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

           Friday, December 21, 2018, Vol. 19, No. 253


                            Headlines



A R G E N T I N A

STONEWAY CAPITAL: Fitch Alters Outlook on $665MM Notes to Neg.


B R A Z I L

AGERIO: Fitch Affirms 'C' Issuer Default Ratings
DESENVOLVE SP: Fitch Affirms BB- IDRs, Outlook Stable
GLOBO COMUNICACAO: Fitch Affirms BB+ Foreign Currency IDR
GRUPO ANDRADE: Fire Damages Manguinhos Refinery
RIO ENERGY: Fitch Affirms B- IDRs, Off CreditWatch Negative


D O M I N I C A N   R E P U B L I C

DOMINICAN REPUBLIC: Senate Approves US$380-Mil. Public Debt Issue
DOMINICAN REPUBLIC: Leaders Press Hard for NW Port Upgrade
DOMINICAN REPUBLIC: Exports Poised To Close 2018 With US$11BB


P U E R T O    R I C O

AMERICAN GAMING: BOD Hires McElroy Deutsch as Special Counsel
AMERICAN GAMING: Seeks to Hire Podium Strategies as Accountant
PUERTO RICO: Bankruptcy to Grind On With Cramdown Possible
SEARS HOLDINGS: Needs to Notify Consumers about PII Sale, CPO Says
SEARS HOLDINGS: LAG, JDI Suit Stayed Pending Bankruptcy Outcome


                            - - - - -


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A R G E N T I N A
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STONEWAY CAPITAL: Fitch Alters Outlook on $665MM Notes to Neg.
--------------------------------------------------------------
Fitch Ratings has affirmed Stoneway Capital Corporation's $665
million senior secured notes due in 2027 at 'B'. The Rating
Outlook has been revised to Negative from Stable.

The Outlook revision reflects the revision of Argentina's
sovereign rating Outlook to Negative from Stable. The
deterioration of Argentina's credit quality directly affects the
credit quality of CAMMESA, Stoneway's sole off-taker. CAMMESA is
dependent on sovereign subsidies to honor its commitments made on
behalf of an association representing agents of electricity
generators, transmission, distribution and large consumers or the
wholesale market participants (Mercado Mayorista Electrico).

The revision of Argentina's Outlook to Negative reflects sharply
weaker economic activity and uncertain prospects for multi-year
fiscal consolidation and market financing availability as IMF
funds are used up, which would pose risks to sovereign debt
sustainability.

The rating reflects Stoneway's operational stage, the power
purchase agreements (PPAs) with sole off-taker CAMMESA, moderate
operating risks established through fixed-priced operation and
maintenance (O&M) and overhaul costs with an experienced
counterparty. The rating also reflects the project's resilience to
absorb penalties from commercial operations date (COD) delays.

The project benefits from an adequate debt structure, with a fixed
interest rate, adequate covenants and reserves. A debt service
coverage ratio (DSCR) profile of 1.32x at Fitch's Rating Case is
consistent with a higher rating category, even considering the
maximum applicable delays penalties under the PPAs, which would
lead to a DSCR profile closer to 1.15x up to 2022, and an overall
profile of 1.26x. Nonetheless, the rating is ultimately capped by
Fitch's view on the credit quality of the revenue stream derived
through payments by CAMMESA as sole off-taker and by Argentina's
'B' country ceiling.

RATING SENSITIVITIES

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

  -- An improvement in the credit quality of CAMMESA as sole
     off-taker to the revenue stream.

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

  -- Deterioration in the credit quality of CAMMESA as sole
     off-taker to the revenue stream;

  -- Delay on the COD of the expansion of San Pedro plant that
     could trigger a PPA cancelation;

  -- Delays from CAMMESA on the PPA payments leading to a
     deterioration of the project's liquidity;

  -- Change in the expected penalties payment schedule leading to
     a deterioration of the project's liquidity.



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


AGERIO: Fitch Affirms 'C' Issuer Default Ratings
------------------------------------------------
Fitch Ratings has affirmed Agencia de Fomento do Estado do Rio de
Janeiro S.A.'s (AgeRio) Long-Term Local and Foreign Currency
Issuer Default Ratings (IDRs) at 'C' and Long-Term National Rating
at 'C(bra)'.

KEY RATING DRIVERS - IDRS, NATIONAL RATINGS AND SUPPORT RATING

AgeRio's IDRs and National Ratings align with those of its parent,
the State of Rio de Janeiro (ERio; Long-Term Local and Foreign
Currency IDRs C). AgeRio's Support Rating (SR) of '5' reflects
that there is a possibility of parental support, although it
cannot be relied upon, given ERio's very weak financial capacity.
However, AgeRio's small size increases the relative ability of
ERio to provide support in case of need. Fitch does not assign a
Viability Rating to AgeRio, as it is a development agency and
therefore cannot be assessed on a standalone basis.

Fitch believes that ERio's willingness to support AgeRio remains
high, even though its capacity to support is very low. AgeRio is
strategically important for ERio, as it acts as the state's
development arm and implements its economic development policies
both as a lender and a financial agent. A track record of frequent
capital injections by ERio, most recently in the second half of
2015, reinforces Fitch's view. Furthermore, ERio controls 99.99%
of AgeRio, and, according to a state law, ERio's stake in AgeRio's
voting shares cannot fall below 51%.

AgeRio's asset quality indicators have been under pressure since
2015 primarily due to the deterioration in the operating
environment. As of June 2018, the agency's impaired loans,
classified in the D-H risk category in the central bank's risk
scale, remained broadly unchanged at 23.4%, but the E-H loans
increased to 22.3% from 13.3% in June 2017. Significant amount of
renegotiations in 2016 and 2017 helped avoid losses. AgeRio's loan
book is adequately provisioned, with loan loss allowances covering
77.8% of impaired loans as of June 2018.

AgeRio's earnings have historically been adequate, broadly stable
and compatible with the agency's strategy, despite volatility in
impairment charges. As of June 2018, operating profit to RWAs
decreased to a 2.15% (from 5.11% in 2017), as a result of a
decline in interest income due to both the reduction in loan
portfolio and the interest rate cuts, which, in turn,
significantly reduced income from the securities portfolio. There
were no impairment charges in the first half of 2018 and they
corresponded only to 10% of pre-impairment operating profit in
2017.

As of June 30, 2018, funding consisted of lines from Banco
Nacional de Desenvolvimento Economico Social (BNDES, Long-Term
Local and Foreign Currency IDRs BB-/Stable) and FINEP (Long-Term
Local and Foreign Currency IDRs BB-/Stable), a public entity
subordinate to the Ministry of Science, Technology and Innovation,
which accounted for 48% and 52% of total funding, respectively. In
July 2016, BNDES suspended its funding lines to AgeRio following
ERio's nonpayment of its obligations to the federal government.
Existing BNDES operations were not affected by this suspension,
but future new funding from BNDES is conditional on ERio honoring
its debt to the federal government. Consequently, funding from
BNDES has been declining since 2016.

AgeRio is very highly capitalized and has significant room for
growth. As of June 30, 2018, its total regulatory capital ratio
was approximately 69%. ERio continued to reinvest all dividends
back into AgeRio through June 2018. In the same period, AgeRio's
liquidity also remained very high, whereby liquid assets
(government securities and investment funds consisting entirely of
government securities and reverse repos) corresponded to 3.8x its
total liabilities, compared to the 10% minimum limit required by
the regulator.

RATING SENSITIVITIES

IDRs, NATIONAL RATINGS AND SUPPORT RATING

Changes in Parental Support: AgeRio's ratings are linked to those
of ERio. Any changes in ERio's ratings or willingness to support
AgeRio would lead to a review of its ratings.

Fitch has affirmed the following:

  -- Long-Term Foreign and Local Currency IDRs at 'C';

  -- Short-Term Foreign and Local Currency IDRs at 'C';

  -- Long-term National Rating at 'C(bra)';

  -- Short-term National Rating at 'C(bra)';

  -- Support Rating at '5'.


DESENVOLVE SP: Fitch Affirms BB- IDRs, Outlook Stable
-----------------------------------------------------
Fitch Ratings has affirmed Desenvolve SP - Agencia de Fomento do
Estado de Sao Paulo SA's (Desenvolve SP) Long-Term Foreign and
Local Currency Issuer Default Ratings (IDRs) at 'BB-' and the
National Long-Term Rating at 'AA(bra)'. The Rating Outlook remains
Stable.

KEY RATING DRIVERS

IDRs, NATIONAL RATINGS AND SUPPORT RATING

The affirmation of Desenvolve SP's IDRs reflects the support from
its controller, the State of Sao Paulo (BB-/Stable). Fitch
considers Desenvolve SP plays a key role, as it operates primarily
as a financing agency for the private sector and for Sao Paulo's
municipalities, always with a development bias. Desenvolve SP also
acts as a service provider and manager of development funds
important to the state. In Fitch's opinion, the size of the
institution in relation to Sao Paulo's financial capacity reduces
the cost of potential government support and increases the
possibility of support from the state to Desenvolve SP, without
any impediments on the part of the regulator regarding such
support.

Desenvolve SP's Support Rating of '3' reflects the moderate
probability of support, if needed. Fitch did not assign a
Viability Rating to the institution due to its characteristics as
a development agency.

Sao Paulo's IDRs reflect its strong economy, which accounts for
approximately one-third of Brazil's Gross Domestic Product (GDP).
The ratings are also based on the state's adequate budgetary
performance, compared to other Brazilian states classified in the
same category, and on its fiscal autonomy, above the average of
other state entities in the country. The ratings are also
supported by the fact that the federal government is Sao Paulo's
main creditor.

The main objective of Desenvolve SP is to elaborate and promote
government programs to help develop Sao Paulo's economy through
financing lines to municipalities and small- and medium-sized
enterprises, especially for investments focused on innovation and
clean energy. This objective is in line with the government's
development plan, reviewed annually.

The financial profile of Desenvolve SP has no direct rating
implications, but it has remained broadly stable since Fitch's
last annual review. The underwriting standards are adequate for
the risk assessment, which has become more conservative and
stricter. Credit assets are the main risks for Desenvolve SP. The
remainder of the assets is allocated in its securities portfolio,
which presents low risk and is composed mostly - directly or
through funds - of government securities.

Desenvolve SP's credit quality indicators have been showing
deterioration. In June 2018, the impaired loans/gross loans ratio
was 14.7% (10.7% in 2017; 8.7% in 2016; and 9.6% in 2015). The
deterioration was due to the increase in defaults, as well as an
increase in provisioning regarding some costumers because of the
agency's conservative strategy, through the reclassification of
its operations. As a result, Desenvolve SP's profitability was
affected. In July 2018, operating profit/RWAs ratio was 0.7%,
compared to 4.4% in 2017 and 4.2% in 2016. Its main source of
revenue continues to be the loan portfolio, followed by securities
revenues, credit recovery revenues and services provided to
managed funds.

As a development agency, Desenvolve SP has limitations regarding
the diversification of its funding base. The credit portfolio has
been financed mainly by equity or on-lendings from official
entities, such as BNDES (National Economic and Social Development
Bank) and Finep (Studies and Projects Financing Agency).
Desenvolve SP's liquidity metrics were satisfactory throughout
2018. The entity is highly capitalized, and given the limitations
of attracting third-party funds, it has low leverage capacity.

RATING SENSITIVITIES

Any changes in the ratings of the State of Sao Paulo or in its
ability or propensity to support Desenvolve SP may result in a
rating review.

Fitch has affirmed the following ratings:

Desenvolve SP

  -- Long-Term Foreign and Local Currency IDRs at 'BB-'; Outlook
     Stable;

  -- Short-Term Foreign and Local Currency IDRs at 'B';

  -- Long-Term National Rating at 'AA(bra)'; Outlook Stable;

  -- Short-Term National Rating at 'F1+ (bra)';

  -- Supporting Rating at '3'.


GLOBO COMUNICACAO: Fitch Affirms BB+ Foreign Currency IDR
---------------------------------------------------------
Fitch Ratings has affirmed Globo Comunicacao e Participacoes
S.A.'s (Globo) Foreign Currency IDR and Senior Unsecured notes at
'BB+' and has downgraded the Local Currency IDR to 'BBB'/Stable
from 'BBB+'/Stable.

The ratings reflect Globo's strong business profile as the largest
broadcaster and pay-TV programming provider in Brazil, supported
by its strong content production. The ratings also reflect the
company's ability to maintain a robust financial profile with
positive net cash throughout the economic cycles.

Fitch considered Globo's exposure to Brazil's macroeconomic
conditions and the challenging scenario for the broadcast industry
as limiting factors for the company's Local Currency IDR. In
addition, advertising revenues have begun to migrate to other
platforms, which may continue to pressure EBITDA margins.

The Foreign Currency IDRs are constrained to one notch above
Brazil's Country Ceiling of BB. The Rating Outlook on Brazil's
'BB-' Foreign Currency IDR is Stable.

KEY RATING DRIVERS

Strong Market Position: Globo is the largest broadcaster and pay-
TV programming provider in Brazil with about 40% of the national
audience share. Globo's dominant market position stems from its
business strategy focused on quality content production, which has
enabled it to garner the largest advertising revenue share in the
industry. As the company continues its high investment in content
production, Fitch believes the company's market leadership will
remain intact over the medium term. Globo has extensive TV station
networks in Brazil, through its five wholly owned TV stations and
its 117 affiliates, which jointly cover 99% of the population.

Robust Financial Profile: Globo has one of the strongest financial
profiles among the diversified media companies in the region,
backed by its strong cash flow generation and net cash position.
Globo's cash and readily available marketable securities of BRL9.7
billion remains materially higher than its total debt of BRL3.5
billion as of Sept. 30, 2018. Fitch expects Globo to generate
strong cash flow from operations in the coming years with an
annual average close to BRL2 billion from 2018 to 2020. The
company's annual capex should increase to BRL500 million, which
means that FCF generation will depend on the amount of dividends
distributed. Positively, Fitch believes Globo has the flexibility
to reduce or postpone dividend payments, if necessary.

EBITDA Margins Under Pressure: The Brazilian recession depressed
advertising spending, which, along with the transfer of media to
other platforms, negatively affected Globo's revenues. Weak market
conditions have limited Globo's ability to raise advertising
prices amid suppressed volume growth, resulting in the company's
revenues declining by 9.7% from YE 2014 to YE 2017. The company's
EBITDA margin was 10.8% during the first nine months of 2018. This
compares with an average of 23.9% from 2012 to 2014. Fitch
forecasts a recovery of margins to around 16% during the next two
years.

Challenging Advertising Prospects: Advertising demand outlook for
free-to-air broadcasters remains highly uncertain, despite gradual
recovery in Brazil's economic conditions in 2018 and beyond, while
the internet continues to gain traction as an attractive
advertising platform. Globo's strategy is to leverage its large
investment in content and programming; however, this focus
requires high production costs that reduce EBITDA margins. Globo's
significant exposure to the pay-TV platform, as the largest
programming provider, bodes well for its growth over the medium to
long term. Globo has 49 pay-TV channels, including eight of the 20
most watched channels in Brazil. This positive diversification of
cash generation will help the company cope with the weak
advertising industry trend to a degree.

Rating above the Country Ceiling: The company's Foreign Currency
IDR is limited to one notch above Brazil's Country Ceiling of
'BB'. This one notch rating uplift is supported by the company's
Foreign Currency EBITDA generation by content exports and its
offshore readily available cash, which Fitch expects to provide
Foreign Currency external debt service coverage of at least 12
months, based on Fitch's "Non-Financial Corporates Exceeding the
Country Ceiling Rating Criteria." In 2018, the company's dollar
cash position declined from USD161 million to USD135 million,
which is still sufficient to service its Foreign Currency debts.

DERIVATION SUMMARY

Globo is well positioned relative to its regional peers in the
media segment in terms of market position, content production, as
well as financial profile. Globo's lack of operational
diversification compared with Grupo Televisa S.A.B. (BBB+/Stable),
is fully mitigated by the company's robust financial profile,
particularly with zero leverage. Compared with other U.S.-based
investment-grade media companies such as Time Warner Inc.
(BBB+/Stable) and CBS Corporation (BBB/Stable), Globo's higher
reliance on cyclical advertising revenue generation is a weakness.
Positively, this lack of cash flow diversification is fully offset
by its materially stronger capital structure, which supports
Globo's Local Currency IDR of 'BBB'/Stable.

KEY ASSUMPTIONS

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

  - Modest revenue growth in 2018 and 2019 based on gradual
    economic recovery in Brazil;

  - EBITDA margins in the mid-teens over the medium term due to
    weak advertising demand and high production costs;

  - Capital Intensity of 5% in the medium term;

  - Positive FCF generation 2018 in the absence of sizable special
    dividend payments;

  - Net leverage to remain zero (positive net cash) over the
    medium to long term.

RATING SENSITIVITIES

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

  - A positive rating action is unlikely given Brazil's Country
    Ceiling of 'BB'.

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

Local Currency IDR:

  - Material profitability erosion due to regulatory/competitive
    pressures; a significant drop in Globo's viewership market
    share due to a lack of attractive content, and/or increasing
    popularity of other media platforms;

Foreign Currency IDR:

  - Further ratings downgrade of Brazil's sovereign ratings and a
    resultant lower Country Ceiling will lead to a downgrade of
    the company's FC IDR.

  - A material reduction in the company's foreign cash position
    that would drop hard currency debt service ratio below 1.0x

LIQUIDITY

Robust Liquidity: Globo has a robust financial profile,
underpinned by its conservative capital structure. The company's
liquidity profile remains strong, with about BRL9.7 billion of
readily available cash and securities comfortably covering its
total debt of BRL3.5 billion as of Sept. 30, 2018. Globo's ample
cash flow generation further supports the company's liquidity
position. Globo's debt mostly consists of three U.S. dollar senior
notes totaling USD825 million. The company does not face any
material bullet debt maturity until 2022.

FULL LIST OF RATING ACTIONS

Globo Comunicacao e Participacoes S.A.

  - Foreign Currency Long-Term IDR affirmed at 'BB+'; Stable
    Outlook;

  - National Scale Rating affirmed at 'AAA(bra)'; Stable Outlook;

  - Senior Unsecured Notes due 2022, 2025, 2027 at 'BB+';

  - Long-Term Local Currency IDR downgraded to 'BBB'; Stable
Outlook from 'BBB+'; Stable Outlook.


GRUPO ANDRADE: Fire Damages Manguinhos Refinery
-----------------------------------------------
EFE News reports that a fire burned December 17 at the Manguinhos
refinery, owned by Grupo Andrade Margo and located in the northern
section of Rio de Janeiro and one of the few private oil
refineries in Brazil, destroying part of the complex and several
parked tanker trucks, but no one was injured, the facility's
management said.

The fire, whose cause has not been determined, started around 1:30
p.m. and was not brought under control for about two hours,
forcing city officials to close roads around the refinery,
according to EFE News.

The report relays that the refinery's management said no one was
injured or burned because workers evacuated quickly.

Firefighters were able to keep the fire from spreading beyond the
area where tanker trucks unload crude, preventing damage to the
giant storage tanks, pipelines and refining equipment, the report
says.

The blaze, according to the fire department, started in one of the
tanker trucks that was unloading its cargo, destroying six trucks
parked nearby, the report notes.

Firefighters sprayed water on storage tanks to keep flames from
reaching the areas where fuel is stored, the report discloses.

A towering plume of black smoke rose above the refinery, prompting
some residents of neighboring residential districts and "favelas,"
or shantytowns, to heed firefighters' recommendations and
evacuate, the report relays.

The fire department has already given residents authorization to
return home, the report notes.

The Manguinhos refinery, which is owned by the Grupo Andrade
Margo, is one of just two private oil refineries operating in
Brazil, where state-controlled oil giant Petrobras has a near
monopoly on refining crude oil, the report says.

The refinery, which has operated for nearly 60 years, specializes
in producing gasoline, the report relays.

The Manguinhos refinery is a small facility that has a production
capacity of about 45 million liters of gasoline per month, the
report notes.

Two years ago, the refinery filed for bankruptcy protection from
creditors, the report relays.

A restructuring plan was approved by the bankruptcy court, opening
the way for new investment to modernize the refinery, the report
says.

Grupo Andrade Margo, which employs about 300 people, was involved
in a dispute from 2012 to 2015 with the Rio de Janeiro state
government, which wanted to take the property on which the complex
is located, the report recalls.

The Supreme Court ruled against the state government in the case,
the report relays.

In 1998, when Congress ended Petrobras's monopoly in the fuel
industry, Argentina's YPF acquired a 50 percent stake in the
Manguinhos refinery, the report says.

Spain's Repsol ended up with the ownership interest when it
acquired YPF, the report discloses.

Repsol and the other partners were unable to reach an agreement on
the refinery's business model and Brazil's Grupo Andrade Margo
ended up acquiring 100 percent of the complex in December 2008,
the report adds.


RIO ENERGY: Fitch Affirms B- IDRs, Off CreditWatch Negative
-----------------------------------------------------------
Fitch Ratings has affirmed Rio Energy S.A., UGEN S.A. and UENSA
S.A.'s long-term, foreign-currency Issuer Default Ratings at 'B-'.
Fitch has also removed the ratings from Negative Watch and
assigned Stable Rating Outlooks.

MSU Energy's ratings reflect a high amount of leverage combined
with inherent execution risk in completing its 300 MW combined
cycle expansion by 1H2020. Fitch has also removed from Rating
Watch Negative and affirmed the co-issued Rio Energy, UGEN and
UENSA senior secured notes due 2025 at 'B-'/'RR4'. Each of the
issuers is jointly and severally liable for any payment
obligations under the notes.

MSU Energy's former chairman and minority shareholder, Manuel
Santos Uribelarrea, Jr., is currently under indictment for
potential involvement in a federal graft scandal and is contesting
the charges. The company's USD250 million private note issued in
December 2018 helped to stabilize its liquidity profile and
increased the likelihood of completion of its combined-cycle
expansion. It also helped to mitigate potential refinancing risk
associated with the ongoing federal graft investigation.

KEY RATING DRIVERS

Increased Leverage: MSU Energy's cash flow generation is
relatively stable and predictable if CAMMESA, the administrator of
the Argentine wholesale electricity market, continues to pay on
time. As of 1Q18, 100% of the company's EBITDA related to Res.
21/2016 CAMMESA is denominated in U.S. dollars for a 10-year
period. Additionally, upon its conversion to combined cycle in
1H2020 adding another 300MW of installed capacity under Resolution
287/2017 with a 15-year PPA, Fitch estimates half of pro forma
EBITDA will be attributed to Resolution 287. Fitch estimates MSU
Energy's total debt/EBITDA ratio for 2018 will be 10.5x due to the
closure of a USD600 million bond in February and the USD250
million private note in December. This ratio should settle at
around 4.0x once the combined cycle project is fully operational.
With the USD250 note carrying an interest rate of three-month
LIBOR plus 11.25%, Fitch expects near-term FFO interest coverage
of 1.6x, indicating a majority of cash flow will be dedicated to
interest payments.

Combined Cycle Conversion Funded: With the recently announced
placement of the USD250 million private note, the funding picture
for MSU's combined cycle conversion has become clearer. MSU Energy
has begun the construction process to add 300MW in capacity by
1H2020 at an approximate after-tax cost of USD490 million. The
additional cost will be funded by the USD250 million note, USD100
million in vendor financing, USD50 million in 2025 notes and USD90
million in simple cycle operating cash flow. The USD250 million
note allowed the company to refinance USD50 million in short-term
debt due December 2018, fund its combined cycle project and likely
avoid a USD12 million penalty per plant for failure to execute the
expansions.

Heightened Counterparty Exposure: MSU Energy, like all generation
companies in Argentina, depends on payments from CAMMESA, which
acts as an agent on behalf of an association representing agents
of electricity generators, transmission, distribution and large
consumers or the wholesale market participants (Mercado Mayorista
Electrico or MEM). Although over the past 18 months CAMMESA's
payment track record has been consistent and on time,
historically, payments have been volatile given that the agency
depends partially on the Argentine government for funds to make
payments. The notable exception was a four-week delay in September
2018 in the FX portion of CAMMESA's payment to MSU due to
Argentina's currency crisis. Fitch estimates that MSU Energy's
working capital requirements and funding needs for expansions
afford the company little flexibility in payment delays from
CAMMESA.

Reputation Risk Associated to Shareholder: Fitch believes there
continues to be reputational risk associated with MSU Energy's
former Chairman and minority shareholder, Manuel Santos
Uribelarrea, Jr. His involvement in the federal graft
investigation, which has detained 11 business executives and
former public employees, led him to resign from the Board of
Directors as of Aug. 31, 2018. Mr. Uribelarrea, Jr. has been
accused and indicted and is currently appealing the charges.
Despite his resignation, he remains a minority shareholder in the
company. Mr. Uribelarrea Jr. has publicly admitted to contributing
to ex-president Mrs. Kirchner's 2015 presidential campaign.

Uncertain Regulatory Environment: Fitch believes Argentina's
current economic and political environment increases the
uncertainty that the Macri administration will be able to
effectively implement the required electricity regulatory tariffs
adjustments in order for the system to be self-sustainable. The
companies operate in a highly strategic sector where the
government both has a role as the price/tariff regulator and also
controls subsidies for industry players. Electricity prices
continue to remain sub-optimal compared with other countries in
the region and, given the current macroeconomic challenges
Argentina is facing, there is further uncertainty. Fitch assumes
the Macri administration continues to be committed to and
prioritizes developing a long-term sustainable regulatory
environment, moving toward a more unregulated market and reducing
the deficit.

Lack of Operational History: The issuers' ratings also reflect the
companies' very short operational history, which is a concern for
the rating. The companies have hired experienced personnel to
manage its operations and entered into an operations and
maintenance (O&M) agreement with General Electric (BBB+/Stable)
for the life of the PPAs to supervise operations and train MSU
staff, which mitigates the short operational track record. This
concern is also mitigated by the plants' proven technology and
access to fuel supply. The rating reflects the assumption that the
issuers will retain General Electric through the life of the PPA.

DERIVATION SUMMARY

MSU Energy's foreign- and local-currency IDR of 'B-/Stable' is due
to its higher leverage when compared with local Argentine peers
coupled with inherent execution risk in completing its expansion
plans by 1H2020. MSU Energy's rated Argentine utility peers are:
AES Argentina (B/Negative), Albanesi (B-/Rating Watch Negative),
Capex (B/Negative), Pampa Energia (B/Negative) and Genneia
(B/Negative). MSU Energy's peers each have a local-currency IDR on
negative outlook. The negative outlooks reflect the Argentina
electricity sector's increased reliance on government subsidies
primarily due to the Argentine peso depreciation, which increases
counterparty risk for the country's generation companies. In the
case of Albanesi, the Negative Watch reflects its liquidity and
refinancing risk heightened by the arrest of its principal
shareholder and former chairman, Mr. Loson. In the case of MSU
Energy, Fitch believes that with the securing of its USD250
million private note in December 2018 to fund its combined cycle
conversion, the potential refinancing impact of ongoing
investigations into its former Chairman, Mr. Uribelarrea Jr., is
somewhat mitigated.

Fitch estimates MSU Energy's 2019 leverage measured as total debt
to EBITDA will be 7.9x, which is weaker than peers such as Capex
(1.6x), AES Argentina (2.6x), Pampa Energia (2.0x), Genneia (4.5x)
and Albanesi (5.7x). Similar to MSU Energy, Albanesi and Genneia
are in the midst of expanding their installed capacity to meet
PPAs awarded since 2016. Albanesi's expansion project is more
comparable with MSU Energy as both are adding combined-cycle
capacity due 1H2020 under the same resolutions; while Genneia's
expansion is concentrated on renewable projects, under the RenovAR
program where select projects ultimately have a guarantee from the
World Bank, MSU Energy and Albanesi are in the process of
increasing leverage to finance their projects. Both companies'
working capital is vulnerable to delays in payments from CAMMESA.
Albanesi currently has a weaker liquidity structure and debt
profile with USD59.5 million of debt coming due in 2019 followed
by USD87.5 million in 2020, compared with MSU, which has a USD250
million note maturing in 2023 with amortization beginning in 2021.
Its next maturity is in 2025.

KEY ASSUMPTIONS

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

  -- Installed capacity of 450MW from 2018-2019 followed by 750MW
     starting in June 2020;

  -- Simple cycle PPAs granted under SEE 21/2016. Fixed Payment
     Rate (USD/MW-month) of USD20,900 for General Rojo, USD19,900
     for Villa Maria and Barker;

  -- Variable Payment Rate (USD/MWh) of USD8.50 for Natural Gas
     and USD12.50 for fuel oil;

  -- Through March 2020, natural gas will be the primary source of
     fuel except for the summer months (May through October),
     after which, liquid fuel oil will only be used for the month
     of August;

  -- Combined cycle conversion expansion of 300MW to be completed
     by 1H2020 at a cost of USD1.5 million per MW;

  -- Capacity payments will be received from CAMMESA within 42
     days.

RATING SENSITIVITIES

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

  -- Given the issuer's high dependence on the subsidies by
     CAMMESA from the Treasury, any further regulatory
     developments leading to a more independent market less
     reliant on support from the Argentine government could
     positively affect the company's collections/cash flow;

  -- Successful completion of combined conversion, sustained gross
     leverage of 5.5x or lower, and sustained FFO interest
     coverage of 2.0x or greater upon completion of combined cycle
     conversion

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

  -- Sustained leverage above 7.5x over the rated horizon post
     expansion;

  -- A reversal of government policies that result in a
     significant increase in subsidies and/or a delay in payments
     for electricity sales;

  -- A significant deterioration of credit metrics and/or
     significant payment delays from CAMMESA;

  -- A downgrade of Argentina's ratings would result in a
     downgrade of the issuers' ratings, given that the company's
     ratings are constrained by the sovereign's credit quality.

LIQUIDITY

Adequate Liquidity: On a combined basis, MSU Energy reported
readily available cash of USD4.3 million at the end of 3Q18
compared with USD6.3 million in the end of 2017. The company is in
the midst of converting its three simple cycle power plants to
combined cycle and hence requires significant financing. With its
USD250 million 2023 private note issued in December 2018, Fitch
expects MSU Energy will be able to fund its planned expansion
without additional short-term financing and cover its interest
payments with operating cash flow. Unforeseen events or cost
overruns could pose a liquidity issue for the company especially
given the current difficulty of obtaining financing in Argentina
and the heightened reputational risk surrounding the company due
to its former Chairman's involvement in the federal graft
investigation.

FULL LIST OF RATING ACTIONS

Fitch has removed from Rating Watch Negative and affirmed the
following ratings:

Rio Energy S.A.

  - LT FC IDR affirmed at 'B-'; Outlook Stable;

  - LC LT IDR affirmed at 'B-'; Outlook Stable.

UGEN S.A.

  - LT FC IDR affirmed at 'B-'; Outlook Stable;

  - LC LT IDR affirmed at 'B-'; Outlook Stable.

UENSA S.A.

  - LT FC IDR affirmed at 'B-'; Outlook Stable;

  - LC LT IDR affirmed at 'B-'; Outlook Stable.

Rio Energy S.A., UGEN S.A., UENSA S.A.

  - Co-issued USD600 million senior secured notes due 2025
    affirmed at 'B-'/'RR4'.



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


DOMINICAN REPUBLIC: Senate Approves US$380-Mil. Public Debt Issue
-----------------------------------------------------------------
Dominican Today reports that the Senate approved an issue of
US$380 million of public debt to finance the 2019 Budget of the
Dominican Republic.

The bill that now goes to the Chamber of Deputies, was approved in
two sessions, authorizes the Ministry Finance to place the issue
of public debt, according to Dominican Today.

The Senate approval resulted from a favorable report by the Budget
Committee on the initiative submitted by the Executive Power, the
report notes.

The Chamber of Deputies, controlled by the ruling PLD party, is
expected to approve the piece, the report relays.

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: Leaders Press Hard for NW Port Upgrade
----------------------------------------------------------
Dominican Today reports that business leaders from the northern
Cibao region demanded that the Government forge a public-private
alliance to improve and normalize operations at Manzanillo port
(northwest).

In a meeting in the country's second city, Industrial Development
Association (APEDI) president Fernando Capellan stressed what he
labels as an urgent need to refurbish and fully utilize
Manzanillo, according to Dominican Today.

"If we do not have that seaway in full capacity to compete, we are
not only running the risk of losing the banana market, but other
agricultural items that we produce here and even items of the
national industry," Mr. Capellan warned, the report relays.

He noted the "very high" cost to haul goods from Santiago and
other northern provinces to the ports of Puerto Plata, Caucedo and
Haina, the report notes.

Mr. Capellan added that despite several statements of intent in
favor of Manzanillo port, nothing has been done yet, the report
relays.  "It's urgent to erect the breakwater of Manzanillo port
in a first phase even if the other tasks are concluded later," he
added.

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: Exports Poised To Close 2018 With US$11BB
-------------------------------------------------------------
Dominican Today reports that Dominican Republic exports could end
in 2018 close to US$11 billion, according to the Dominican
Observatory for International Trade (ODCI) in its quarterly
publication "Panorama of Foreign Commerce" for November.

"This is a very significant growth compared to what has been the
recent growth of exports.  We are talking about growth above 8%
when we see that on average between 2012 and 2017 the growth was
below 3%, on average per year," said ODCI Director Pavel Isa,
according to Dominican Today.

He stressed that the performance of Dominican exports is due to
the US economy's robust growth, the report notes.  "What's
happening with exports is that they are being pulled by that
important economic performance that the US is having thanks to the
fiscal stimulus that the US administration granted to the
companies, particularly at the beginning of the year," the report
quoted Mr. Isa as saying.

Mr. Isa said the main exports that explain that growth are
electric products from free zones, which grew around US$240.0
million or 37% compared to January-September 2017, or 51% of the
increase in exports of the sector and 30% of the total, 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.



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


AMERICAN GAMING: BOD Hires McElroy Deutsch as Special Counsel
-------------------------------------------------------------
American Gaming & Electronics, Inc., and its debtor-affiliates
seek authority from the U.S. Bankruptcy Court for the District of
New Jersey to employ McElroy Deutsch Mulvaney & Carpenter, LLP, as
special counsel to the Special Committee of Board of Directors of
the Debtors.

The Special Committee of Board of Directors requires McElroy
Deutsch to:

   a) advise the Special Committee with respect to any potential
      plan of reorganization for the Debtors, sale of the Debtors
      as a going concern pursuant to Bankruptcy Code Section 363,
      or any other strategy designed to resolve these Chapter 11
      cases;

   b) advise the Special Committee with respect to any
      interactions between the Special Committee, on the one
      hand, and parties-in-interest and/or the Court, on the
      other hand, regarding any aspect of the Chapter 11
      processes;

   c) assist the Special Committee with respect to the
      preparation of any applications, motions, memoranda,
      proposed orders, and other pleadings as may be required in
      support of positions taken by the Special Committee; and

   d) assist the Special Committee in carrying out its
      responsibilities as the Board may delegate to or request of
      the Special Committee from time to time.

McElroy Deutsch will be paid at these hourly rates:

         Attorneys                $200 to $440
         Paraprofessionals           $125

During the one year prior to the Petition Date, McElroy Deutsch
received advanced retainers totaling $45,000 to cover work for the
Debtors, of which $45,000 was applied to services rendered and
disbursements incurred through the Petition Date.

McElroy Deutsch will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Peter M. Laughlin, a partner at McElroy Deutsch Mulvaney &
Carpenter, assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors and their/its estates.

McElroy Deutsch can be reached at:

     Peter M. Laughlin, Esq.
     MCELROY DEUTSCH MULVANEY &
     CARPENTER, LLP
     1300 Mount Kemble Avenue
     Morristown, NJ 07962-2075
     Telephone: (973) 993-8100

               About American Gaming & Electronics

Established in 1993, American Gaming & Electronics is a supplier
of gaming parts, used machines, and electronic components.  AG&E
is strategically located in Las Vegas, New Jersey and Florida. Its
distribution chain reaches the Caribbean & Puerto Rico, Canada and
Europe.

American Gaming & Electronics Inc. and its subsidiary AG&E
Holdings Inc. filed for bankruptcy protection (Bankr. D.N.J. Lead
Case No. 18-30507) on Oct. 15, 2018.  In the petitions signed by
Anthony R. Tomasello, president and CEO, American Gaming declared
total assets of $945,220 and total liabilities of $2,016,152.  The
Hon. Andrew B. Altenburg Jr. is the case judge.

The Debtors tapped Prozio, Bromberg & Newman P.C. as counsel, and
Podium Strategies, LLC, as financial advisor.


AMERICAN GAMING: Seeks to Hire Podium Strategies as Accountant
--------------------------------------------------------------
American Gaming & Electronics, Inc., and its debtor-affiliates
seek authority from the U.S. Bankruptcy Court for the District of
New Jersey to employ Podium Strategies, LLC, as accountant to the
Debtor.

American Gaming requires Podium Strategies to:

   (a) assist the Debtors with its liquidity, financial,
       operational and strategic planning, including preparations
       of a 13 week liquidity projection and variance reporting;

   (b) assist the Debtors with reporting, including monthly
       operating reports for the Debtors and their affiliates,
       and interfacing with any creditors' committee, secured
       creditors and other stakeholders regarding same; and

   (c) prepare financial information for inclusion in any plan/
       disclosure statement filed.

Podium Strategies will be paid at these hourly rates:

     Partners                    $325
     Staffs                      $100-$200

Podium Strategies will be paid a retainer in the amount of $5,000.

Podium Strategies will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Howard L. Konicov, partner of Podium Strategies, LLC, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

Podium Strategies can be reached at:

     Howard L. Konicov
     PODIUM STRATEGIES, LLC
     391 Harding Drive
     South Orange, NJ 07079
     Tel: (201) 306-4664
     E-mail: info@podiumstrategies.com

               About American Gaming & Electronics

Established in 1993, American Gaming & Electronics is a supplier
of gaming parts, used machines, and electronic components.  AG&E
is strategically located in Las Vegas, New Jersey and Florida. Its
distribution chain reaches the Caribbean & Puerto Rico, Canada and
Europe.

American Gaming & Electronics Inc. and its subsidiary AG&E
Holdings Inc. filed for bankruptcy protection (Bankr. D.N.J. Lead
Case No. 18-30507) on Oct. 15, 2018.  In the petitions signed by
Anthony R. Tomasello, president and CEO, American Gaming declared
total assets of $945,220 and total liabilities of $2,016,152.  The
Hon. Andrew B. Altenburg Jr. is the case judge.

The Debtors tapped Prozio, Bromberg & Newman P.C. as counsel, and
Podium Strategies, LLC, as financial advisor.


PUERTO RICO: Bankruptcy to Grind On With Cramdown Possible
----------------------------------------------------------
Luis Valentin Ortiz at Reuters reports that Puerto Rico will not
obtain a clear picture of how soon it will finish restructuring
the bulk of its public debt until the spring, a lawyer for the
U.S. commonwealth's federally appointed fiscal oversight board
told a judge.

It is also possible an adjustment plan could be imposed on
creditors, a process known as a cramdown, the lawyer said,
according to Reuters.

Martin Bienenstock, who represents the board tasked with
overseeing the island's finances and debt restructuring, said more
details on a plan of adjustment for the central government's debt
would be known by a "March-April time frame," the report notes.

The report discloses that Puerto Rico has been in federal court
since May 2017 trying to restructure roughly $120 billion in
public debt and unfunded pension liabilities under a form of
bankruptcy.

So far only about $4 billion of Government Development Bank debt
has been restructured through a consensual deal with creditors.
Deals are in the works for the island's Sales Tax Financing
Corporation, known as COFINA, and the Puerto Rico Electric Power
Authority (PREPA), the report relays.

The report notes that Mr. Bienenstock told U.S. District Court
Judge Laura Taylor Swain, who is hearing Puerto Rico's bankruptcy
case, that mediation efforts between the island and creditors will
resume early next year.  The objective is to reach consensus over
a plan of adjustment for roughly $13 billion of general obligation
debt and almost $50 billion in unfunded pension obligations, he
added.

If there is not enough support from creditors, Puerto Rico will
have no other option but to cram down its own plan, Mr.
Bienenstock warned, the report relays.

Meanwhile, lawyer and consultant fees related to the bankruptcy
keep piling up, the report notes.  Professional billing was
discussed during the court hearing amid concerns raised by the
court-appointed fee examiner such as duplicative work and
automatic rate increases, the report says.

"I'm concerned with the inflationary component of" rate increases,
said Mr. Swain, who called for a 2 percent ceiling on automatic
rate hikes, similar to one applied in the New York metro area, the
report relays.  "There is sacrifice necessary all around," he
added.

To date, the court has approved more than $160 million in fees
invoiced during the first year of Puerto Rico's bankruptcy
process, the report relays.

Next up is a Jan. 16 confirmation hearing on a proposed plan of
adjustment for COFINA's roughly $17 billion of debt, the report
notes.  Despite opposition from some sectors on the island to the
plan, no formal objection has been filed in court to date, the
report adds.

                       About Puerto Rico

Puerto Rico is a self-governing commonwealth in association with
the United States that's facing a massive bond debt of $70
billion, a 68% debt-to-GDP ratio and negative economic growth in
nine of the last 10 years.

The Commonwealth of Puerto Rico has sought bankruptcy protection,
aiming to restructure its massive $74 billion debt-load and $49
billion in pension obligations.

The debt restructuring petition was filed by Puerto Rico's
financial oversight board in U.S. District Court in Puerto Rico
(Case No. 17-01578) on May 3, 2017, and was made under Title III
of 2016's U.S. Congressional rescue law known as the Puerto Rico
Oversight, Management, and Economic Stability Act ('PROMESA').

The Financial Oversight and Management Board later commenced Title
III cases for the Puerto Rico Sales Tax Financing Corporation
(COFINA) on May 5, 2017, and the Employees Retirement System (ERS)
and the Puerto Rico Highways and Transportation Authority (HTA) on
May 21, 2017.  On July 2, 2017, a Title III case was commenced for
the Puerto Rico Electric Power Authority ("PREPA").

U.S. Chief Justice John Roberts has appointed U.S. District Judge
Laura Taylor Swain to oversee the Title III cases.  The Honorable
Judith Dein, a United States Magistrate Judge for the District of
Massachusetts, has been designated to preside over matters that
may be referred to her by Judge Swain, including discovery
disputes, and management of other pretrial proceedings.

Joint administration of the Title III cases, under Lead Case No.
17-3283, was granted on June 29, 2017.

The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets, as municipal investment
banker, and Ernst & Young, as financial advisor.

Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M.
Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at
O'Neill & Borges are on-board as attorneys.

McKinsey & Co. is the Board's strategic consultant, Ernst & Young
is the Board's financial advisor, and Citigroup Global Markets
Inc. is the Board's municipal investment banker.

Prime Clerk LLC is the claims and noticing agent.  Prime Clerk
maintains a case web site at
https://cases.primeclerk.com/puertorico

Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA,
and PREPA.

O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico
Fiscal Agency and Financial Advisory Authority (AAFAF), the agency
responsible for negotiations with bondholders.

The Oversight Board named Professor Nancy B. Rapoport as fee
examiner and to chair a committee to review professionals' fees.

                    Bondholders' Attorneys

Kramer Levin Naftalis & Frankel LLP and Toro, Colon, Mullet,
Rivera & Sifre, P.S.C. and serve as counsel to the Mutual Fund
Group, comprised of mutual funds managed by Oppenheimer Funds,
Inc., and the First Puerto Rico Family of Funds, which
collectively hold over $4.4 billion of GO Bonds, COFINA Bonds, and
other bonds issued by Puerto Rico and other instrumentalities.

White & Case LLP and Lopez Sanchez & Pirillo LLC represent the UBS
Family of Funds and the Puerto Rico Family of Funds, which hold
$613.3 million in COFINA bonds.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, Robbins, Russell,
Englert, Orseck, Untereiner & Sauber LLP, and Jimenez, Graffam &
Lausell are co-counsel to the ad hoc group of General Obligation
Bondholders, comprised of Aurelius Capital Management, LP,
Autonomy Capital (Jersey) LP, FCO Advisors LP, and Monarch
Alternative Capital LP.

Quinn Emanuel Urquhart & Sullivan, LLP and Reichard & Escalera are
co-counsel to the ad hoc coalition of holders of senior bonds
issued by COFINA, comprised of at least 30 institutional holders,
including Canyon Capital Advisors LLC and Varde Investment
Partners, L.P.

Correa Acevedo & Abesada Law Offices, P.S.C., is counsel to Canyon
Capital Advisors, LLC, River Canyon Fund Management, LLC, Davidson
Kempner Capital Management LP, OZ Management, LP, and OZ
Management II LP (the QTCB Noteholder Group).

                          Committees

The U.S. Trustee formed an official committee of retirees and an
official committee of unsecured creditors of the Commonwealth.
The Retiree Committee tapped Jenner & Block LLP and Bennazar,
Garcia & Milian, C.S.P., as its attorneys.  The Creditors
Committee tapped Paul Hastings LLP and O'Neill & Gilmore LLC as
counsel.


SEARS HOLDINGS: Needs to Notify Consumers about PII Sale, CPO Says
------------------------------------------------------------------
Elise S. Frejka, the Consumer Privacy Ombudsman, filed with the
U.S. Bankruptcy Court for the Southern District of New York a
report for Sears Holdings Corporation, et al.

The CPO assists the Bankruptcy Court in its consideration of the
facts, circumstances and conditions of the proposed sale of the
consumers' personally identifiable information (PII) of the home
improvement business, which is the SHIP Business of the Debtor and
its debtor affiliates. The proposed buyer is Service.com, Inc.

In the aggregate, since 2008, the Debtors have collected PII from
approximately 650,000 consumers consisting generally of customer
names, physical addresses, email addresses, the specifics of the
home improvement project, warranty information,5 project notes,
and, if the project is financed, income and credit information.

The CPO believes that the recommendations of the Report strike an
appropriate balance between the privacy rights of consumers and
practical considerations associated with the sale of the Customer
Data of the SHIP Business.

The Ombudsman is of the opinion that notice to consumers remains
prudent even if the Privacy Policy permits the transfer given the
de minimus cost associated with notice.

Hence, the Ombudsman recommends that notice to consumers be
provided and that consumers have the opportunity to opt-out of the
transfer to the extent that they do not want their PII shared.

A copy of the CPO's First Report dated December 17, 2018, is
available at:

    http://bankrupt.com/misc/nysb18-23538-1273.pdf

                   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: LAG, JDI Suit Stayed Pending Bankruptcy Outcome
---------------------------------------------------------------
District Judge R. Gary Klausner removed the case captioned L.A.
GEM AND JEWELRY DESIGN, INC., Plaintiff(s), v. SEARS HOLDINGS
MANAGEMENT CORPORATION, et al., Defendant(s), Case No.
2:17-cv-03665-RGK-PJW (C.D. Cal.) from the Court's active
caseload.

In light of the Nov. 15, 2018 Chapter 11 Bankruptcy filed by
defendants Sears Holdings Management Corporation and Sears,
Roebuck & Co., the case is removed pending the outcome of the
bankruptcy proceedings and/or further order of the Court.

A copy of the Court's Order dated Nov. 30, 2018 is available at
https://bit.ly/2GsqKrE from Leagle.com.

L.A. Gem and Jewelry Design, Inc., a California Corporation,
Plaintiff, represented by Milord A. Keshishian --
milord@milordlaw.com -- Milord and Associates PC.

                     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.


                            ***********


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
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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 * * *