) review and analyze the Debtors' assets, liabilities,
business operations, financial statements, liquidity, financial
condition, business plans, forecasts and financial projections;

     (b) evaluating the Debtors' potential debt capacity in light
of its projected cash flows;

     (c) provide advice and assistance in analyzing and
sensitizing the Debtors' financial projections based on
alternative scenarios;

     (d) evaluate options relating to a Restructuring and/or other
strategic alternatives for the Debtors;

     (e) assist in the determination of a capital structure for
the Debtors';

     (f) assist in the determination of a range of values for the
Company on a going concern basis;

     (g) advise and assist the Debtors' on negotiating with the
Stakeholders, including advising on tactics and strategies;

     (h) render financial advice to the Company and participating
in meetings or negotiations with the Stakeholders and/or rating
agencies or other appropriate parties in connection with any
Restructuring;

     (i) advise the Company on the timing, nature, and terms of
new securities, indebtedness or other consideration or other
inducements to be offered pursuant to any Restructuring;

     (j) advise and assist the Debtors in evaluating any potential
Financing by the Company, and, subject to Lazard's agreement to so
act and, if requested by Lazard, to execution of appropriate
agreements, on behalf of the Company, contacting potential sources
of capital as the Company may designate and assisting the Company
in implementing such Financing;

     (k) subject to Lazard's agreement so to act, assist the
Debtors in identifying and evaluating candidates for any potential
Sale Transaction, advising the Company in connection with
negotiations and aiding in the consummation of any Sale
Transaction;

     (l) assist the Company in preparing documentation within its
area of expertise that is required with any Restructuring, and, if
requested by the Company, any Financing, or Sale Transaction; for
the avoidance of doubt, a Sale Transaction includes the process of
identifying and evaluating candidates for any potential Sale
Transaction, advising the Company in connection with negotiations
and aiding in the consummation of any Sale Transaction;

     (m) attend meetings of the Board of Directors of the Company
to discuss matters on which Lazard has been engaged to advise
under
the Engagement Letter;

     (n) prepare valuation analysis, if necessary, in connection
with any Restructuring, and, if requested by the Company, any
Financing or Sale Transaction (for which Lazard agreed to so act);

     (o) assist the Board of Directors of Sears Holdings
Corporation in connection with the evaluation of any
Restructuring,
Financing or Sale Transaction;

     (p) provide testimony, as necessary, with respect to matters
on which Lazard has been engaged to advise under the Engagement
Letter in any proceeding before the Court; and

     (q) provide the Company with other financial restructuring
advice or services as may from time to time be reasonably
requested by the Company in connection with the foregoing.

Lazard will be paid the following fees:

     (a) A monthly fee of $200,000 payable on October 15, 2018 and
the fifteenth day of each month thereafter until the termination
of Lazard's engagement. Fifty percent (50%) of all Monthly Fees
paid beginning with the Monthly Fee earned on May 15, 2019 shall
be credited once (without duplication) against any Restructuring
Fee, Sale Transaction Fee or Financing Fee subsequently payable;
provided, however, such credit shall be reduced to the extent such
Restructuring Fee, Sale Transaction Fee or Financing Fee is not
approved in full by the Court.

     (b) A fee, payable upon the consummation of a Restructuring,
equal to 55.0 basis points (0.55%) of the principal amount of the
Existing Obligations involved in such Restructuring (Restructuring
Fee); provided, however, that the portion of any Existing
Obligations owned by members of the Board of Directors of the
Company or their controlled affiliates (including ESL) or either
or both of the Company's pensions plans shall not be included when
calculating the Restructuring Fee payable.

     (c) A fee, payable upon the consummation of a Financing,
equal to 55.0 basis points (0.55%) of the aggregate principal
amount of new securities, instruments or obligations of the
Company (including the committed amount of any new committed
revolving credit facilities) incurred in such Financing (Financing
Fee); provided, however, that the portion of any such amount
funded or committed by members of the Board of Directors of the
Company or their controlled affiliates (including ESL) or either
or both of the Company's pension plans shall not be included when
calculating the Financing Fee payable; provided further that
neither the consensual use of cash collateral not the consummation
of a roll-up or roll-over portion of any credit facility shall in
and of itself give rise to any Financing Fee; provided, further,
that for any proposed "debtor-in-possession" Financing, the
Financing Fee shall be earned and shall be payable upon execution
of a definitive agreement with respect to the Financing.

     (d) A fee, payable upon consummation of a Sale Transaction,
equal to 55.0 basis points (.55%) of the Aggregate Consideration
(as defined on Schedule 2 to the Engagement Letter) paid in such
Sale Transaction (Sale Transaction Fee);

     (e) In addition to any fees that may be payable to Lazard,
and regardless of whether any transaction occurs, the Debtors
shall promptly reimburse Lazard for all reasonable and reasonably
documented or itemized expenses incurred by Lazard (including
travel and lodging, data-processing and communications charges,
courier services, and other expenditures) and the reasonable and
documented fees and expenses of a single primary legal counsel, if
any, retained by Lazard; provided that Lazard shall not be
reimbursed for out-of-pocket expenses incurred in excess of
$50,000 in the aggregate absent express prior written consent of
the Debtors, which consent shall not be unreasonably withheld. For
the avoidance of any doubt, the expense limitations set forth in
this subparagraph shall not apply to the Indemnification Letter.

Brandon Aebersold, managing director of Lazard, disclosed in a
court filing that the firm is "disinterested" as defined in
Section 101(14) of the Bankruptcy Code.

The firm can be reached through:

         Brandon Aebersold
         LAZARD FRERES & CO. LLC
         30 Rockefeller Plaza
         New York, NY 10020
         Phone: +1 212-632-6000

                      About Sears Holdings

Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- began as a mail ordering catalog
company in 1887 and became the world's largest retailer in the
1960s.  At its peak, Sears was present in almost every big mall
across the U.S., and sold everything from toys and auto parts to
mail-order homes.  Sears claims to be is a market leader in the
appliance, tool, lawn and garden, fitness equipment, and
automotive repair and maintenance retail sectors.

Sears and Kmart merged to form Sears Holdings in 2005 when they
had 3,500 US stores between them.  Kmart emerged in 2005 from its
own bankruptcy.

Unable to keep up with online stores and other brick-and-mortar
retailers, a long series of store closings has left it with 687
retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin
Islands as of mid-October 2018.  The Company employs 68,000
individuals, of whom 32,000 are full-time employees.

As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total
assets, $11.33 billion in total liabilities and a total deficit of
$4.40 billion.

Unable to cover a $134 million debt payment due Oct. 15, 2018,
Sears Holdings Corporation and 49 subsidiaries sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15,
2018.

The Hon. Robert D. Drain is the case judge.

Weil, Gotshal & Manges LLP is serving as legal counsel, M-III
Partners is serving as restructuring advisor and Lazard Freres &
Co. LLC is serving as investment banker to Holdings.  DLA Piper
LLP is the real estate advisor.  Prime Clerk is the claims and
noticing agent.


SEARS HOLDINGS: Taps Weil Gotshal & Manges as Legal Counsel
-----------------------------------------------------------
Sears Holdings Corporation and its debtor affiliates seek
authority from the United States Bankruptcy Court for the Southern
District of New York (White Plains) to hire Weil, Gotshal & Manges
LLP as attorneys.

Sears requires Weil Gotshal to:

     a. take all necessary actions to protect and preserve the
Debtors' estates, including the prosecution of actions on the
Debtors' behalf, the defense of any actions commenced against the
Debtors, the negotiation of disputes in which the Debtors are
involved and the preparation of objections to claims filed against
the Debtors'
estates;

     b. prepare on behalf of the Debtors, as debtors in
possession, all necessary motions, applications, answers, orders,
reports and other papers in connection with the administration of
the Debtors' estates;

     c. take all necessary actions in connection with any chapter
11 plan and related disclosure statement and all related
documents, and such further actions as may be required in
connection with the administration of the Debtors' estates;

     d. take all necessary actions to protect and preserve the
value of the Debtors' estates, including advising with respect to
the Debtors' non-debtor subsidiaries and all related matters; and

     e. perform all other reasonable or necessary legal services
in
connection with the prosecution of these chapter 11 cases.

In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Schrock disclosed that his firm has not agreed to any variations
from, or alternatives to, its standard or customary billing
arrangements; and that no Weil professional varied his rate based
on the geographic location of the cases.

Weil Gotshal will be paid at these hourly rates:

     Members & Counsel         $1,075 to $1,600
     Associates                  $560 to $995
     Paraprofessionals           $240 to $420

Weil Gotshal will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Ray Schrock, Esq., a  Weil, Gotshal & Manges LLP, 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:

     Ray C. Schrock, P.C.
     Matthew S. Barr, Esq.
     Sunny Singh, Esq.
     WEIL, GOTSHAL & MANGES LLP
     767 Fifth Avenue
     New York, New York 10153
     Tel: (212) 310-8000
     Fax: (212) 310-8007
     E-mail: sunny.singh@weil.com
     E-mail: ray.schrock@weil.com

                     About Sears Holdings

Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- began as a mail ordering catalog
company in 1887 and became the world's largest retailer in the
1960s.  At its peak, Sears was present in almost every big mall
across the U.S., and sold everything from toys and auto parts to
mail-order homes.  Sears claims to be is a market leader in the
appliance, tool, lawn and garden, fitness equipment, and
automotive repair and maintenance retail sectors.

Sears and Kmart merged to form Sears Holdings in 2005 when they
had 3,500 US stores between them.  Kmart emerged in 2005 from its
own bankruptcy.

Unable to keep up with online stores and other brick-and-mortar
retailers, a long series of store closings has left it with 687
retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin
Islands as of mid-October 2018.  The Company employs 68,000
individuals, of whom 32,000 are full-time employees.

As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total
assets, $11.33 billion in total liabilities and a total deficit of
$4.40 billion.

Unable to cover a $134 million debt payment due Oct. 15, 2018,
Sears Holdings Corporation and 49 subsidiaries sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15,
2018.

The Hon. Robert D. Drain is the case judge.

Weil, Gotshal & Manges LLP is serving as legal counsel, M-III
Partners is serving as restructuring advisor and Lazard Freres &
Co. LLC is serving as investment banker to Holdings.  DLA Piper
LLP is the real estate advisor.  Prime Clerk is the claims and
noticing agent.


===============
S T.  L U C I A
===============


SANDALS RESORTS: Suspends Construction On Fourth Hotel
------------------------------------------------------
RJR News reports that Sandals Resorts International has suspended
construction on what was to be its fourth hotel in St Lucia.

This is pending the outcome of court action taken by The Landings
Resort, according to RJR News.

The Landings obtained an injunction to settle a dispute with
Sandals resorts over a small portion of land that St. Lucia's
Tourism Minister Dominic Fedee said may have to do with the
encroachment of a drain, the report notes.

Legal action was taken shortly after Sandals Resorts broke ground
on the Pigeon Island site in May, the report says.

Because of delays caused by having to address this legal action,
Sandals said it decided to end the employment of its 37-member
Projects Management Team and sub-contractors who were already
engaged on the site, the report adds.


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


VENEZUELA: Wants $550M Worth of Gold Back From the Bank of England
------------------------------------------------------------------
Business Insider reports that the deepening economic crisis in
Venezuela means the government really wants to repatriate its gold
reserves, worth more than $500 million.

Reuters reported that Venezuelan authorities had approached the
Bank of England about getting back approximately 15 tons of gold
bullion held in the bank's vaults, according to Business Insider.
It's common for emerging-market governments to store gold within
the central banks of more developed economies, the report relays.

Citing two sources with direct knowledge of the operation, Reuters
said that the plans related to recently announced sanctions by the
US aimed at disrupting the South American country's gold exports,
the report notes.

President Donald Trump signed an executive order to bar US persons
from dealing with entities and people involved with "corrupt or
deceptive" gold sales from Venezuela, the report adds.

As reported in the Troubled Company Reporter-Latin America on
June 1, 2018, S&P Global Ratings, in May 2018, removed its
long- and short-term local currency sovereign credit ratings on
Venezuela from CreditWatch with negative implications and affirmed
them at 'CCC- /C'. The outlook on the long-term local currency
rating is negative. At the same time, S&P affirmed its 'SD/D'
long- and short-term foreign currency sovereign credit ratings on
Venezuela. S&P's transfer and convertibility assessment remains at
'CC'.


=================
X X X X X X X X X
=================


LATAM: Turns to Sustainable Ranching in Face of Climate Change
--------------------------------------------------------------
Alianza News reports that reducing greenhouse gas emissions and
halting deforestation are the principal goals being pursued with
sustainable livestock production in Latin America -- that was the
takeaway from a meeting held in Asuncion.

In the UN-organized forum "Sustainable Livestock and Forests,"
officials, ranchers and representatives of NGOs from 11 Latin
American countries, including Argentina and Brazil, discussed the
importance of ranching in a way that respects the environment,
according to Alianza News.

Linda Maguire, the UN resident coordinator in Paraguay, said that
achieving these goals must be based on talks among the different
sectors involved, given that in this field there is "no good way
or bad way," but rather solutions must be reached by consensus,
the report notes.

The report relays that Ms. Maguire said one of the subjects
discussed was how to deal with the growing global demand for food
supplies without damaging the environment, since that will put
"greater pressure on developing countries." She advocated "making
livestock production more efficient without using more land."

The protection of woodlands was the central theme of the
discussions, given that the extensive use of land for grazing
means more deforestation, which in turn increases the negative
effects of climate change, the report says.

The Paraguayan minister of Environment and Sustainable
Development, Ariel Oviedo, told EFE that, at a local level, the
government's goal is to work jointly with organizations and
livestock producers so they become the ones who protect the
forests.

Mr. Oviedo noted that recently "some ranchers in Alto Paraguay
province have taken on the ambitious goal of preserving 50
percent" of the woodlands on their properties, the report notes.

He said the licenses issued by the Paraguayan government to the
sector obliges landowners to keep unspoiled at least 25 percent of
their forests, the report adds.


                            ***********


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 * * *