/raid1/www/Hosts/bankrupt/TCRLA_Public/181231.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
Friday, December 28, 2018, Vol. 19, No. 256
Headlines
B R A Z I L
BRAZIL: Crisis Forces Reinvention of Publishing Industry
COMPANHIA SIDERURGICA: Moody's Rates BRL2-Bil. Unsec. Debt B3/B2
SBM BALEIA: Fitch Affirms BB- on Series 2012-1 Secured Notes
C H I L E
CHILE: Brokers Accord to End Dockworkers Strike
J A M A I C A
JAMAICA: Banks Urged to Do More to Facilitate Online Operations
JAMAICA: Agree on Tax Convention With Japan
M E X I C O
AXTEL SAB: Pays Off Bank Loan
AXTEL SAB: Moody's Affirms Ba3 CFR & Alters Outlook to Stable
HIPOTECARIA SU CASITA: Moody's Withdraws Ratings on HSCCB08 A Debt
P U E R T O R I C O
RGE CARIBBEAN: Taps Tamarez CPA as Accountant
SOLUTIONS BY DESIGN: Seeks to Hire Gonzalez Cordero as Counsel
TOYS R US: Trust and Purchaser Want to Enforce Plan
- - - - -
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B R A Z I L
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BRAZIL: Crisis Forces Reinvention of Publishing Industry
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EFE News reports that after the announcement that two of Brazil's
big bookstore chains will seek relief under the country's
bankruptcy law, the local publishing industry finds itself at a
"key moment" demanding "reflection (and) creativity" in preparing
for the "new actors" that will be part of the sector, experts say.
Whether for economic or cultural reasons, selling books in Brazil
has never been easy, but the publishing industry had attained a
certain stability and enjoyed skyrocketing profits over the past
two decades in keeping with the economic boom that the South
American giant experienced, according to EFE News.
Brazil has never consolidated itself as a world power in
publishing, although the sector's big firms had continued to
maintain the "illusion" that country would "make it," according to
what publisher Luiz Schwarcz, the founder of the Companhia das
Letras publishing house, which is associated with Penguin Random
House, told EFE in an interview.
In the last few weeks, the Saraiva and Cultura booksellers, the
two major bookstore networks in the sector, announced that they
would file for bankruptcy and close dozens of their stores all
across the country, the report says.
The two firms are responsible for 40 percent of the sales in
Brazil's publishing sector, Brazilian Book Chamber president Luis
Antonio Torelli said, the report relays.
"The problem is the business model of the major chains, which
transformed themselves into megastores. That model is very
difficult to administer and eclipses the main product, which is
books," the report quoted Mr. Torelli as saying.
Given this "tragic" scenario, both Mr. Torelli and Mr. Schwarcz
agreed that the Brazilian publishing industry -- just like those
in France, Spain, Germany and Argentina -- needs to "reinvent
itself," and to do that it needs to focus on smaller stores as the
business model "of the future," the report relays.
Although 40 percent of Brazilians admit that they don't read much,
the "only way" to create new readers is by "transforming
bookstores into cultural centers" which interact with local
residents, according to Libreria Simple book chain partner
Adalberto Ribeiro, the report adds.
As reported in the Troubled Company Reporter-Latin America on
Oct. 18, 2018, Egan-Jones Ratings Company, on October 8, 2018,
withdrew its 'B+' foreign currency and local currency senior
unsecured ratings on debt issued by the Federative Republic of
Brazil.
COMPANHIA SIDERURGICA: Moody's Rates BRL2-Bil. Unsec. Debt B3/B2
----------------------------------------------------------------
Moody's America Latina Ltda. assigned B3 (global scale)/B2.br
(national scale) ratings to Companhia Siderurgica Nacional's
proposed BRL2 billion senior unsecured debentures due in 2023.
Proceeds from the transaction will be used for liability
management, thus lengthening CSN's debt amortization schedule. The
outlook for the rating remains stable.
The rating of the notes assumes that the final transaction
documents will not be materially different from draft legal
documentation reviewed by Moody's to date and assume that these
agreements are legally valid, binding and enforceable.
Ratings Assigned:
- BRL2 billion Senior Unsecured Debentures due 2023: B3 (global
scale)/B2.br (national scale)
The outlook for the ratings remains stable.
RATINGS RATIONALE
CSN's B3/B2.br ratings reflect the company's position as a leading
manufacturer of flat-rolled steel in Brazil, with a favorable
product mix focused on value-added products. Historically, the
company has reported a strong Moody's adjusted EBITDA margin at
20%-30% (23.6% in the twelve months ended in September 2018),
supported by its solid domestic market position, wide range of
products through different segments and globally competitive
production costs in both steel and iron ore.
However, the ratings are constrained by the company's
unsustainable capital structure and weakened credit metrics,
namely, high leverage, low interest coverage and deteriorated cash
flow metrics. Despite the company's debt refinancing efforts that
addressed short to medium-term maturities and the expected
improvement in cash flows, gross debt to EBITDA will remain in the
4.5x to 5.5x range until 2019 (5.9x in the twelve months ended in
September 2018). Accordingly, CSN relies on asset sales or a
capital increase to be able to reduce debt levels in a more
meaningful magnitude.
Since the beginning of 2018, CSN pursued several initiatives to
address its short term debt and improve liquidity, including debt
renegotiations with Banco do Brasil S.A. (Ba2 stable), Caixa
Economica Federal (CAIXA) (Ba2 stable) -- collectively amounting
to BRL14 billion and representing 47% of CSN' total reported debt
-- and a $350 million bond issuance. In November 2018, CSN
announced the refinancing of BRL1.0 billion in debt coming due in
2019 with Banco Santander (Brasil) S.A. (Ba1 stable), which will
reduce short term debt maturities further.
The proposed transaction is part of CSN's liability management and
proceeds will be used to amortize CCBs maturing from 2019 through
2023, thus lengthening the company's debt amortization schedule.
The proposed debentures will be amortized quarterly starting on
March 2020, with final maturity in December 2023. Pro forma for
the debt refinancing with Santander Brasil and to the proposed
debentures, CSN's cash position of BRL3.9 billion will cover short
term debt maturities of BRL4.9 billion by 0.8 times, compared to a
0.6 times coverage at the end of September 2018. Despite the
improvement, CSN's debt profile will remain tight with maturities
of approximately BRL9 billion in 2020-21, including the proposed
debentures. Accordingly, the company will need to keep pursuing
additional alternatives to reduce liquidity pressures.
The proposed debentures will be secured by the fiduciary lien of
Usinas Siderurgicas de Minas Gerais S.A.'s (B2/Ba1.br, stable)
shares held by CSN (representing at least BRL167 million) and by
the fiduciary assignment of future receivables. Despite this
credit enhancement, Moody's consider this obligation as largely
unsecured due to the small collateral coverage relative to the
total obligation amount.
The stable outlook reflects its expectations that CSN's liquidity
will remain adequate to service its debt obligations. It also
reflects its expectation that market conditions for steel
producers in Brazil will gradually recover, allowing CSN to direct
cash flows from operations to reduce debt levels.
An upward rating movement would require additional improvements in
liquidity profile and recovery in operating performance. An
upgrade would also be dependent on further adjustments in CSN's
capital structure, with total leverage trending towards 4.5x total
adjusted debt to EBITDA and interest coverage ratios (measured by
EBIT to Interest expenses) above 2.0x on a sustainable basis (1.7x
in the twelve months ended in September 2018).
The ratings would suffer additional negative pressure if the
company's liquidity position deteriorates, reducing CSN's ability
to address upcoming debt maturities, in particular the 2019 and
2020 bonds. The ratings could be downgraded if performance over
the next 12 to 18 months does not improve such that leverage does
not moderate to at least 5.5x and EBIT/interest remains below
1.5x.
With an annual capacity of 5.9 million tons of crude steel,
Companhia Siderurgica Nacional is a vertically integrated, low
cost producer of flat-rolled steel, including slabs, hot and cold
rolled steel, and a wide range of value-added steel products, such
as galvanized sheet and tinplate. In addition, the company has
downstream operations to produce customized products, pre-painted
steel and steel packaging. CSN sells its products to a broad array
of industries, including the automotive, capital goods, packaging,
construction and home appliance sectors. CSN owns and operates
cold rolling and galvanizing facilities in Portugal, along with
long steel assets in Germany through its subsidiary Stahlwerk
Thuringen GmbH (SWT). The company also has a long steel line
(500,000 tons capacity) in the Volta Redonda plant. CSN reported
revenues of BRL21.9 billion (USD6 billion) in the last twelve
months ended in September 2018.
SBM BALEIA: Fitch Affirms BB- on Series 2012-1 Secured Notes
------------------------------------------------------------
Fitch Ratings has taken the following rating actions on SBM Baleia
Azul, S.a.r.l.'s senior secured notes:
-- Series 2012-1 senior secured notes due 2027 affirmed at
'BB-'; Outlook Stable assigned.
The affirmation and Stable Outlook are related to the resolution
of the uncertainty about the potential impact of the Leniency
Agreement and Brazilian Improbity Act on the transaction's ability
to meet timely debt service on the rated notes. SBM has
financially and legally executed a Transfer Agreement through
which the holding company has agreed to compensate the transaction
for any historical and future payments to be made to Petrobras
necessitated by the terms of the Leniency Agreement. Therefore,
the impact of the lawsuit and leniency agreement on the cash flows
of the transaction is no longer a concern.
Fitch placed the transaction on Rating Watch Negative in July
2018. The action followed a judge's order for Petrobras to start
withholding a percentage of monthly payments due to SBM Offshore
companies under certain charter contracts in escrow as collateral
in respect of the Improbity Lawsuit. However, before the amounts
to be withheld were determined, SBM, Petrobras and Brazilian
Authorities signed the Leniency Agreement. SBM then came to an
agreement with the Brazilian Public Prosecutor regarding the
Improbity lawsuit. The Fifth Chamber approved SBM's agreement with
the Brazilian Public Prosecutor (Improbity lawsuit) on Dec. 18,
2018. It constitutes a final settlement between SBM and the
Brazilian Public Prosecutor with respect to alleged improper sales
practices before 2012. Upon signing, the Leniency Agreement became
final and effective and has allowed SBM to compete for new
business opportunities in Brazil.
The notes are backed by the flows related to the charter agreement
signed with Petroleo Brasileiro S.A. (Petrobras) for the use of
the floating production storage and offloading unit (FPSO) Cidade
de Anchieta for a term of 18 years. SBM do Brasil Ltda. (SBM
Brasil), the Brazilian subsidiary of SBM Holding Inc. S.A. (SBM),
is the operator of the FPSO. SBM is the sponsor of the
transaction. The FPSO Cidade de Anchieta began operating at the
Baleia Azul oil field in September 2012.
KEY RATING DRIVERS
Linkage to Petrobras' Credit Quality: The off-taker's credit
quality is a key risk factor for determining the strength of the
off-taker's payment obligation. On Feb. 27, 2018, Fitch downgraded
Petrobras' Long-Term Issuer Default Rating (LT IDR) to 'BB-
'/Stable from 'BB'/Negative. Petrobras' ratings continue to
reflect its close linkage with the sovereign rating of Brazil due
to the government's control of the company and its strategic
importance to Brazil as its near-monopoly supplier of liquid
fuels.
Strength of Off-taker's Payment Obligation: Fitch's view on the
strength of the off-taker's payment obligation is typically
notched from the off-taker's IDR and will act as the ultimate
rating cap to the transaction. Fitch's qualitative assessment of
asset/contract/operator characteristics and the off-
taker's/industry's characteristics related to this transaction
would ultimately cap the transaction at Petrobras' LT IDR.
Supply and Demand Fundamentals: The FPSO market is consistently
stable as all vessels are built for a specific purpose and the
lead time for construction is long. For Brazil in particular,
FPSOs are essential to the country's development and production of
deep water oil, which supports the strategic importance of this
asset to Petrobras' operations.
Credit Quality of the Operator/Sponsor: SBM Offshore N.V. is the
ultimate parent to SBM Holding Inc. S.A., the main sponsor of the
transaction. The transaction benefits from SBM Offshore N.V.'s
solid business position, global leadership in leasing FPSOs and
overall strong operational performance of its fleet. The
transaction's rating is ultimately capped by Fitch's view of the
credit quality of the sponsor.
Stable Asset Performance: Asset performance is in line with
Fitch's expectations, tied to characteristics of the contract
including fixed rates, which provide for cash flow stability.
Average uptime levels have been consistently stable, averaging
98.9% during 2017 compared to a 96.8% average in 2016. Average
economic uptime levels, considering gas production and water
injection with bonus days, have averaged 107%, materially higher
than Fitch's base case assumption, including bonus, of 98.5%.
Leverage/Credit Enhancement: The key leverage metric for fully
amortizing FPSO transactions is DSCR. The transaction has
maintained quarterly DSCRs above trigger levels and above Fitch's
initial expectations. The rolling 12-month pre-opex DSCR for the
period ending December 2017 is 1.85x. This has allowed the
transaction the ability to withstand potential one-off events that
may negatively affect cash flows. While SBM Holding is
compensating the transaction structure for the cash flows lost by
the Leniency Agreement, the transaction's DSCRs would have been
able to withstand the reduction in cash flows and maintain
sufficient coverage in line with the rating level. Given the
expected stability of cash flows and SBM Holding's support, the
transaction's rating is not constrained by leverage and coverage
ratios.
Available Liquidity: The transaction benefits from a $26 million
debt service reserve account equivalent to the following two
quarterly payments of principal and interest (LoCs provided by ABN
Amro, 'A+'/Stable). As of December 2017, net debt balance closed
at approximately $345.84 million.
RATING SENSITIVITIES
The rating may be sensitive to changes in the credit quality of
Petrobras as charter off-taker and any deterioration in the credit
quality of SBM as operator and sponsor. In addition, the
transaction's rating may be impacted by the operating performance
of the FPSO Cidade de Anchieta.
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C H I L E
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CHILE: Brokers Accord to End Dockworkers Strike
-----------------------------------------------
EFE News reports that representatives of port operator Terminal
Pacifico Sur and on-call dockworkers in Chile's main Pacific port
of Valparaiso signed an agreement ending a 35-day walkout.
Labor Minister Nicolas Monckeberg and Transport Minister Gloria
Hutt were involved in the negotiations, according to EFE News.
The Valparaiso stevedores voted to settle for a package equivalent
to roughly $2,900 per worker, the report notes.
"We have been 30 days extensively dedicating ourselves to trying
to find points of agreement between the expectations of the
workers and the disposition of the company," the report quoted Mr.
Hutt as saying.
Cargo and passenger operations in the port of Valparaiso should
soon return to normal, he added.
"We will be lifting the strike at the end of the second shift,"
dockworkers leader Pablo Klimpel told reporters, adding that the
mobilization had succeeded in raising awareness of the precarious
nature of his members' employment, the report notes.
Not covered by the minimum-wage law, the on-call stevedores are
hired for one shift at a time, receive no benefits and have no
legal right to bargain collectively, the report relays.
Mr. Klimpel apologized to residents of Valparaiso for the
disturbances arising from the strike and the workers' protests,
which often led to confrontations with Chile's militarized
national police, the report adds.
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J A M A I C A
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JAMAICA: Banks Urged to Do More to Facilitate Online Operations
---------------------------------------------------------------
RJR News reports that local Digital Entrepreneurs are demanding
that banks do more to facilitate their online operations.
The Digital Entrepreneurs argue that they've been coming up with
creative ways to collect money from their clients and are
insisting that something be done to facilitate them in the formal
banking sector, according to RJR News.
The report notes that the entrepreneurs were speaking on the
latest episode of The Exchange: a Financial Gleaner and JNN
business forum.
Head of the Cyber Incidence Response Team (CIRT), Dr. Moniphia
Hewling, is urging Jamaicans to be extra careful in protecting
their personal and financial information during the festive
season, the report relays.
She says during this time of the year, there is usually an
increase in cybercrimes globally, as persons do more online
shopping, the report relays.
She says last-minute shoppers tend to fall victim as they go
online for special offers, the report discloses.
Dr. Hewling said persons need to double-check, call the business,
check the ratings and comments of customers of the company, and
try to verify the authenticity of the outlet before making a
purchase, the report says.
She noted that during this season, fake websites usually pop up,
imitating genuine ones, with the only difference being '.com'
instead of '.net' or with a letter missing, the report relays.
Additionally, the CIRT Head says persons need to also protect
their devices, ensuring that they have the most up-to-date
software and some sort of security, the report adds.
JAMAICA: Agree on Tax Convention With Japan
-------------------------------------------
RJR News reports that the governments of Jamaica and Japan have
agreed in principle on a tax convention between the two countries.
The convention includes provisions for the purposes of clarifying
the scope of taxation in the two countries, eliminating
international double taxation and preventing tax evasion and
avoidance, according to RJR News.
It is expected to promote further mutual investments and economic
exchanges between the two countries, the report notes.
The convention will be signed after the final text has been fixed
and the necessary internal procedures have been completed by each
of the two Governments, the report adds.
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M E X I C O
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AXTEL SAB: Pays Off Bank Loan
-----------------------------
telecompaper.com reports that Mexican operator Axtel has paid off
early part of its bank loan, for MXN4.35 billion. It used the
proceeds from selling part of its fiber assets, according to the
report.
This reduces the outstanding amount on the loan by 73 percent, to
MXN1.57 billion, as well as cutting the company's interest costs,
the report notes. Axtel said it will continue to work on ways to
improve its balance sheet, the report adds.
AXTEL SAB: Moody's Affirms Ba3 CFR & Alters Outlook to Stable
-------------------------------------------------------------
Moody's Investors Service affirmed Axtel, S.A.B. de C.V.'s Ba3
corporate family rating and senior unsecured rating.
Simultaneously, Moody's changed the ratings outlook to stable from
negative.
Outlook Actions:
Issuer: Axtel, S.A.B. de C.V.
Outlook, Changed To Stable from Negative
Affirmations:
Issuer: Axtel, S.A.B. de C.V.
Corporate Family Rating, Affirmed Ba3
Senior Unsecured Regular Bond/Debenture, Affirmed Ba3
RATINGS RATIONALE
The change in Axtel's ratings outlook to stable from negative
reflects the reduction in leverage derived from debt repayment
with proceeds from asset sales. On December 21, 2018, Axtel
announced the repayment of about MXN4.3 billion in syndicated loan
with net proceeds from the sale of a portion of its residential
fiber-to-the-home (FTTH) business to Grupo Televisa, S.A.B.
(Televisa, Baa1 stable), including 4,432 kilometers of fiber optic
network, for a consideration of MXN4.7 billion (around $230
million).
The asset sale was long awaited since February 2018, when Axtel
announced that it was considering selling its mass-market segment,
which focuses on fiber-optic service mainly for high-end
residential customers of Mexico's biggest metropolitan areas. The
implied enterprise value to EBITDA multiple of 7.5x, considering
an EBITDA of MXN630 million related to the assets sold, is in line
with Moody's preliminary estimates. Still, proceeds are somewhat
below Moody's original MXN5.2-MXN5.6 billion ($280-$300 million)
expectation, since Axtel sold only the business in the cities of
Monterrey, San Luis Potos°, Aguascalientes, Ciudad de Mexico,
Ciudad Juarez and the Zapopan municipality in the state of
Jalisco. Nevertheless, the transaction was material enough to
improve Axtel's credit profile and support the outlook change.
Moody's estimates that Axtel's gross debt/EBITDA ratio, including
the agency's standard adjustments, will be 3.8x at the end 2019,
from 4.7x at the end of 2017. Furthermore, the asset sale is also
in line with Axtel's strategy to focus on its core enterprise and
government segments, where it benefits from greater scale as well
as stronger market position and high operating margins.
Axtel's Ba3 corporate family rating continues to be supported by
its stable and solid margins, its strong customer base in the
enterprise segment, and long-term organic growth opportunities
amid rising demand for increased data speed and capacity and
related value-added services. The rating also reflects the
company's strong corporate governance under Alfa, S.A.B. de C.V.'s
financial policies and oversight. On the other hand, the rating
incorporates the Axtel's comparatively small size and limited
market shares in Mexico's highly competitive and fragmented
telecom industry.
In 2016, Axtel merged with Alestra, obtaining significant
synergies. Nevertheless, unfavourable economic conditions in
Mexico delayed the recovery of Axtel's credit profile toward
original post-merger expectations for the following years. In
2016-17, free cash flow remained negative because the company lost
certain government-related revenues due to federal budget
constraints; it also suffered from pressures in its capital
expenditures given the depreciation of the Mexican peso, which
negatively affected its dollar-denominated capex. Free cash flow
has turned slightly positive recently therefore the latest debt
reduction is key for Axtel to be able to reduce Moody's-adjusted
debt/EBITDA, which the rating agency believes will decline towards
3.5x during 2019. Further supporting Axtel's deleverage is Moody's
expectation that its EBITDA margin will remain stable at around
40%, which is a solid level for the Ba rating category.
Axtel's liquidity is good. As of September 30, 2018, cash on hand
of MXN652 million covered 1.3 times the company's short term debt.
After the recent debt repayment, Axtel will have virtually no
short term debt, significantly reducing its refinancing risk.
Moody's understands that the next large debt maturity, of about
MXN1.57 billion, is in 2022. Moreover, since 2017, Axtel has taken
important measures to lower its refinancing risk and improve its
capital structure. In June 2017, the company closed a sale and
lease back transaction with American Tower Corporation (Baa3
stable) for 142 telecommunication towers for approximately $56
million. In August 2018, Axtel also refinanced $172 million in US-
dollar denominated loan into Mexican pesos, and extended
maturities to a 10-year tenure. It is also positive that Axtel's
public leverage target is 2.5 times net debt to EBITDA, which the
company expects to achieve in 2020; in addition, Axtel's committed
revolving credit facility is fully available and matures in 2021.
Axtel has also been able to reduce its US-dollar foreign exchange
exposure. Considering the prepayment, around 60% of Axtel's
outstanding debt is US-dollar denominated.
The stable outlook on Axtel's ratings reflects Moody's expectation
that in 2019 the company's leverage will continue to decline,
supported by stable operating performance and further asset sales.
Axtel's ratings could be downgraded if weaker than anticipated
market conditions result in adjusted debt/EBITDA remaining above
3.5x, and adjusted EBITDA margin falling below 35%. Negative
pressure will also arise, if revenue growth is flat or declines or
if retained cash flow relative to debt falls below 10%. A
deterioration of the company's liquidity could also lead to a
downgrade.
The rating could be upgraded if Axtel is able to bring adjusted
EBITDA margin above 40% while keeping leverage around 2.5 times
and maintaining retained cash flow generation above 20% of total
debt.
Based in Monterrey, Mexico, Axtel is an integrated
telecommunications company providing bundled and information
technology services to Mexico's enterprise, government,
residential and small business sectors. The company is fully
consolidated by Alfa, S.A.B. de C.V. (Baa3 stable), which holds
52.8% of the subsidiary. For the last twelve months ended in
September 30, 2018, Axtel revenues totaled MXN 15.7 billion.
HIPOTECARIA SU CASITA: Moody's Withdraws Ratings on HSCCB08 A Debt
------------------------------------------------------------------
Moody's de Mexico, S.A. de C.V. has withdrawn the C(sf) and
C.mx(sf) ratings on Hipotecaria Su Casita's HSCCB 08 Series A
Certificates due to insufficient or otherwise inadequate
information to support the maintenance of the ratings. The ratings
were previously downgraded on June 6, 2012 to C(sf)/C.mx(sf).
RATINGS RATIONALE
Moody's has decided to withdraw the ratings because it believes it
has insufficient or otherwise inadequate information to support
the maintenance of the ratings.
Moody's has not received any monthly servicing reports since
September 2018, despite requests for this pending information.
The period of time covered in the financial information used to
determine Hipotecaria Su Casita - HSCCB 08's rating is between May
25, 2008 and August 28, 2018.
======================
P U E R T O R I C O
======================
RGE CARIBBEAN: Taps Tamarez CPA as Accountant
---------------------------------------------
RGE Caribbean LLC seeks approval from the U.S. Bankruptcy Court
for the District of Puerto Rico to hire Tamarez CPA, LLC as its
accountant.
The firm will assist the Debtor in the preparation of the
supporting documents for its reorganization plan; assist in the
preparation of monthly operating reports; and provide general
accounting and tax services for year-end reports and income tax
preparation.
Tamarez will charge these hourly fees:
Albert Tamarez-Vasquez, CPA $150
CPA Supervisor $100
Senior Accountant $85
Staff Accountant $65
The firm received a retainer of $5,000 from Miguel Roberto Camino
Landron, member and president of the Debtor.
Tamarez is "disinterested" as defined in Section 101(14) of the
Bankruptcy Code, according to court filings.
The firm can be reached through:
Albert Tamarez-Vasquez
Tamarez CPA, LLC
First Federal Saving Building
1519 Ave Ponce de Leon, Suite 412
San Juan, PR 00909-1723
Telephone: (787) 795-2855
Fax: (787) 200-7912
Email: atamarez@tamarezcpa.com
About RGE Caribbean
RGE Caribbean LLC is privately-held company in San Juan, Puerto
Rico, engaged in utility system construction.
RGE Caribbean sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. P.R. Case No. 18-07178) on Dec. 9, 2018. At the
time of the filing, the Debtor disclosed $1,353,420 in assets and
$1,904,761 in liabilities. The Hon. Edward A. Godoy is the case
judge. The Debtor tapped Figueroa Y Morgade Legal Advisors as its
legal counsel.
SOLUTIONS BY DESIGN: Seeks to Hire Gonzalez Cordero as Counsel
--------------------------------------------------------------
Solutions By Design, Inc., seeks authority from the U.S.
Bankruptcy Court for the District of Puerto Rico to employ
Gonzalez Cordero Law Offices, as counsel to the Debtor.
Solutions By Design requires Gonzalez Cordero to:
a. advise the Debtor with respect to its duties, powers and
responsibilities in this case under the laws of the U.S.
and Puerto Rico in which it conducts its operations,
do business or is involved in litigation;
b. advise the Debtor in connection with a determination
whether a reorganization is feasible and, if not, helping
Debtor in the orderly liquidation of its assets;
c. assist the Debtor with respect to negotiations with
creditors for the purpose of arranging the orderly
liquidation of assets and propose a viable plan of
reorganization;
d. prepare, on behalf of the Debtor, the necessary complaints,
answers, orders, reports, memoranda of law and any other
legal papers or documents;
e. appear before the bankruptcy court, or any court in which
the Debtor assert a claim, interest or defense directly or
indirectly related to this bankruptcy case;
f. perform such other legal services for the Debtor as may be
required in these proceedings or in connection with the
operation and involvement with the Debtors' business,
including but not limited to notarial services; and
g. employ other professional services, if necessary.
Gonzalez Cordero will be paid at these hourly rates:
Attorneys $200
Paralegals $75
Gonzalez Cordero will be paid a retainer in the amount of $6,000.
Gonzalez Cordero will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Nilda M. Gonzalez Cordero, partner of Gonzalez Cordero Law
Offices, 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
Debtor and its estates.
Gonzalez Cordero can be reached at:
Nilda M. Gonzalez Cordero, Esq.
GONZALEZ CORDERO LAW OFFICES
P.O. Box 3389
Guaynabo, PR 00970
Tel: (787)721-3437
E-mail: ngonzalezc@ngclawpr.com
About Solutions By Design
Solutions By Design Inc., filed a Chapter 11 bankruptcy petition
(Bankr. D.P.R. Case No. 18-06886) on Nov. 28, 2018, disclosing
under $1 million in assets and liabilities. The Debtor is
represented by Nilda M. Gonzalez Cordero, Esq., at Gonzalez
Cordero Law Offices.
TOYS R US: Trust and Purchaser Want to Enforce Plan
----------------------------------------------------
The TRU Trust 2016-TOYS, Commercial Mortgage Pass-Through
Certificates, Series 2016-TOYS, acting through Wells Fargo Bank,
National Association, as special servicer, and Purchaser TRU Trust
2016, LLC, ask the U.S. Bankruptcy Court for the Eastern District
of Virginia to authorize them to enforce the Amended Joint Chapter
11 Plan of Reorganization of Toys "R" Us Property Company II, LLC
and Giraffe Junior Holdings, LLC With Technical Modifications.
Pursuant to the Bidding Procedures Order, the Trust acted as
stalking horse bidder, with a credit bid for substantially all of
the Debtors' assets, including the Properties. The Trust held an
auction on Aug. 13 and 14, 2018. At the auction, the cash bids on
individual properties did not exceed the Credit Bid, and the Trust
was declared the successful bidder. After the auction, however,
the Debtors, with the consent of the Trust, released certain
Individual Properties to certain cash bidders for the prices
listed on Exhibit B to the Notice of Successful Bidder.
The Plan provided for the effectuation of the sales of Toys "R" Us
Property Co. II, LLC ("Propco II")'s assets. On Aug. 22, 2018,
the Court entered the Confirmation Order confirming the Plan. The
Effective Date of the Plan occurred on Sept. 7, 2018, by which
date the Debtors had closed on the sales of the Individual Sold
Properties, and the remaining Properties were transferred to the
Trust's designee, the Purchaser, pursuant to that certain
Agreement of Purchase and Sale, dated as of Aug. 30, 2018, between
Propco II, as the Seller, and the Purchaser. The Purchase
Agreement is incorporated by reference in the Plan and the
Confirmation Order and is approved by the Confirmation Order.
The Purchase Agreement provides for the sale by Propco II, and the
purchase by the Purchaser, of the following:
a. the Land and Improvements relating to the sites listed on
Exhibit A to the Purchase Agreement;
b. all intangible personal property, if any, owned by Propco
II and used in connection with the ownership, operation, leasing,
occupancy or maintenance of the Property, including, without
limitation, the Authorizations, escrow accounts, insurance
policies, general intangibles, business records, plans and
specifications, surveys and title insurance policies pertaining to
the Real Property and the Personal Property; all licenses, permits
and approvals with respect to the construction, ownership,
operation, leasing, occupancy or maintenance of the Property, any
unpaid award for taking by condemnation or any damage to the Land
by reason of a change of grade or location of or access to any
street or highway, and all Claims belonging to Propco II (which,
for the avoidance of doubt, will not include Claims against Propco
II) arising in connection with Propco II's ownership, leasing,
use, financing and/or operation of any Property, including
rejection Claims against Toys "R" Us-Delaware, Inc. resulting from
the rejection of the Master Lease and certain additional claims as
mutually agreed by Propco II and Purchaser in accordance with the
Plan; and
c. all FF&E situated on, attached to or used in the operation
of the Properties, and all furniture furnishings, equipment,
machinery and other personal property of every kind located on or
used in the operation of any Improvement and owned by Propco II,
if any, or the cash proceeds from the sale of any of the Tangible
Personal Property.
In addition, the Purchase Agreement provides that all cash on hand
in the possession of Propco II, or which it has rights to,
including without limitation, funds in any operating or working
capital account maintained by Propco II, any bank
accounts/reserves maintained pursuant to the Mortgage Loan
Agreement, or cash proceeds from the sales of the Seller's
Tangible Personal Property will be counted by Propco II and
Purchaser as of the applicable Adjustment Time, and will be
transferred to the Purchaser on the Closing Date.
Pursuant to the Plan, the Purchase Agreement, the Confirmation
Order, and various other orders of the Court, the Trust is
entitled to substantially all of the assets of Propco II.
Although Propco II's marketing and sale process centered on its
real properties, the Trust's credit bid also included the non-real
property collateral securing the Mortgage Loan. Despite several
formal and informal demands, the Debtors have not transferred to
the Trust or the Purchaser the proceeds of FF&E sold in going out
of business sales at Propco II stores -- which upon information
and belief, total approximately $2.8 million -- nor have the
Debtors provided the Trust or the Purchaser with any documents or
other evidence that the Trust or Purchaser is not entitled to such
funds.
Further, Toys "R" Us-Delaware, Inc. has taken action to deprive
the Purchaser of assets it purchased pursuant to the Plan and
Purchase Agreement by approaching utility providers for the former
Propco II properties and requesting that Utility Deposits be
transferred to Toys Delaware. These actions have required the
Purchaser to replenish those deposits in the aggregate amount of
not less than $350,000. As the Utility Deposits constituted the
Trust's collateral and Cash on Hand that was required to be
transferred to the Purchaser under the Purchase Agreement, Toys
Delaware should be compelled to return those funds to the
Purchaser.
Finally, the Debtors have failed to reimburse the Trust for
insurance premium refunds that are due the Trust pursuant to the
terms of the Adequate Protection Order. Accordingly, the Movants
respectfully ask that the Court exercises its statutory authority,
as well as its inherent power to enforce its own orders, and enter
an order requiring the Debtors to turn over all Propco II assets
acquired by the Trust or the Purchaser pursuant to the Plan, the
Purchase Agreement, the Adequate Protection Order, and the Wind
Down Order, including the proceeds of FF&E sales, Cash on Hand in
the form of Utility Deposits, and insurance premium refunds.
About Toys "R" Us
Toys "R" Us, Inc., was an American toy and juvenile-products
retailer founded in 1948 and headquartered in Wayne, New Jersey,
in the New York City metropolitan area. Merchandise was sold in
880 Toys "R" Us and Babies "R" Us stores in the United States,
Puerto Rico and Guam, and in more than 780 international stores
and more than 245 licensed stores in 37 countries and
jurisdictions. Merchandise was also sold at e-commerce sites
including Toysrus.com and Babiesrus.com.
On July 21, 2005, a consortium of Bain Capital Partners LLC,
Kohlberg Kravis Roberts, and Vornado Realty Trust invested $1.3
billion to complete a $6.6 billion leveraged buyout of the
company.
Toys "R" Us is a privately owned entity but still files with the
U.S. Securities and Exchange Commission as required by its debt
agreements.
The Company's consolidated balance sheet showed $6.572 billion in
assets, $7.891 billion in liabilities, and a stockholders' deficit
of $1.319 billion as of April 29, 2017.
Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its
Canadian subsidiary voluntarily filed for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No.
17-34665) on Sept. 19, 2017. In addition, the Company's Canadian
subsidiary voluntarily commenced parallel proceedings under the
Companies' Creditors Arrangement Act ("CCAA") in Canada in the
Ontario Superior Court of Justice. The Company's operations
outside of the U.S. and Canada, including its 255 licensed stores
and joint venture partnership in Asia, which are separate
entities, were not part of the Chapter 11 filing and CCAA
proceedings.
Grant Thornton is the monitor appointed in the CCAA case.
Judge Keith L. Phillips presides over the Chapter 11 cases.
In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis
International LLP serve as the Debtors' legal counsel. Kutak Rock
LLP serves as co-counsel. Toys "R" Us employed Alvarez & Marsal
North America, LLC as its restructuring advisor; and Lazard Freres
& Co. LLC as its investment banker. It hired Prime Clerk LLC as
claims and noticing agent. Consensus Advisory Services LLC and
Consensus Securities LLC, serve as sale process investment banker.
A&G Realty Partners, LLC, serves as its real estate advisor.
On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an
official committee of unsecured creditors. The Committee retained
Kramer Levin Naftalis & Frankel LLP as its legal counsel; Wolcott
Rivers, P.C., as local counsel; FTI Consulting, Inc., as financial
advisor; and Moelis & Company LLC as investment banker.
***********
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