TCRLA_Public/181127.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, November 27, 2018, Vol. 19, No. 235


                            Headlines



B R A Z I L

JANAUBA TRANSMISSORA: Moody's Rates 1st Issuance of Debentures Ba1
S/A USINA: Moody's Cuts CFR to Caa1; Alters Outlook to Neg.


D O M I N I C A N   R E P U B L I C

DOMINICAN REPUBLIC: Wants Only Sustainable Larimar & Ambar Mining
DOMINICAN REPUBLIC: Natural Gas' Pluses Reach Bavaro, Punta Cana
DOMINICAN REPUBLIC: 2018 Budget to Reach US$16.6B With Bonds


M E X I C O

MEXICO: Power Firms Hope to Work With Mexico's Incoming President


P U E R T O    R I C O

LAS AMERICAS 74-75: Unsecureds to Get 100% Lump Sum Payment
SEARS HOLDINGS: Committee Seeks Probe on Insider Transactions
SEARS HOLDINGS: Proposes Off-The-Shelf Bidding Procedures
SEARS HOLDINGS: Seeks to Sell Home Improvement Business
TOYS R US: Propco I Debtors File Reorganization Plan


V E N E Z U E L A

PETROLEOS DE VENEZUELA: Resumes Work at Jose Oil Port's Dock
VENEZUELA: Settles $1.2 Billion Creditor Claim to Protect Citgo


                            - - - - -


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


JANAUBA TRANSMISSORA: Moody's Rates 1st Issuance of Debentures Ba1
------------------------------------------------------------------
Moody's America Latina assigned Ba1 and Aaa.br global and national
scale ratings, respectively, to the BRL224.0 million backed senior
unsecured first issuance of debentures of Janauba Transmissora de
Energia Eletrica S.A., with final maturity in 2033. The full and
timely payment of the debentures is unconditionally and
irrevocably guaranteed by its parent company Transmissora Alianca
de Energia Eletrica S.A. (TAESA, Ba1/Aaa.br stable). The outlook
is stable.

RATINGS RATIONALE

The assigned ratings reflect the unconditional and irrevocable
guarantee provided by TAESA on the full and timely payment of
scheduled principal and interest on the debentures. According to
the debentures indenture, in which TAESA is a party as guarantor,
the guarantee is to be honored within two business days from the
notice provided by the fiduciary agent of non-payment of scheduled
principal and interest. The two-business day threshold is the same
as the delay cure period for automatic acceleration upon non-
payment of scheduled principal or interest. Based on the terms of
the guarantee, the debentures and the debt at TAESA cross-default.

The credit view further reflects the very initial stage of
construction of the project. Certain environmental licenses and
permits remain under analysis by regulatory authorities and right-
of-way processes are ongoing. As of the October 2018, the project
had achieved physical completion of 6.23%. The construction
schedule remains robust, with ultimate commercial operations date
required for February 2022. The construction consortium includes
several firms and suppliers of significant expertise, and includes
subsidiaries of Elecnor S.A., ABB Ltd. (A2 stable), and Siemens
Aktiengesellschaft (A1 stable).

Once in operations, the project is expected to generate annual
revenues in the order of BRL220 million and EBITDA of more than
BRL200 million. Debt service coverage ratios (DSCRs) on principal
and interest on the debentures and on the loan provided by Banco
do Nordeste do Brasil S.A. (BNB, Ba2 stable) are expected to be
very strong, above 1.70x.

The ratings could be upgraded or downgraded upon a similar
movement on the ratings of TAESA.

The principal methodology used in this rating was Rating
Transactions Based on the Credit Substitution Approach: Letter of
Credit-backed, Insured and Guaranteed Debts published in May 2017.

Januaba is a special purpose vehicle fully owned by TAESA which
was created solely for the construction and subsequently the
operation and maintenance of (i) the Pirapora 2 -- Januaba 3 500
kV 238 km transmission line; (ii) the Bom Jesus da Lapa II --
Janauba 3 500 kV 304 km transmission line; and (iii) the Janauba 3
500 kV substation. The project is also responsible for additional
construction works on the Pirapora 2 and Bom Jesus da Lapa II
substations in order to accommodate for the new transmission
lines. The total investment, including soft costs, is estimated by
the company as approximately BRL1.1 billion. Financing sources
include the debentures (20%), the BNB loan (61%), equity injection
by TAESA (15%) and financial revenues accrued during construction
phase (4%). The project spans through the Brazilian states of
Minas Gerais and Bahia.

Taesa is a power transmission company operating and maintaining
around 12,135 km of high voltage (230 to 525kV) transmission lines
through 35 concessions with an average life of 30-years. The
company directly controls 10 concessions, and operates the
remaining 25 concessions through equity participations in the
companies TBE (through a 49.9% equity participation -- company
holds 15 concessions), Brasnorte (39%), Etau (53%), Ate III (100%)
and Sao Gotardo (100%); as well as in 8 other concessions still in
construction phase, including the recent acquisition of Lot M
(EDTE).


S/A USINA: Moody's Cuts CFR to Caa1; Alters Outlook to Neg.
-----------------------------------------------------------
Moody's Investors Service has downgraded and converted S/A Usina
Coruripe Acucar e Alcool provisional (P)B2 Corporate Family Rating
into a definitive Caa1 Corporate Family Rating. The outlook
changed to negative from stable.

The original provisional ratings were contingent upon the
successful issuance of USD 350 million in notes to repay existing
refinancing agreements, which would substantially improve the
company's debt amortization schedule and liquidity profile.

RATINGS RATIONALE

Usina Coruripe's Caa1 ratings are mainly constrained by a tight
amortization schedule and high refinancing risk. As of September
2018, The company had BRL 215.5 million in cash and BRL 384.7
million in readily marketable inventories compared to BRL 250.2
million in debt amortizations until the end of the 2018/2019
harvest (March 2019). For the next two harvests the company has
another BRL 1.6 billion due, including working capital lines.
Usina Coruripe will likely breach the Net Debt/(EBITDA-Capex)
covenants on debt instruments that were refinanced in 2016, as a
consequence of higher than expected debt levels and higher capex.
Accordingly, the company has been negotiating a waiver with
creditors for 2018/2019 to avoid a possible acceleration of its
debt.

Usina Coruripe's ratings also incorporate its scale as one of the
10 largest sugar-ethanol groups in Brazil with a crushing capacity
of 14.4 million tons of sugarcane and high capacity utilization of
around 96% - 99%. The ratings also reflect its cluster
organization with ample access to sugarcane and logistic
infrastructure and its geographic diversification that provides
some protection against weather and other localized event risks,
while allowing for a more stable production throughout the year,
because of different harvest periods. The Caa1 rating considers
that a majority of the company's debt is secured by real assets.
Historic high capacity utilization and low land lease costs are
among the elements that contribute for Usina Coruripe's 11.9
USDcts/lb cash cost, lower than the country's average of 15
USDcts/lb.

In 2018/2019 Moody's expects crushing to reduce to about 13.2
million tons from 13.9 in the previous harvest because of less
cane availability due to drier than usual weather. Also, lower
prices of sugar will contribute to a drop in revenues. At the same
time, ethanol prices have been supportive and sucrose content in
the sugarcane will partly mitigate the decline in top line.
Moody's expects Usina Coruripe's sugar production to drop 10% and
ethanol production to increase 3% in the 2018/2019 harvest with
net sales from sugar dropping 27% to BRL 986.6 million and ethanol
sales advancing 19% to BRL 983.3 million.

Usina Coruripe's overall credit metrics will remain strong for its
rating category, with the Moody's estimated gross leverage of
around 3.2x and CFO/Net Debt of 21.6% for the 2018/2019 harvest.
On the other hand, the company's liquidity will remain weak: for
the 2018/2019 harvest Moody's projects an EBITDA of BRL 801
million, interest expenses of BRL 274 million and capex of BRL 557
million, meaning that Coruripe will need to continue refinancing
its upcoming debt even with a waiver from creditors to breach
covenants in the current harvest. Going forward capex should be
closer to BRL 500 million, since the capex for the current harvest
includes some carry-over investments from 2017/2018 and
investments in capacity to crush sugarcane already being grown at
Campo Florido.

The expectation of a global sugar production surplus led to a
contraction in future sugar prices which have come down from over
20 USDcts/lb in February 2017 to as low as 9.9 USDcts/lb in
September 2018. The low price environment coupled with volatility,
which is a perennial source of risk, requires reinforced prudence
in terms of capital structure, strong liquidity and financial
flexibility. Fixing prices has been increasingly more challenging
for the 2018/2019 harvest as the futures curve reduced to
13.3USDcts/lb for March 2019 and to 14.2 USDcts/lb for March 2020.
Usina Coruripe hedged at 13.58 USDcts/lb approximately 95% of its
2018/2019 expected sugar sales. Market ethanol prices should
remain supportive at around BRL 1.88 per 1,000 m3 because of a
sustained domestic demand from the light vehicle fleet and
recuperating auto sales, while Usina Coruripe average selling
price should arrive at BRL 2.00 per 1,000 m3, also influenced by
inventory management. In terms of energy exports Moody's expects
volumes to remain above 400,000 MWh per harvest including S.A.
Usina Coruripe Acucar e Alcool and Coruripe Energetica S.A. which
generated revenues of BRL 45.9 million and BRL 27.1 million,
respectively, in 2017/2018.

The negative outlook incorporates its view that Usina Coruripe
faces a high refinancing risk with the imminent breach of
covenants and tight amortization schedule.

An upgrade would require a considerable improvement in liquidity
with cash consistently covering short-term debt during the harvest
even in a low price environment. Quantitatively EBITA/Interest
Expense would need to be sustained above 1.0x, while Debt/EBITDA
maintained below 5.5x and CFO/Net Debt above 10%.

A downgrade could happen if Usina Coruripe is not able to obtain a
waiver from creditors on currently existing debt. Also, further
deterioration in liquidity and inability to refinance upcoming
maturities would likely trigger additional negative actions.

Founded in 1925 and headquartered in Coruripe, State of Alagoas,
Usina Coruripe is a sugar and ethanol producer and electricity
cogenerator with five crushing units, one in the State of Alagoas
and other four in the State of Minas Gerais. In the 2017/2018
harvest, the company generated BRL 2.2 billion in net revenues.
The company currently has the largest plant in the Northeast
region of Brazil with 3,000 ton capacity.

The principal methodology used in this rating was Global Protein
and Agriculture Industry published in June 2017.


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


DOMINICAN REPUBLIC: Wants Only Sustainable Larimar & Ambar Mining
-----------------------------------------------------------------
Dominican Today reports that Energy and Mines minister Antonio Isa
Conde promised to promote environment -- friendly, social and
economic -- sustainable larimar and ambar mining, to create a
value chain to benefit extractors, artisans and communities.

Marking the first National Larimar Day, Isa said the extraction of
pectolite "has to be a productive activity able to sustain itself,
to take the necessary decisions to protect the environment for the
benefit of the producers themselves and the generations that will
succeed them," according to the report.

The official urged everyone involved in the larimar production
chain to assume a commitment so that the wealth generated will be
transformed into community development, the report says.

"We cannot pretend to promote this activity on the basis of a
paternalistic vision of the State, thinking that the State is the
one which is obliged to solve everything and the producers remain
as merely passive entities or recipients of state aid," he said,
the report adds.

As reported in the Troubled Company Reporter-Latin America on
Sept. 24, 2018, Fitch Ratings affirmed Dominican Republic's
Long-Term, Foreign-Currency Issuer Default Rating (IDR) at 'BB-'
with a Stable Outlook.


DOMINICAN REPUBLIC: Natural Gas' Pluses Reach Bavaro, Punta Cana
----------------------------------------------------------------
Dominican Today reports that the companies AES Dominicana and the
Punta Cana Macao Energy Consortium (CEPM) disclosed an agreement,
through which AES will supply annually around 3.6 TBTUs for the
operation of a new 51 MW power plant in base operation and 22 MW
for generation in peak demand.

The supply of clean fuel will be done through a multi-year
contract signed by the parties and will officially start in
January 2019, according to Dominican Today.  The supply of LNG
will be provided by Total, through the agreement that said company
maintains with AES Dominicana to design supply solutions with gas
to customers in the local and regional market, the report notes.

The president of AES Dominicana, Edwin De los Santos, explained
that in November the first deliveries of LNG will be made that
will serve for the testing process, the report relays.  CEPM,
through the most important regasification satellite plant in the
region, will benefit the eastern part of the country, especially
the tourism sector, with cleaner electricity generation, which
contributes to the promotion of a more sustainable destination,
adds the report.

For his part, Roberto Herrera, Executive Director of CEPM stressed
the commitment of the company with continuous improvements to
increase efficiency, diversifying the generation matrix with
greater use of natural gas, one of the most environmentally
friendly fuels, the report discloses.

"We are very proud to support the energy growth and economic
development in this important tourist destination of the country
with one of the most environmentally friendly fuel and we
congratulate CEPM for having chosen AES as a reliable and
competitive supplier," he said, the report adds.

As reported in the Troubled Company Reporter-Latin America on
Sept. 24, 2018, Fitch Ratings affirmed Dominican Republic's
Long-Term, Foreign-Currency Issuer Default Rating (IDR) at 'BB-'
with a Stable Outlook.


DOMINICAN REPUBLIC: 2018 Budget to Reach US$16.6B With Bonds
------------------------------------------------------------
Dominican Today reports that the Executive Branch submitted to
Congress a supplementary RD$7.6 billion for the 2018 Budget of
RD$24.96 billion, which includes bonds or bank credit in the local
market, on the need to totally finance the electricity sector's
expenditure, which has been impacted by rising oil prices.

The piece authorizes the Finance Ministry to seek that financing,
according to Dominican Today.

For this year the electricity sector requires US$416.0 million
(RD$20.0 billion), as a result of the rising oil prices, said
Budget director Luis Reyes, quoted by Listin Diario, the report
notes.  He stressed the Government's effort to meet the
electricity sector's needs, the report relays.

He said the amount to be sought as financing is just one third of
the needs, since 65% to 66% will be covered with the budget
reallocation of RD$14.7 billion from transfers from one
institution to another for RD$12.7 billion and the remaining
RD$2.0 billion of income from the Electricity Transmission Utility
(ETED); and the Hydroelectric Generation Utility (EGEHID), the
report adds.

As reported in the Troubled Company Reporter-Latin America on
Sept. 24, 2018, Fitch Ratings affirmed Dominican Republic's
Long-Term, Foreign-Currency Issuer Default Rating (IDR) at 'BB-'
with a Stable Outlook.



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


MEXICO: Power Firms Hope to Work With Mexico's Incoming President
-----------------------------------------------------------------
EFE News reports that aware of their importance for the country's
development, electric utilities are calm about the inauguration of
Andres Manuel Lopez Obrador as Mexico's president but know that
they must remain "flexible" vis-a-vis the incoming administration.

"We companies have to be flexible in using the channels
established by the government, which is the one who legislates and
establishes energy policy.  And we mustn't hurry," the president
of the Mexican Energy Association (AME) and general director of
Iberdrola Mexico, Enrique Alba, said in an interview with EFE
News.


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


LAS AMERICAS 74-75: Unsecureds to Get 100% Lump Sum Payment
-----------------------------------------------------------
Las Americas 74-75, Inc. filed with the District of Puerto Rico a
second amended plan of reorganization to incorporate the terms and
condition of the amended agreement which constitutes its global
agreement with ALD Acquisition, LLC, and related party El Piex
Puertoriqueo, Inc.

Under the Plan, the total amount owed to general unsecured
creditors, other than owed by the Debtor to governmental units, is
$9,422.00 and will be paid in full without interest in a lump sum
within two years from effective date. The same terms will apply to
payments for the unsecured portion of the allowed claims of
governmental units which amounts to $25,759.00.

A full-text copy of the Second Amended Plan of Reorganization is
available at:

      http://bankrupt.com/misc/prb15-01527-318.pdf

The Debtor is represented by:

     Carmen D. Conde Torres, Esq.
     C. CONDE & ASSOC.
     San Jose St. #254, 5th Floor
     San Juan, P.R. 00901-1253
     Tel: (787) 729-2900
     Fax: (787) 729-2203
     Email: condecarmen@microjuris.com

                  About Las Americas 74-75

Las Americas 74-75, Inc., was incorporated in 2004 by Porfirio
Guzman and Maria M. Benitez, and is the owner of certain real
estate property located at the Hato Rey Ward, in San Juan, Puerto
Rico, right next to the reorganized area of Plaza Las Americas.
Las Americas 74-75, Inc., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D.P.R., Case No. 15-01527) on March 2,
2015.

The petition was signed by Omar Guzman Benitez, vice president.
The case is assigned to Judge Edward Godoy.

Las Americas 74-75 tapped Carmen Conde Torres, Esq., at C. Conde &
Associates, in San Juan, Puerto Rico, as counsel; and Albert
Tamarez Vasquez as accountant.

Las Americas disclosed total assets estimated at $21.2 million and
total debt estimated at $18.7 million.

No official committee of unsecured creditors has been appointed in
the case.


SEARS HOLDINGS: Committee Seeks Probe on Insider Transactions
-------------------------------------------------------------
BankruptcyData.com reported that Sears Holdings Corp.'s Official
Committee of Unsecured Creditors requested Court approval to
conduct an examination of, and seek discovery and investigation
from, the Debtors, their advisors and controlling shareholders,
and other third parties on certain "insider problematic
transactions" by and between the Debtors and ESL Investments,
Inc., Seritage Growth Properties, Fairholm Capital Management &
certain other smaller entities.  The Debtors also seeks to take
discovery on ESL's Chairman and CEO.

BankruptcyData related the motion noted, "Based on its limited
investigation in the short time since its formation, the Committee
is convinced that there exist potential estate claims and causes
of action (collectively 'Claims') arising from the Debtors'
various attempts to finance the Company's operations, often
involving related-party transactions with controlling shareholders
ESL and Lampert. Some of these transactions also involved
Fairholme Capital Management LLC (along with its affiliates,
"Fairholme"), another significant stockholder of the Company, and
other third parties.  The circumstances surrounding the various
transactions raise the possibility that ESL and other insiders may
have exercised undue influence to siphon value away from the
Company on favorable terms.  In addition, these parties may have
used their insider status to obtain an ever-increasing percentage
of the Debtors' senior debt, positioning them to exert undue
influence over, and obtain beneficial positions in connection
with, the events leading up to, and the trajectory of, these
chapter 11 cases. Indeed, through an escalating series of
transactions in the years and months leading up to the Petition
Date, ESL has managed to obtain $2.6 billion, or 46%, of the
Debtors' funded prepetition debt, including approximately 73% of
the second lien debt."

Sears Holdings contributed 31 properties to the Joint Ventures
(JV's) in exchange for 50% interest in the JVs and $429 million in
cash. In July 2015, Sears Holdings formed a new, publicly traded
real estate investment trust, Seritage Growth Properties, and an
affiliated operating partnership, Seritage Growth Properties, LP
(collectively, 'Seritage'). Sears Holdings then entered into a
sale-leaseback transaction with Seritage: First, it sold 235
properties to Seritage along with its 50% interest in the JVs for
aggregate gross proceeds of $2.7 billion. Following the sale,
Sears Holdings entered into lease agreements (the 'Master Leases')
with Seritage and the JVs to lease 255 of the properties, with the
remaining properties being leased by Seritage to third parties.
Under the Master Leases, Seritage and the JVs had the right to
recapture 50-100% of the space within certain stores, meaning they
could literally evict Sears and re-let the space to tenants
capable of paying higher rents. Several aspects of the Seritage
Transaction raise concerns for the Committee. To begin, the
Seritage Transaction bears the hallmarks of a transaction to
benefit insiders ESL and Fairholme.  To fund its acquisition of
the properties, Seritage entered into agreements with both ESL and
Fairholme for certain private placements in connection with its
initial rights offering. In exchange for the sale of Sears
Hometown and Outlet ('SHO') common stock, Sears Holdings received
$346.5 million in cash as well as a $100 million dividend from SHO
prior to the separation, resulting in aggregate gross proceeds of
$446.5 million. Following the spinoff, ESL and Lampert owned a
majority of both Sears Holdings and SHO. Because of the
separation, SHO, at the time a profitable company, was now
isolated from Sears Holdings, which could no longer access SHO's
assets or cash flow. The Committee believes that the market value
of SHO at the time of the SHO Transactions, evidenced by its
trading price immediately after the closing of the rights
offering, was significantly higher than the value received by
Sears Holdings.

BankruptcyData added that the Committee said, "In sum, the Insider
Transactions, and various other potentially problematic
transactions, left the Debtors heavily levered, with far more debt
(and substantially fewer valuable assets, particularly their real
estate assets) than prior to such transactions.  All or
substantially all of these transactions appear to have been
undertaken at a time when the subject entities were insolvent or
rendered insolvent thereby.  The circumstances surrounding the
Insider Transactions also suggest that the Debtors received
significantly less than reasonably equivalent value for certain of
their profitable and most highly valued assets and were left with
far fewer unencumbered assets.  In the Committee's view, these
Insider Transactions (and others) warrant a full investigation to
ensure that the Debtors pursue all available Claims for the
benefit of all unsecured creditors and ensure that ESL and Lampert
are not provided with unfair leverage in their effort to acquire
the Company's valuable assets at deflated prices or through an
inappropriate credit bid of avoidable debt. That investigation
must proceed swiftly in light of the critical timing
considerations the Company faces."

                      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: Proposes Off-The-Shelf Bidding Procedures
---------------------------------------------------------
BankruptcyData.com reported that Sears Holdings Corp. requested
Court approval of global bidding and sale procedures.

The Debtors seek approval of global bidding and sale procedures
for the efficient marketing, auction and sale of their assets in
an orderly and value maximizing manner.  They explain that the
proposed procedures are not a declaration by Sears to liquidate
the Company at fire sale prices far from it. On the contrary, the
proposed procedures are intended to provide the Debtors an
efficient mechanism to monetize assets as and when the Debtors
decide to auction and sell their Assets, with the advice of their
advisors and in consultation with the DIP ABL Administrative Agent
and Co-Collateral Agents (the 'DIP ABL Agents') and the official
committee of unsecured creditors (together the 'Consultation
Parties').

Under the debtor-in-possession financing agreement (the 'DIP ABL
Credit Agreement'), the Debtors must satisfy milestones (the 'DIP
Milestones') for the sale of their stores that are capable of
continuing as a going concern (the 'Go Forward Stores').
Specifically, the DIP Milestones require:

a. On or before December 15, 2018, the Debtors must obtain a non-
   contingent and fully-financed (with committed financing
   containing customary limited conditionality consistent with
   acquisition financing commitments) stalking horse bid for the
   sale of the Go Forward Stores that is reasonably acceptable to
   the DIP ABL Agents;

b. The Court shall have entered the bidding procedures order by
   January 14, 2019;

c. The Debtors shall commence an auction for the sale of the Go
   Forward Stores on or before February 2, 2019;

d. The Debtors shall obtain an order approving the sale of the Go
   Forward Stores pursuant to section 363 of the Bankruptcy Code
   on or before February 4, 2019; and

e. Closing of the sale of the Go Forward Stores by no later than
   February 8, 2019.

The following timeline is fixed:


  November 2018 - Hearing to consider approval of Global Bidding
  Procedures and entry of Bidding Procedures Order;

  December 15, 2018 - Deadline for Debtors to designate Stalking
  Horse Bidder for Go Forward Stores;

  December 28, 2018 - Bid Deadline for Go Forward Stores &
  Deadline to object to Stalking Horse Bid for Go Forward Stores;

  January 4, 2019 - Deadline for Debtors to notify Prospective
  Bidders of their status as Qualified Bidders and announcement of

  Auction Packages;

  January 10, 2019 - Proposed date of hearing on Stalking Horse
  Objections;

  January 14, 2019 - Auction for Go Forward; and

  January 31, 2019 - Proposed date of Sale Hearing.

                        Committee Reacts

BankruptcyData further reported that the Official Committee of
Unsecured Creditors filed an objection to the Debtors' proposed
global bidding procedures.

The Committee remains unconvinced that the Going Concern Sale
Process is a prudent use of the Debtors' dwindling resources and
in the best interests of their estates and creditors.

BankruptcyData pointed out that the Committee asserts, "If
approved, the Global Bidding Procedures will lock the Debtors into
a three-to-four month process for a going concern sale of the Go
Forward Stores (the 'Going Concern Sale Process'). The pursuit of
this option (i.e., seeing whether a bidder materializes for the Go
Forward Stores) is estimated to cost the Debtors' estates
approximately between $375 million and $500 million (based on a
cash burn rate of $125 million a month), plus additional DIP
financing in an amount at least commensurate with the projected
cash burn. In order to obtain this additional DIP financing, the
Debtors will be required to provide as collateral previously
unencumbered assets (worth at least hundreds of millions of
dollars). Accordingly, unsecured creditors will bear the entire
cost of pursuing a Going Concern Sale Process."

                      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 to Sell Home Improvement Business
-------------------------------------------------------
BankruptcyData.com reported that Sears Holdings Corp. requested
Court approval for proposed (a) bidding procedures in respect of
the sale of its home improvement (SHIP) business, (b) stalking
horse bid protections in respect of the sale, (c) auction and
hearing timetable and (d) form and manner of notice of sale,
auction, and sale hearing.

In early November 2018, the Debtors and Service.com (the "Stalking
Horse Bidder") entered into an asset purchase agreement (the
"Stalking Horse Agreement") for the sale of the SHIP Business,
pursuant to which:

   (i) the Stalking Horse Bidder agreed to pay $60,000,000 in
       cash, prior to adjustment of such amount in accordance with

       the terms of the Stalking Horse Agreement (the 'Cash
       Purchase Price'), and to assume certain assumed liabilities

       (together with the Cash Purchase Price, the 'Stalking Horse

       Bid') for the Assets, subject to higher or better offers,
       and Court approval; and

(ii) the Debtors agreed that, in the event that the Court
      approves the purchase of the SHIP Business by any bidder
      other than the Stalking Horse Bidder, to pay the Stalking
      Horse Bidder and such transaction is consummated, a break-up

      fee in the amount of 1.5% of the Cash Purchase Price (the
      'Break-Up Fee').

An auction is scheduled for December 13, 2018.

                      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.


TOYS R US: Propco I Debtors File Reorganization Plan
----------------------------------------------------
Toys "R" Us Property Company I, LLC, ("Propco I"), Wayne Real
Estate Holding Company, LLC, MAP Real Estate, LLC, TRU 2005 RE I,
LLC, TRU 2005 RE II Trust, and Wayne Real Estate Company, LLC
jointly filed with the U.S. Bankruptcy Court for the Eastern
District of Virginia a disclosure statement and Ch. 11 plan of
reorganization.

The Propco Debtors own or directly lease substantial real estate
assets, including, at the commencement of these Chapter 11 Cases,
approximately 311 retail locations, which they leased or subleased
to TRU Retail Debtor Toys "R" Us Delaware, Inc., pursuant to an
Amended and Restated Master Lease Agreement dated as of July 9,
2009 among Plan Debtors Map Real Estate, LLC, Wayne Real Estate
Company, LLC, TRU 2005 RE I, LLC, and TRU 2005 RE II Trust and TRU
DE.

As of the Petition Date, approximately $859 million in aggregate
principal amount of Propco I's funded debt remains outstanding.

On July 20, 2018, the Bankruptcy Court authorized the Propco
Debtors' retention of Raider Hill Advisors, LLC ("Raider Hill") as
real estate advisor to the Plan Debtors.  Since Raider Hill's
retention, the Plan Debtors have been engaged in the process of
selling or otherwise disposing of their leased and owned
properties.  On September 27, 2018, the Plan Debtors conducted an
auction of several of their leased properties.  And, on October
16, 2018, the Plan Debtors assumed 22 of their store leases, prior
to the expiration of their time period to assume unexpired leases
of non-residential real property pursuant to section 365(d)(4) of
the Bankruptcy Code.

With the status of the Plan Debtors' leased properties largely
determined, the Plan Debtors have engaged in negotiations with the
Official Committee of Unsecured Creditors to bring a resolution to
these chapter 11 cases so that the Plan Debtors can manage, market
and/or otherwise dispose of the remainder of their assets outside
of chapter 11. The result of those negotiations is this Plan,
which contemplates a reorganization of the Plan Debtors, allowing
them to emerge from chapter 11 as a real estate management company
with a right-sized capital structure, allowing them to manage,
market, or dispose of their remaining assets outside of chapter
11.

The Plan will be funded by Cash on hand, the New Debt Instruments,
and any other Cash received or generated by the Plan Debtors

Each holder of an Allowed Claim against or Allowed Interest in the
Plan Debtors shall receive the full amount of the distributions
that the Plan provides for Allowed Claims or Allowed Interests in
the applicable Class as applicable; provided that the Reorganized
Plan Debtors will use reasonable commercial efforts to make
distributions to holders of General Unsecured Claims that are
Allowed as of the Effective Date within sixty (60) days of the
Effective Date.

A full-text copy of the Disclosure Statement dated November 15,
2018 is available at:

    http://bankrupt.com/misc/vaeb18-31429-789.pdf

The Debtors are represented by:

     Edward O. Sassower, Esq.
     Joshua A. Sussberg, Esq.
     Emily E. Geier, Esq.
     KIRKLAND & ELLIS LLP
     KIRKLAND & ELLIS INTERNATIONAL LLP
     601 Lexington Avenue
     New York, NY 10022
     Tel: (212) 446-4800
     Fax: (212) 446-4900

        -- and --

     James H.M. Sprayregen, Esq.
     Anup Sathy, Esq.
     Chad J. Husnick, Esq.
     KIRKLAND & ELLIS LLP
     KIRKLAND & ELLIS INTERNATIONAL LLP
     300 North LaSalle
     Chicago, IL 60654
     Tel: (312) 862-2000
     Fax: (312) 862-2200

        -- and --

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

                       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 -- 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
=================


PETROLEOS DE VENEZUELA: Resumes Work at Jose Oil Port's Dock
------------------------------------------------------------
Marianna Parraga at Reuters reports that Venezuela's state-run
Petroleos de Venezuela S.A. (PDVSA) has reopened a dock at the
country's main oil terminal of Jose that had been closed for
almost three months due to a tanker collision, a PDVSA source and
a shipper said.

Dozens of tankers waiting to load Venezuelan oil were diverted to
other PDVSA's terminals since Jose port's South dock was shut in
late August, causing delays in deliveries to customers and cutting
export revenue, according to Reuters.

Venezuela's crude exports fell to 1.06 million barrels per day
last month from 1.39 million bpd in July, according to Refinitiv
Eikon data, due to the infrastructure problems and an ongoing
crude output decline, the report notes.

PDVSA faced difficulties in importing replacement parts for the
fences damaged by the tanker collision due to U.S. sanctions
banning the company from doing banking transactions in dollars,
according to PDVSA sources, the report relays.  The parts were
ultimately purchased through India, the report notes.

The first vessel served at the South dock after its reopening was
the Panamax tanker SCF Progress, which arrived in Jose on Nov. 16,
carrying imported heavy naphtha for PDVSA from the U.S. Gulf
Coast, the report says.  It finished discharging on, according to
Eikon's vessel tracking data, the report relays.

Jose's South dock is mainly used to export upgraded oil produced
at the vast Orinoco Belt, and to discharge the imported naphtha
PDVSA needs to dilute its extra heavy oil output, the report adds.

As reported in the Troubled Company Reporter-Latin America on
Aug. 24, 2018, S&P Global Ratings affirmed its 'SD' global scale
issuer credit rating and 'D' issue-level ratings on Petroleos de
Venezuela S.A. (PDVSA).


VENEZUELA: Settles $1.2 Billion Creditor Claim to Protect Citgo
---------------------------------------------------------------
Tom Hals at Reuters reports that cash-strapped Venezuela settled a
$1.2 billion arbitration claim that will prevent a creditor from
stripping away its crown jewel foreign asset, the U.S.-based Citgo
Petroleum Corp refining business, according to Canadian court
documents.

The deal with Crystallex International Corp suspends the Canadian
mining company's push for a court-ordered auction of control of
Citgo as a way of collecting on an arbitration award against
Venezuela that has grown to more than $1.4 billion with interest,
according to Reuters.  Citgo is based in Houston, Texas.

The report relays that Venezuela completed an initial payment of
$425 million, mostly in the form of "liquid securities," on Nov.
23, according to a filing in the Ontario Court of Justice, where
Crystallex sought protection from creditors in 2011.

Part of the payment was made in bonds issued by Venezuela and its
state oil company, PDVSA, according to a Venezuelan finance
industry source with knowledge of the issue, the report notes.

Venezuela agreed to pay the remainder in installments by early
2021, the report discloses.  If Venezuela fails to post collateral
by Jan. 10 for the remaining payments, Crystallex can restart
legal proceedings, the report says.

A U.S. judge in Delaware was scheduled to hear on Dec. 20
Crystallex's arguments for a court-ordered auction of control of
Citgo, the report notes.  The company's three U.S. refineries are
a key destination for Venezuela's crude exports, and Citgo has
been valued in the billions of dollars, the report relays.

Venezuela has managed to protect Citgo even though the country has
been crippled by an economic crisis and U.S. sanctions, and has
halted payments on tens of billions of dollars of debt, the report
notes.  Caracas made payments last month to investors who hold
bonds secured by Citgo shares, the report discloses.

Venezuela expropriated a Crystallex gold mining project in 2011,
which led to the 2016 arbitration award, the report notes.
Crystallex and Venezuela reached an agreement last year, but
Caracas failed to maintain payments after transferring $75
million, the report says.

As Venezuela's debt defaults have piled up and U.S. sanctions have
isolated the country, creditors have closed in on overseas assets
of Petroleos de Venezuela S.A. (PDVSA), the report discloses.

ConocoPhillips said in October it had received $345 million in the
third quarter from PDVSA as part of a four-year deal to settle a
$2 billion arbitration award stemming from the loss of assets
during a 2007 nationalization drive, the report notes.

Rusoro Mining Ltd reached a settlement with Venezuela in October,
the report relays.  The Canadian mining company began pursuing
Citgo this year to collect on a $1.3 billion arbitration award
over the nationalization of its gold assets in the country, 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'.


                            ***********


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 * * *