TCRLA_Public/190301.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, March 1, 2019, Vol. 20, No. 44

                           Headlines



B R A Z I L

COMPANHIA SIDERURGICA: S&P Affirms CCC+ ICR, Outlook Positive
REDE D'OR: Fitch Affirms Long-Term IDR at BB, Outlook Stable
VALE SA: Moody's Cuts Sr. Unsec. Notes Rating to Ba1, Outlook Neg.
VALE SA: Moody's Cuts Sr. Unsec. Ratings to Ba1, Outlook Neg.


D O M I N I C A N   R E P U B L I C

DOMINICAN REPUBLIC: Moody's Affirms Ba3 Sr. Unsec. Bond Rating
DOMINICAN REPUBLIC: Power Plant of Scandal Comes Online
DOMINICAN REPUBLIC: Sectors To Sign Electric Pact


G U Y A N A

UC RUSAL: On Collision Course Over Dismissal of Striking Workers
[*] GUYANA: President to Meet with Elections Body and Oppositions


J A M A I C A

DIGICEL GROUP: Enters Digital Partnership With Turkcell's Lifecell
JAMAICA: Trade Deficit Reaches $4.2 Billion, STATIN Says


M E X I C O

MULTI-COLOR CORP: Moody's Reviews Ba3 CFR for Downgrade
SERVICIOS CORPORATIVOS: Fitch Corrects February 26 Ratings Release


P E R U

NAUTILUS INKIA: S&P Withdraws BB- Rating on $200MM Unsec. Notes


P U E R T O   R I C O

CHARLOTTE RUSSE: Hires Donlin Recano as Administrative Advisor
CHARLOTTE RUSSE: Hires Malfitano as Asset Disposition Consultant
CHARLOTTE RUSSE: Hires Mr. Cashman of Berkeley Research as CRO
CHARLOTTE RUSSE: Seeks to Hire A&G Realty as Real Estate Advisor
CHARLOTTE RUSSE: Seeks to Hire Bayard as Co-Counsel

PUERTO RICO HOSPITAL: Case Summary & 20 Top Unsecured Creditors


V E N E Z U E L A

CITGO PETROLEUM: Fitch Places 'B' LT IDR on Watch Negative

                           - - - - -


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B R A Z I L
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COMPANHIA SIDERURGICA: S&P Affirms CCC+ ICR, Outlook Positive
-------------------------------------------------------------
On Feb. 27, 2019, S&P Global Ratings affirmed its 'CCC+' global
scale and 'brBB+' national scale issuer credit ratings on Companhia
Siderurgica Nacional (CSN). At the same time, S&P affirmed its
'CCC+' issue-level ratings on CSN Islands XI Corp., CSN Islands XII
Corp., and CSN Resources S.A.'s senior unsecured notes. The
issue-level ratings remain at the same level as the issuer credit
ratings, reflecting the holding company's unconditional guarantee
and the recovery rating of '4', given the expected average recovery
of 40% (rounded estimate).

The positive outlook reflects CSN's improving operating
performance. This performance, as well as its debt refinancing with
several Brazilian banks, sale of CSN LLC for nearly R$1.7 billion,
and recently announced $500 million iron ore prepayment deal with
Glencore has alleviated CSN's liquidity pressures for the next 12
months. These factors have also given CSN financial flexibility to
meet the 2019 bond maturity this September. Nevertheless, S&P still
views the company's capital structure as unsustainable, especially
considering its $1 billion bond that matures in July 2020, for
which payment it currently sees a liquidity gap of around R$3
billion.

S&P said, "To meet this obligation, we believe CSN can benefit from
the current high iron ore prices and continued adjustments to
domestic steel prices, which will bolster cash flows. However, we
believe this might not be enough to meet the liquidity gap, and CSN
may need to depend on external factors not under its control to
raise liquidity, either by further asset sales, streaming
transactions, or additional debt refinancing. We expect CSN to
address its liquidity issues in the next few months, which could
result in an upgrade."

Last year, the company benefited from more favorable industry
conditions, which included gradually recovering domestic demand for
steel, leading to slightly increased volumes and enabling CSN to
enhance its sales mix with more value-added steel products. Higher
international steel prices and a depreciated Brazilian real also
boosted performance, allowing CSN to adjust prices in the domestic
market without affecting imported steel volumes, thus increasing
profitability. The company has already announced a 25% price
adjustment for automakers and a low-double digit adjustment for
other clients for next month without jeopardizing volumes.

CSN's investments in its mining assets also allowed it to post
positive premiums versus the reference price, which were also high
in 2018. The somewhat better operating performance of its cement
and logistics operations, as well as an improvement in working
capital management, also contributed to the higher free operating
cash flow (FOCF) generation in 2018, despite higher capital
expenditures (capex).

S&P said, "We believe that the company will be able to continue
improving its operating performance this year, helped by the rising
iron ore prices and volumes of its mining operations (production
should reach 31.5 million tons). We think CSN should also be able
to increase overall steel sales to around 5.2 million tons
following a high-single digit rise in demand in the domestic
market, despite of the sale of its U.S. operations.

"In our view, shareholder remuneration and the influence of the
holding company's credit quality could be a major risk for a
positive rating action and an important credit constraint for a
rating higher than 'B-' in the future. CSN announced a sizable
dividend distribution in 2018 that was blocked by the Brazilian
courts. However, we believe the company will make significant
payments to meet obligations at the holding level, since its
holding companies' (Vicunha Aços and Rio Iaco [not rated]) only
source of cash is the upstream dividend from CSN. If payouts
prevent CSN from improving liquidity and lowering debt, the broader
group's credit quality (assessed by consolidating the direct
holding companies' debt with CSN) may cap ratings improvements."

REDE D'OR: Fitch Affirms Long-Term IDR at BB, Outlook Stable
------------------------------------------------------------
Fitch Ratings has affirmed Rede D'Or Sao Luiz S.A.'s (Rede D'Or)
Long-Term Foreign Currency Issuer Default Rating (IDR) at 'BB',
Long-Term Local Currency IDR (LC IDR) at 'BBB-' and National Scale
long-term rating at 'AAA(bra)'. The Rating Outlook is Stable.

Rede D'Or's ratings reflect its solid competitive position in the
fragmented hospital industry in Brazil, strong brand, prominent
business scale, adequate capital structure and defensive nature of
its business, as its operating performance has proven resilience to
the economic downturn. The increasing imbalance between the
available supply of hospitals and the demand for these services in
Brazil is a positive consideration, as is the profile of Rede
D'Or's customers and its ability to pass along rising costs to its
counterparties. The company's strong business scale and bargaining
power are also key credit strengths.

The company's financial profile continues to reflect a capital
structure consistent with the current IDRs despite extraordinary
dividends of BRL2.3 billion during the past two years. These
dividends in conjunction with expansion capex (BRL2.5 billion) and
acquisitions (BRL1.1 billion) over the last two years have pushed
net adjusted leverage to around 3.0x. Rede D'Or is expected to
continue to manage its strong business growth (organic and
inorganic) and dividends distributions in a manner that will lead
to improvement in leverage metrics.

Fitch's base case scenario forecasts net adjusted leverage/EBITDAR
ratios of around 2.5x-3.0x and around BRL1.5 billion-BRL2.0 billion
in acquisitions during the next three years. Deviations from those
metrics on a consistent basis could trigger downward rating
actions. Rede D'Or is expected to maintain a robust liquidity
position as part of its proactive liability management strategy to
mitigate refinancing risks. The company's 'BB' FC IDR is capped by
Brazil's Country Ceiling (BB), as the company's operations are in
Brazil and it does not have assets or material cash held abroad to
help mitigate transfer and convertibility risk.

KEY RATING DRIVERS

Leading Business Position: Rede D'Or is the largest private
hospital network in Brazil's fragmented and underdeveloped hospital
industry. The company owns 41 hospitals (6.4 thousand operating
beds) and has seven under construction. The company has solid
business positions and large scale operations in its key markets:
Rio de Janeiro, Sao Paulo, Brasilia, Recife, Sao Luiz, Salvador and
Aracaju. Business scale is a key issue in this industry and Rede
D'Or's scale supports its ratings, as it allows for lower
fixed-costs and provides significant bargaining power with
counterparties and the medical community. This scale, in addition
to the company's strong brand, act as strong barriers to entry over
the medium term.

Strong Growth Strategy: Rede D'Or is expected to continue to pursue
both organic and inorganic growth, with a target of 9.7 thousand
operating beds by 2023. This is expected to be financed with a mix
of internal cash flow generation and new debt. The company has an
aggressive track record of acquisitions. From 2010 to December
2018, Rede D'Or acquired 26 hospitals, adding 4.1 thousand
operating beds. Rede D'Or also seeks to diversify its service
portfolio by expanding its ambulatory, oncology, and
advisor/consultor activities and by recently re-entering the
diagnostics market segment. Over the last five years, Rede D'Or
total debt has grown by BRL9 billion and BRL1.7 billion in equity,
which have supported BRL4.6 billion in capex, BRL2.5 billion in
acquisitions and BRL2.6 billion of dividends.

Solid Profitability: Rede D'Or has been efficient in increasing
profitability through economies of scale and in achieving synergies
from its acquisitions. The company has a track record of solid
turnaround on acquired assets. Rede D'Or's net revenue grew 119%
between 2014 and 2018, achieving BRL10.9 billion of revenues, while
operating beds expanded by 50% to 5.7 thousand. During this period,
the company's occupancy rate ranged from 79% to 81%, while its
EBITDAR margin expanded to 28% from 21%. Rede D'Or's operating
margin is amongst the highest of its hospital peers globally. In
the next three years, Fitch forecasts EBITDAR margins in the
28%-30% range.

FCF to Remain Negative in 2019: Rede D'Or's challenge remains to
increase its FCF generation, which compares poorly to other
investment grade peers. Despite the EBITDA gains over the last
years and some recent improvement in 2018, Rede D'Or's operating
cash flow generation remains pressured by high working capital
requirements, which is a business characteristic. FCF generation
has been historically negative, averaging negative BRL433 million
between 2014 and 2016, and reaching record levels of negative
BRL1.2 billion and BRL1.9 billion during 2017 and 2018. This
largely reflects the high capex and dividends distribution in the
same period. Under Fitch's base case scenario, Rede D'Or's CFFO,
EBITDAR and FCF for 2019 are expected to be approximately BRL895
million, BRL3.8 billion and negative BRL896 million, respectively.
Moving to 2020, lower capex should drive FCF to positive territory
if dividends distribution remains disciplined.

Leverage at Peak: Fitch projects Rede D'Or net adjusted leverage to
reach 3.1x in 2019 and to decline to 2.8x in 2020. During 2018, the
ratio increased to 3.2x from an average of 2.4x in the 2015-2017
period. The leverage improvement should result from the combination
of ongoing business growth and lower capex levels from 2020 on, as
major brownfields and greenfields decelerate, in addition to a
significant drop in dividends payouts during 2019. Fitch's forecast
considers minimum dividends of 25% net income. During 2017 and
2018, this payout ratio was 120% and 133% respectively.

Legal Contingencies: Rede D'Or is exposed to legal disputes that
are considered possible losses, for which no provisions have been
recorded. The most significant, in the amount of BRL1.2 billion,
refers to allegations by the Brazilian Internal Revenue Service
(IRS) that certain doctors that render services in Rede D'Or's
hospitals through legal entities would be effectively the company's
employees. Major disruptive outcomes from these disputes in terms
of changes in the company's business dynamics could be a concern,
but these are not incorporated into Fitch's base case scenario at
this time.

DERIVATION SUMMARY

Rede D'Or's ratings reflect the low business risk of the private
hospital industry in Brazil, in addition to Rede D'Or's positive
fundamentals, adequate capital structure and strong financial
flexibility. Rede D'Or compares well in terms of business scale and
operating margins with the non-profitable hospital Sociedade
Beneficente Israelita Brasileira - Hospital Albert Einstein
(Einstein; AAA(bra), explained by intrinsic business
characteristics. In terms of capital structure, Einstein has
stronger leverage ratios. Einstein's well distinguished brand and
reputation in the industry are also an important competitive
advantages, which translate to strong relationships with payers.

Compared to Diagnostico da America S.A (DASA), rated 'AA+(bra)',
another important player in the healthcare industry in Brazil, Rede
D'Or has better business risk due to the much lower competitive
pressure Rede D'Or faces. In terms of business scale, they both
have sound bargaining power with the healthcare providers and
insurance companies in Brazil and a strong brand in the industry.
The high relevance of Rede D'Or's business where it operates is a
key competitive advantage when discussing payments and pricing with
counterparties. Rede D'Or faces higher technological risks, but
Fitch considers it to be manageable at this time. Both companies
are showing aggressive growth strategies. From a financial risk
perspective, Rede D'Or shows lower leverage and greater financial
flexibility than DASA, resulting from Rede's ability to manage FCF
generation by reducing growth or dividends distributions.

On a global basis, the dynamics of the hospital industry and the
regulatory model in Brazil are not appropriately comparable to
other countries, as they are quite different. On a financial basis,
Rede D'or's operating margins and financial metrics look quite
sound compared to other rated hospitals within Fitch's global
universe.

KEY ASSUMPTIONS

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

  -- BRL1.5 billion-BRL2.0 billion in acquisitions up to 2021;

  -- EBITDA margins of around 25%-26%;

  -- High working capital needs, pressuring CFFO during 2019 and
2020;

  -- Capex of BRL1.5 billion in 2019 and average of BRL800 million
in 2021;

  -- Dividends of 25% net income.

RATING SENSITIVITIES

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

  -- Positive rating action for the FC IDR is limited by Brazil's
Country Ceiling of 'BB'.

  -- Rede D'Or ongoing aggressive growth strategy, through both
organic and M&A movements, pressuring its FCF, and, mostly, its
lack of geographic diversification, which leads to large exposure
to the local economy in Brazil limits the upward rating potential
of the 'BBB-' LC IDR.

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

The 'BBB-' LC IDR and 'AAA(bra)' National Scale rating could be
downgraded by:

  -- EBITDA margins declining to below 22%;

  -- Net adjusted leverage, measured by net adjusted debt/EBITDAR,
consistently above 3.0x and/or net debt/EBITDA above 2.5x;

  -- Deterioration of sound liquidity position, with
cash/short-term debt ratio below 1.0x on consistent basis, leading
to refinancing risk exposure;

  -- Major legal contingencies issues that represents a disruption
in the company's operations or to significant impact its credit
profile;

  -- A change in management's strategy with regard to its
conservative capital structure could also lead to a downgrade, as
could a deterioration in the company's reputation and market
position.

In case of the FC IDR and unsecured notes, both at 'BB', a
downgrade would be trigger by change in the Country Ceiling for
Brazil.

LIQUIDITY

Rede D'Or has a track record of keeping strong cash balances, with
an average coverage of cash to short-term debt of 3.5x during the
last five years. The company's financial flexibility is solid and
Rede D'Or has shown good access to the local credit market and,
during an early 2018 debut, the cross border bond market.

As of Dec. 31, 2018, the company had BRL13.6 billion of debt, of
which BRL729 million is due in the short term. Rede D'Or's cash on
hand (BRL4 billion) is sufficient to support debt amortization up
to mid-2023. Fitch expects that Rede D'Or will remain disciplined
with its liquidity position and will maintain its proactive
approach in liability management to avoid exposure to refinancing
risks. Around 25% of Rede D'Or's debt (excluding rental
obligations) is linked to USD, including USD500 million senior
unsecured notes due 2028. The company operates hedging instruments
to avowing currency mismatch risks, since its revenues are 100%
originated in Brazil. Rede D'Or does not have committed stand-by
facilities.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the following ratings:

Rede D'Or Sao Luiz S.A.

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

  -- Long-Term Local Currency IDR at 'BBB-';

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

The Rating Outlook is Stable.

Rede D'Or Finance S.a. r.l.

  -- USD500 million senior unsecured notes due 2028 at 'BB'.

Rede D'Or's FC IDR is constrained by Brazil's 'BB+' Country
Ceiling, and its Negative Outlook follows Fitch's Negative Outlook
for Brazil's sovereign rating (FC IDR BB). Rede D'Or operates only
in Brazil. The company does not have stand-by credit facilities
abroad.

VALE SA: Moody's Cuts Sr. Unsec. Notes Rating to Ba1, Outlook Neg.
------------------------------------------------------------------
Moody's America Latina Ltda. downgraded to Ba1 from Baa3 (on the
global scale) the senior unsecured notes (Debentures de
Infraestrutura) issued by Vale S.A. ("Vale") and confirmed the
Aaa.br national scale rating. At the same time, Moody's has
withdrawn Vale's Baa3/Aaa.br issuer rating and assigned a
Ba1/Aaa.br corporate family rating to Vale. The outlook for all
ratings changed to negative from rating under review for
downgrade.

These rating actions conclude the review for possible downgrade for
Vale's ratings initiated on 29 January 2019 in response to the
collapse of the tailings dam at the Corrego do Feijao mine in the
city of Brumadinho, state of Minas Gerais.

Ratings actions:

Issuer: Vale S.A.

Assignment: Corporate Family Rating: Ba1 (global scale) / Aaa.br
(national scale)

Withdrawal: LT Issuer Rating at Baa3 (global scale)/Aaa.br
(national scale)

BRL 1.35 billion Senior Unsecured Notes (Debentures de
Infraestrutura) due 2020 and 2022 -- downgraded to Ba1 from Baa3
(global scale); Aaa.br (national scale) confirmed.

BRL 1.0 billion Senior Unsecured Notes (Debentures de
Infraestrutura) -- downgraded to Ba1 from Baa3 (global scale);
Aaa.br (national scale) confirmed.

Outlook Actions:

Issuer: Vale S.A.

Outlook, Changed to Negative from Rating Under Review

RATINGS RATIONALE

Vale's downgrade to Ba1 reflects heightened credit risk after its
January 25 tailings dam collapse at Brumadinho and the considerable
uncertainties associated with the full impact and long-term
implications of this labor and environmental disaster for Vale's
overall credit profile, as well as the significant overhang of
litigation exposure and financial liability that is likely to
persist in the years to come. While Vale's robust financial
position provides a good cushion against the potential financial
impacts, the accident raises concerns from a social, environmental
and corporate governance perspective, in particular considering
that it occurred a little over three years after Samarco's tailings
dam collapse.

Following the accident, Vale has articulated a comprehensive
response effort to provide humanitarian assistance and emergency
financial aid to those affected, as well as to reinforce the
monitoring and inspection of dams. However, it remains uncertain at
this stage the full extent of costs, claims and the overall
business impact of this accident on Vale's reputation, operations
and financial results.

Even though the decommissioning of upstream tailings dams and the
suspension of the Laranjeiras dam operating license will lead to
temporary interruption of iron ore production of about 70 million
tons per year, Vale has operating flexibility that allows the
company to partially offset such loss with additional production in
other areas.

Vale's Ba1 ratings continue to be supported by the company's
diversified product base and low cost position, and substantive
portfolio of long lived assets of iron ore, nickel, copper and
coal. The enhanced production profile with S11D and significant
reduction in debt levels are also important factors for the Ba1
ratings, which better position Vale to withstand volatility in the
prices for its major products and now provides some cushion to the
costs associated with the accident.

Vale remains exposed to iron ore and base metals market
fundamentals. More robust economic growth rates in 2017 and earlier
in 2018 contributed to greater base metal and iron ore consumption
and a price rally, but there could be a moderate correction in iron
ore prices in the medium term, supported by slower global economic
growth, in particular in China, and lower price premiums. Besides,
Samarco continues to represent a contingent liability, while the
potential costs associated with Brumadinho's accident will remain a
constraint for the ratings in the foreseeing horizon.

The negative outlook incorporates the uncertainties around the
amount and timing of future cash outlays related to the accident.
Moreover, it also reflects the risks of ongoing investigations
about the cause of the accident and responsibilities.

The ratings could be stabilized should Moody's has more visibility
on the costs and financial liabilities that Vale will incur as a
result of the accident. Still, an upgrade on Vale's rating would
require a positive outcome for legal actions and investigations,
together with the maintenance of a solid liquidity, credit profile
and positive free cash flow generation, supported by leading market
positioning in its main segments and low-cost operations. An
upgrade would be also dependent on evidences of enhancement in the
company's corporate governance oversight and risk management and
controls. Quantitatively, an upgrade would also require Vale's
adjusted total debt/EBITDA to remain below 2.5x and EBIT/interest
expense above 5x on a sustainable basis.

Conversely, Vale's ratings could be downgraded should the ultimate
costs related to the disaster in Brumadinho be materially above
Moody's expectations due to higher fines and settlements,
litigations and class actions, or if operations are further
impaired, substantially affecting free cash flow generation.
Quantitatively, the ratings or outlook could suffer negative
pressure should conditions for iron ore and base metals
deteriorate, leading to lower profitability, with leverage ratios
(total debt to EBITDA) trending towards 3x or above and
EBIT/Interest expense falling below 4x. A marked deterioration in
the company's liquidity position would also precipitate a
downgrade.

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

Headquartered in Rio de Janeiro, Brazil, Vale S.A. (Vale) is one of
the largest mining enterprises globally. The company has (1)
substantive positions in iron ore and nickel, (2) relevant
operations in copper and coal, and (3) supplemental positions in
energy and steel production. Vale is the largest global supplier of
iron ore, with around 375 million tons of production as of the 12
months ended September 2018, and the largest global producer of
nickel, with 258,700 tons produced during the same period. The
company's principal mining operations are in Brazil, Canada,
Indonesia, New Caledonia and Mozambique. For the 12 months ended
September 2018, Vale had net operating revenue of $35.9 billion.

VALE SA: Moody's Cuts Sr. Unsec. Ratings to Ba1, Outlook Neg.
-------------------------------------------------------------
Moody's Investors Service has downgraded to Ba1 Vale S.A.
("Vale")'s senior unsecured ratings and the ratings on the debt
issues of Vale Overseas Limited fully and unconditionally
guaranteed by Vale. Moody's also downgrade to Ba2 the senior
unsecured ratings of Vale Canada Ltd. The outlook for all ratings
is negative.

At the same time, Moody's America Latina Ltda. has withdrawn the
Baa3/Aaa.br issuer rating of Vale S.A. and assigned a Ba1/Aaa.br
corporate family rating, while the ratings on its senior unsecured
local notes (Debentures de Infraestrutura) were downgraded to Ba1
(global scale) and confirmed at Aaa.br (national scale). The
outlook for all ratings is negative.

These rating actions conclude the review for possible downgrade for
Vale's ratings initiated on January 29, 2019 in response to the
collapse of the tailings dam at the Corrego do Feijao mine in the
city of Brumadinho, state of Minas Gerais.

Ratings actions:

Issuer: Vale S.A.

  - Senior Unsecured Notes due 2023, downgraded to Ba1 from Baa3

  - Senior Unsecured Notes due 2042, downgraded to Ba1 from Baa3

Issuer: Vale Overseas Limited

  - Gtd Senior Unsecured Notes due 2021, downgraded to Ba1 from
Baa3

  - Gtd Senior Unsecured Notes due 2022, downgraded to Ba1 from
Baa3

  - Gtd Senior Unsecured Notes due 2026, downgraded to Ba1 from
Baa3

  - Gtd Senior Unsecured Notes due 2034, downgraded to Ba1 from
Baa3

  - Gtd Senior Unsecured Notes due 2036, downgraded to Ba1 from
Baa3

  - Gtd Senior Unsecured Notes due 2039, downgraded to Ba1 from
Baa3

Issuer: Vale Canada Ltd.

  - Senior Unsecured Bonds due 2032, downgraded to Ba2 from Ba1

Outlook Actions:

Issuer: Vale Overseas Limited

  - Outlook, Changed to Negative from Rating Under Review

Issuer: Vale Canada Ltd.

  - Outlook, Changed to Negative from Rating Under Review

RATINGS RATIONALE

Vale's downgrade to Ba1 reflects heightened credit risk after its
January 25 tailings dam collapse at Brumadinho and the considerable
uncertainties associated with the full impact and long-term
implications of this labor and environmental disaster for Vale's
overall credit profile, as well as the significant overhang of
litigation exposure and financial liability that is likely to
persist in the years to come. While Vale's robust financial
position provides a good cushion against the potential financial
impacts, the accident raises concerns from a social, environmental
and corporate governance perspective, in particular considering
that it occurred a little over three years after Samarco's tailings
dam collapse.

Following the accident, Vale has articulated a comprehensive
response effort to provide humanitarian assistance and emergency
financial aid to those affected, as well as to reinforce the
monitoring and inspection of dams. However, it remains uncertain at
this stage the full extent of costs, claims and the overall
business impact of this accident on Vale's reputation, operations
and financial results.

Even though the decommissioning of upstream tailings dams and the
suspension of the Laranjeiras dam operating license will lead to
temporary interruption of iron ore production of about 70 million
tons per year, Vale has operating flexibility that allows the
company to partially offset such loss with additional production in
other areas.

Vale's Ba1 ratings continue to be supported by the company's
diversified product base and low cost position, and substantive
portfolio of long lived assets of iron ore, nickel, copper and
coal. The enhanced production profile with S11D and significant
reduction in debt levels are also important factors for the Ba1
ratings, which better position Vale to withstand volatility in the
prices for its major products and now provides some cushion to the
costs associated with the accident.

Vale remains exposed to iron ore and base metals market
fundamentals. More robust economic growth rates in 2017 and earlier
in 2018 contributed to greater base metal and iron ore consumption
and a price rally, but there could be a moderate correction in iron
ore prices in the medium term, supported by slower global economic
growth, in particular in China, and lower price premiums. Besides,
Samarco continues to represent a contingent liability, while the
potential costs associated with Brumadinho's accident will remain a
constraint for the ratings in the foreseen horizon.

Vale Canada's Ba2 ratings continue to reflect its weaker operating
performance compared to Vale's and the fact that Vale S.A. does not
guarantee the 2032 notes, while it continues to reflect Vale's
ability to support Vale Canada. The rating continues to reflect
this subsidiary's major position in the global nickel market, its
asset base and strategic importance to its parent.

The negative outlook incorporates the uncertainties around the
amount and timing of future cash outlays related to the accident.
Moreover, it also reflects the risks of ongoing investigations
about the cause of the accident and responsibilities.

The ratings could be stabilized should Moody's has more visibility
on the costs and financial liabilities that Vale will incur as a
result of the accident. Still, an upgrade on Vale's rating would
require a positive outcome for legal actions and investigations,
together with the maintenance of a solid liquidity, credit profile
and positive free cash flow generation, supported by leading market
positioning in its main segments and low-cost operations. An
upgrade would be also dependent on evidences of enhancement in the
company's corporate governance oversight and risk management and
controls. Quantitatively, an upgrade would also require Vale's
adjusted total debt/EBITDA to remain below 2.5x and EBIT/interest
expense above 5x on a sustainable basis.

Conversely, Vale's ratings could be downgraded should the ultimate
costs related to the disaster in Brumadinho be materially above
Moody's expectations due to higher fines and settlements,
litigations and class actions, or if operations are further
impaired, substantially affecting free cash flow generation.
Quantitatively, the ratings or outlook could suffer negative
pressure should conditions for iron ore and base metals
deteriorate, leading to lower profitability, with leverage ratios
(total debt to EBITDA) trending towards 3x or above and
EBIT/Interest expense falling below 4x. A marked deterioration in
the company's liquidity position would also precipitate a
downgrade.

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

Headquartered in Rio de Janeiro, Brazil, Vale S.A. (Vale) is one of
the largest mining enterprises globally. The company has (1)
substantive positions in iron ore and nickel, (2) relevant
operations in copper and coal, and (3) supplemental positions in
energy and steel production. Vale is the largest global supplier of
iron ore, with around 375 million tons of production as of the 12
months ended September 2018, and the largest global producer of
nickel, with 258,700 tons produced during the same period. The
company's principal mining operations are in Brazil, Canada,
Indonesia, New Caledonia and Mozambique. For the 12 months ended
September 2018, Vale had net operating revenue of $35.9 billion.



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

DOMINICAN REPUBLIC: Moody's Affirms Ba3 Sr. Unsec. Bond Rating
--------------------------------------------------------------
Moody's Investors Service has affirmed the Dominican Republic's
long-term issuer and the government's Ba3 senior unsecured bond
rating. The outlook remains stable.

The affirmation of the Dominican Republic's Ba3 rating is based on
the following key rating drivers

(1) The country's moderate economic strength, which balances a
fast-growing economy and income per capita levels above Ba peers,
against the relatively small size of the economy with growth
increasingly reliant on tourism.

(2) Very low fiscal strength, which reflects longstanding credit
challenges, namely a high exposure to foreign exchange risks,
coupled with an interest-to-government revenues ratio that is twice
as high as that of its peers. Despite robust GDP growth and fiscal
restraint, debt continues to rise.

(3) Low susceptibility to event risk, with external vulnerability
and government liquidity risks relatively contained.

The stable outlook reflects Moody's view that the Ba3 rating
captures the balance of risks to the Dominican Republic's credit
profile. Moody's expect economic growth to remain robust and
balance of payments and government liquidity risks to be contained.
At the same time, the rating agency expects government debt levels
to continue to rise, albeit moderately, and sees limited prospects
for reforms in the near term that would address the country's
fiscal constraints due to its limited tax base.

The long-term country ceilings for foreign currency bond and bank
deposits for the Dominican Republic remain unchanged at Ba1 and B1
respectively. Its short-term country ceilings for foreign-currency
bonds and bank deposits remain unchanged at Not Prime (NP).
Finally, the long-term local-currency bond and deposit ceilings
remain unchanged at Baa3.

RATINGS RATIONALE

RATIONALE FOR THE AFFIRMATION OF THE Ba3 RATING

FIRST DRIVER: ROBUST GROWTH AND INCOME LEVELS ABOVE PEERS BALANCE
INCREASING RELIANCE ON TOURISM

Dominican Republic's $81-billion economy is comparatively small on
a global scale, but larger than its Ba-rated peers and on average
12 times bigger than its Caribbean counterparts. Over the last
decade, the country has grown at an average 5.3% annually from 2009
to 2018. In 2018 real GDP grew 7%, the highest rate in Latin
America and the Caribbean. Moody's expects growth will continue to
outperform most of the region over the next year.

High growth has led to a rise in GDP per-capita to $17,329 (2017
data, PPP), higher than the median for Ba-rated sovereigns and more
than twice the median of the B-rated category. Economic growth and
targeted social spending over the last five years has helped reduce
poverty and unemployment, improving economic resilience.

Growth in the Dominican Republic has been broad-based, driven by
construction and free-trade zone manufacturing. Prospects in
tourism, a sector increasingly driving growth and employment,
remain strong. Tourist arrivals have grown strongly in recent
years, increasing at an average annual rate of 5.6% since 2010, as
ongoing growth in the US and diversification of tourism offerings
attracts visitors. Although around 40% of tourists still come from
the US, this percentage used to be 87% in 2000, as tourists now
originate from increasingly diversified sources. The Dominican
Republic has also been successful in boosting its market share in
world's leisure and business tourism, and the tourism industry
accounts for 17% of GDP, and 16% of total employment.

The expected slowdown in global growth and in particular in the US
will decelerate the strong GDP growth rates, particularly in
construction, services and other tourism-related sectors in the
Dominican Republic. That said, several factors suggest the
Dominican Republic's tourism offering will remain competitive
vis-à-vis tourism dependent economies, limiting a sharp decline in
tourism prospects. A flexible exchange rate, compared to the strict
currency peg that most Caribbean destinations have, improves the
country's price competitiveness. The Dominican Republic also has a
wide range of offerings, from low- to high-end tourism.

SECOND DRIVER: A VERY LOW (+) FISCAL STRENGTH DUE TO HIGH EXPOSURE
OF GOVERNMENT DEBT TO EXCHANGE RATE RISKS AND A VERY HIGH INTEREST
RATE BURDEN

A "Very Low (+)" fiscal strength assessment reflects the
government's fiscal challenges despite a recent track record of
fiscal restraint and stable fiscal deficits. These challenges
include high exposure to foreign exchange risks because close to
70% of government debt is denominated in foreign currency, higher
than the Ba-rated median. In terms of debt affordability, the
Dominican Republic compares unfavorably, with interest payments
representing 18% of government revenue in 2018, more than double
that of rating peers.

Despite strong economic growth and ongoing tax administration
reforms to increase the efficiency of tax collections, debt
continues to trend slowly up (debt-to-GDP is expected to be 40.4%
in 2019). Moody's considers that fiscal pressures from higher
interest rates due to deteriorating global financial conditions and
higher-than-expected transfers and subsidies stemming from rising
oil prices will maintain deficits hovering shy of 3% of GDP. A
large share of rigid current spending coupled with already low
public investment will add to fiscal inflexibility.

Importantly, there is a low correlation between GDP growth and
government revenues, since the sectors that drive economic growth
tend to be the ones benefiting the most from tax exemptions (i.e.
construction related to tourism, exports in free trade zones). A
large informal sector, tax evasion and the widespread use of
economic tax incentives result in a tax base that is much narrower
than what is observed in neighboring Caribbean countries,
constraining the ability of the government to reduce its deficit
and stabilize its debt burden.

Notwithstanding these constraints, Moody's believe that the
construction of the Punta Catalina coal plant, coupled with the
termination of other smaller projects by 2020, should reduce the
impact a rise in oil prices will have in the fiscal accounts by
decreasing the transfers from the central government to the
electricity companies to 0.5-0.6% of GDP a year according to the
government, reducing budgetary pressures (at its peak in 2012
transfers were $1.2 billion or 2% of GDP that year).

THIRD DRIVER: A LOW (+) SUSCEPTIBILITY TO EVENT RISKS HIGHLIGHTS
THAT EXTERNAL VULNERABILITY RISKS AND GOVERNMENT LIQUIDITY RISKS
ARE CONTAINED

Relatively low oil prices, strong remittance growth and
accumulation of international reserves have reduced external risks
in the last five years. Last year's current account deficit was
1.4% of GDP, higher than 0.2% reported in 2017 but still low by
historical standard. International reserves have experienced a
steady rise since 2014, reaching $7.7 billion in 2018, equivalent
to 4.4 months of imports. The External Vulnerability Indicator
(EVI), which is calculated as the ratio of upcoming external debt
repayments to foreign reserves, has slightly fallen to a recent
trough of just below 80%, on the back of strong reserve growth over
the last 5 years.

Going forward, Moody's expects positive external tailwinds to
subside as the US economy begins to slowdown. The US is the main
source of tourist earning and remittances. As a result, it is
likely that current account deficits will widen but to a 2%-3% GDP
level, not to 6%-7% of GDP reported in the early 2010's. Moody's
expects the flow of tourists to continue to increase as the country
continues to remain price competitive, expands its tourism offering
and branches out to other markets, notably Europe. Remittances have
proven to be resilient to GDP growth fluctuations and will continue
to increase, albeit at a slower pace. The completion of Punta
Catalina will also significantly reduce oil imports and the current
account's susceptibility to adverse oil price movements. Finally,
gold exports will continue to provide an average of 1.6% of GDP in
the next four years, a decline from a recent peak but still an
increase from almost zero in 2012 prior to the Barrick gold mine
coming on stream.

Government liquidity risk is mitigated by several improvements in
the debt structure, in particular the extension of average debt
maturity in the last years, and a relatively well developed
domestic financial market. In 2017, 32% of debt matured in less
than 5 years, whereas this percentage was 55% in 2008. Average debt
maturity is 9.7 years vs. 7.4 years in 2013 and 87% of debt is in
fixed rates. Main bondholders are domestic private pension funds,
large banks and non-residents.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's view that the Ba3 rating
captures the balance of risks to the Dominican Republic's credit
profile. Moody's expect economic growth to remain robust and
balance of payments and government liquidity risks to be contained.
At the same time, the rating agency expects government debt levels
to continue to rise, albeit moderately, and sees limited prospects
for reforms in the near term that would address the country's
fiscal constraints due to its limited tax base.

FACTORS THAT COULD LEAD TO AN UPGRADE

The credit profile could face upward pressure if there were to be
an improvement in debt affordability indicators, driven by a
structural increase in the government's revenue base and/or a
reduction in debt levels over several years. A significant decrease
in the exposure of government debt to exchange rate risks or the
implementation of reforms establishing credible debt sustainability
objectives would also support the credit profile.

FACTORS THAT COULD LEAD TO A DOWNGRADE

Lack of response from the authorities to address the long-term
underlying trend of a gradual rise in government indebtedness and
further erosion in the debt affordability indicators could lead to
a lower rating in the next two to three years. Fiscal slippage that
reverses progress on consolidation and accelerates the increase in
debt levels and/or funding costs could also lead to a lower rating.
A weakening of external accounts that results in a substantial
decrease of foreign exchange reserves and/or a structural
deterioration in the current account deficit could put downward
pressure on the credit profile.

GDP per capita (PPP basis, US$): 17,329 (2017 Actual) (also known
as Per Capita Income)

Real GDP growth (% change): 4.6% (2017 Actual) (also known as GDP
Growth)

Inflation Rate (CPI, % change Dec/Dec): 4.2% (2017 Actual)

Gen. Gov. Financial Balance/GDP: -3.5% (2017 Actual) (also known as
Fiscal Balance)

Current Account Balance/GDP: -0.2% (2017 Actual) (also known as
External Balance)

External debt/GDP: 42.9% (2017 Actual)

Level of economic development: Low level of economic resilience

Default history: At least one default event (on bonds and/or loans)
has been recorded since 1983.

On February 26, 2019, a rating committee was called to discuss the
rating of the Dominican Republic, Government of. The main points
raised during the discussion were: The issuer's economic
fundamentals, including its economic strength, have not materially
changed. The issuer's fiscal or financial strength, including its
debt profile, has not materially changed. The issuer's
susceptibility to event risks has not materially changed.

The principal methodology used in these ratings was Sovereign Bond
Ratings published in November 2018.

DOMINICAN REPUBLIC: Power Plant of Scandal Comes Online
-------------------------------------------------------
Dominican Today reports that on Feb. 27, the first unit of the
Punta Catalina Power Plant came online with an initial 36.5
megawatts to the national grid (SENI), State Electric Utility
(CDEEE) Chief Executive Officer Ruben Jimenez Bichara said.

The synchronization of the power plant at the center of the
Odebrecht US$92.0 million graft case had previously been announced
by president Danilo Medina in his February 27 state of the nation
address, according to Dominican Today.  "(The test) was carried out
successfully and marked the appropriate indicators for the regular
operation of this plant," the report quoted Mr. Bichara as saying.

The official said the SENI registered the plant's output and the
tests will continue with small injections of energy gradually until
reaching its maximum of 337 megawatts, the report notes.  "The
process will continue in the days to come and the plant will be
operating with coal, which implies an increase in the national
electricity supply," 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: Sectors To Sign Electric Pact
-------------------------------------------------
Dominican Today reports that the Economic and Social Council
disclosed the signing of the National Pact for the Reform of the
Electric Sector (Electric Pact), which has been on president Danilo
Medina's desk for several months and has been demanded by sectors
across the country.

Economic and Social Council (CES) Director Iraima Capriles said all
sectors are invited to the event in the National Palace, headed by
Medina and electricity sector representatives, according to
Dominican Today.

Although the dialogue for the Electricity Pact concluded in
November of 2017, it hadn't been signed because some sectors
insisted that the Punta Catalina power plant should be included,
among other issues, and the Government argued that the opposition
should assume a commitment, the report notes.

"The Economic and Social Council is made up of 45 members and its
members are being called together, as well as those who
participated and were summoned through decree 389-14, which are the
actors of the National Pact for the Reform of the Electricity
Sector, as the experts who contributed their knowledge to enrich
the covenant," the report quoted Mr. Capriles as saying.

In recent days several national sectors had expressed through the
media and social networks their demand for the signing of the Pact,
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.



===========
G U Y A N A
===========

UC RUSAL: On Collision Course Over Dismissal of Striking Workers
----------------------------------------------------------------
Caribbean360.com reports that Guyana Minister of Social Protection
Amna Ally said government will have to examine the future of the
operations of the United Company Russian Aluminum (RUSAL) in
Guyana, after the company refused to rehire 61 employees it fired
for going on strike earlier this month and further announced that
it was sending home more workers.

Mr. Ally, along with Minister within the Ministry of Social
Protection, with responsibility for Labor, Keith Scott, met for the
second time with the RUSAL officials to try to iron out the issues,
according to Caribbean360.com.  While Minister Ally was expecting
some positive information on the way forward, Director of Aluminum
and Bauxite Department Vladimir Permyakov, instead, laid out an
11-point position the company has taken, none of which the
government supports, the report relays.

Instead of reinstating the workers, as expected, the RUSAL
representative said dismissed workers who wish to continue working
would have to reapply after which they could write their demands to
the company, the report notes.

He said the company would sign a new labour contract with the
workers, the report discloses.

The report relays that the enterprise has also commenced
disassembling machinery.  The company's representative said
operators of those machines will be dismissed with full pay, the
report notes.

Minister Ally says RUSAL's management is unreasonable and that it
has taken an unthinkable position on the matter, the report notes.

"It is very clear that you do not want an amicable solution to this
matter, because you have put on the table issues to the government
of Guyana which says take it or leave.  I believe that this is very
unreasonable for you to do," she told the company's
representatives, adding that nothing agreed to prior had been
honored, the report says.

The report discloses that the ministerial team also learned that
another 30 workers were sent notices by Personnel Manager, Mikhail
Krupenin, informing them that their department was down and that
they were out of work for the time.

While workers are being dismissed, the company is at the same time
seeking out other persons to join a new shift, the report relays.

Minister Ally said the move is ludicrous, the report notes.

"Why do you want to punish the existing workers instead of settling
a dispute which is existing?" she questioned, notes the report.  "I
can tell you for sure we definitely have to look at the future of
the company.  This is not right for workers to be punished in this
respect," she added.

Minister with responsibility for Labour, Keith Scott said the
government will not go back on its word of supporting the workers,
the report notes.

"Workers have the right to organize and strike, and you cannot make
any moves against that.  Any time you dismiss 60 . . . . you are
sending a psychological message that you are the master of them,
and they dare not strike," he said, the report adds.

[*] GUYANA: President to Meet with Elections Body and Oppositions
-----------------------------------------------------------------
Caribbean360.com reports that President David Granger has written
to the Guyana Elections Commission (GECOM) and the Leader of the
Opposition Bharrat Jagdeo for separate consultations to be held on
the issue of general and regional elections, as the
constitutionally required deadline for holding the polls
approaches.

Minister of State Joseph Harmon said the President's planned
meetings come as a result of a letter he received from Chairman of
GECOM, retired Justice James Patterson who related the outcome of a
commission vote, that the elections body could not organize
credible elections within three months' time and that it would
require an appropriation of funds from the National Assembly,
according to Caribbean360.com.

"The President, having received that letter, responded to the
Chairman of the GECOM indicating to the Commission that he noted
the concerns, which were raised in the letter and he has asked that
the Commission stands ready to commence a consultation with him on
the operational readiness of the Elections Commission to deliver a
credible election," Mr. Harmon reported, the report relays.

"He noted, of course, their concerns that there was not enough or
any appropriation made in the 2019 Budget for anything other than
house to house registration and that the Elections Commission was
going to proceed with their program of house to house
registration," he added.

Following his People's Progressive Party's successful no confidence
motion against the government on December 21 2018 in the National
Assembly, Mr. Jagdeo has been demanding that elections be held by
March 19, as outlined by the Constitution which states that
elections should be held within 90 days of a government losing such
a motion, the report discloses.

The report relays that Mr. Harmon said that based on the issues
raised in Patterson's letter, President Granger, who left the
country for Cuba where he is continuing medical treatment for
cancer, has asked to meet with the Opposition Leader.

"He, in fact, instructed me to write the Leader of the Opposition,
which I did, and I pointed out that the President was inviting
[him] to a consultation on the March 6, 2019 at 11 a.m. at the
Ministry of the Presidency," the Minister of State said, the report
adds.



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

DIGICEL GROUP: Enters Digital Partnership With Turkcell's Lifecell
------------------------------------------------------------------
RJR News reports that Digicel Group signed a partnership agreement
with Turkcell's Lifecell as it lays out its path to becoming a
digital lifestyle partner for customers across the Caribbean,
Central America and Asia Pacific.

Digicel is the first global operator to join the Lifecell
partnership which sees the two companies bringing their telecoms
abilities together, with Digicel accessing Turkcell's Lifecell
platforms and expertise to create a digital future for its
customers in 31 markets, according to RJR News.

Explaining the move, Digicel Group Chief Executive Officer
Jean-Yves Charlier said this strategic partnership enables the
company to go faster and further, the report notes.

It will assist in driving new revenues whilst reducing churn and
enhancing the brand, the report adds.

As reported in the Troubled Company Reporter on Jan. 21, 2019,
Moody's Investors Service appended the "limited default"
designation to the probability of default rating of Digicel Group
Limited, following the completion of its exchange offer, which
Moody's considers as a distressed exchange under its definition of
default, and upgraded Digicel's PDR to Caa1-PD/LD from Caa3-PD. At
the same time, Moody's upgraded the rating of the new 2022 notes
issued at Digicel Group One Limited to Caa1 from Caa2, assigned a
Caa3 rating to the new 2022 notes at Digicel Group Two Limited and
downgraded the rating of the new 2024 notes at DGL2 to Caa3 from
Caa2. Moody's affirmed Digicel's Caa1 corporate family rating, as
well as the ratings of its other debt instrument. The outlook on
all ratings remains stable. The LD designation will be removed
within three business days.

JAMAICA: Trade Deficit Reaches $4.2 Billion, STATIN Says
--------------------------------------------------------
RJR News reports that the Statistical Institute of Jamaica (STATIN)
is reporting that the country's trade deficit for 2018 amounted to
$4.2 billion.

That was a 1.8 per cent increase over 2017, according to RJR News.

STATIN says expenditure on imports amounted to $6 billion which was
10.7 per cent higher than the similar period in 2017, the report
notes.

Revenue from total exports increased by 37.8 per cent, the report
adds.

As reported in the Troubled Company Reporter-Latin America on
Sept. 27, 2018, S&P Global Ratings revised its outlook on
Jamaica to positive from stable. At the same time, S&P Global
Ratings affirmed its 'B' long- and short-term foreign and local
currency sovereign credit ratings, and its 'B+' transfer and
convertibility assessment on the country.



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

MULTI-COLOR CORP: Moody's Reviews Ba3 CFR for Downgrade
-------------------------------------------------------
Moody's Investors Service placed the Ba3 corporate family rating,
Ba3-PD probability of default rating, and all instrument ratings of
Multi-Color Corporation under review for downgrade. The review
follows the announcement that Platinum Equity LLC, through a merger
with its portfolio company, W/S Packaging Holdings, Inc., agreed to
acquire Multi-Color Corporation. Under the terms of the agreement,
which has been unanimously approved by Multi-Color Corporation's
Board of Directors, Multi-Color Corporation shareholders will
receive $50.00 in cash for each share of common stock they own, in
a transaction valued at $2.5 billion including the assumption of
$1.5 billion of debt. Upon consummation of the transaction,
Multi-Color Corporation will become a wholly owned subsidiary of
W/S Packaging Holdings, Inc. The transaction is subject to
customary closing conditions, including shareholder approval, and
is expected to close during the third calendar quarter of 2019.

Both companies manufacture labels and operate in many of the same
end markets.

On Review for Downgrade:

Issuer: Multi-Color Corporation

  - Probability of Default Rating, currently Ba3-PD

  - Corporate Family Rating, currently Ba3

  - Senior Secured Bank Credit Facility, currently Ba2 (LGD2)

  - Senior Unsecured Notes, currently B2 (LGD5)

Remains Unchanged

Issuer: Multi-Color Corporation

  - Speculative Grade Liquidity Rating, currently SGL-2

Outlook Actions:

Issuer: Multi-Color Corporation

  - Outlook, Changed To Rating Under Review From Stable

RATINGS RATIONALE

The review for downgrade reflects the potential additional debt
from the proposed merger and both company's elevated credit
metrics. Both company's credit metrics remain elevated following
their respective most recent transactions. Additionally, the
proposed merger is likely to include some debt financing which
would cause further deterioration in credit metrics. The ultimate
impact on the rating will depend upon the terms of the final deal,
the final capital structure and the projected plan to reduce debt
and improve credit metrics. The ratings could potentially be
downgraded more than one notch depending upon the ultimate
financing and terms of the deal given the current credit metrics
and size of the proposed merger.

Strengths in Multi-Color Corporation's (MCC) credit profile include
its scale relative to competitors in the highly-fragmented label
industry, significant exposure to the food and beverage end market,
and geographic diversity. The rating also reflects the company's
long term relationships with blue-chip customers and exposure to
faster growing emerging markets.

Challenges in MCC's credit profile include concentration of sales,
lengthy lags in contractual cost pass-throughs and the fragmented
and competitive industry structure. MCC generates approximately 49%
of revenue from its top ten customers. Lags for the company's
contractual cost pass-throughs are lengthy and not all costs are
passed through. The company operates in a fragmented and
competitive industry with significant price competition.

Multi-Color Corporation is a publicly-traded global label producer
serving end markets including home & personal care, wine & spirit,
food & beverage, healthcare, and specialty consumer products.
Headquartered in Cincinnati, Ohio, the company generated revenue of
$1.7 billion for the twelve months ended December 31, 2018.

Headquartered in Green Bay, WI, W/S Packaging Holdings, Inc. is a
provider of pressure sensitive labels, flexible film packaging and
other packaging solutions for the food and beverage, health and
beauty, and consumer products markets. Approximately 96% of the
company's revenue is generated in the US with the remainder
primarily from Canada, Europe and Mexico. W/S Packaging generates
approximately 70% of sales from pressure sensitive labels. Paper is
the primary substrate. Revenue for the twelve months ended
September 30, 2018 was approximately $432 million. W/S has been a
portfolio company of Platinum Equity since 2017.

The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass, and Plastic Containers published in
May 2018.

SERVICIOS CORPORATIVOS: Fitch Corrects February 26 Ratings Release
------------------------------------------------------------------
Fitch Ratings replaced a ratings release published on February 26,
2019 on Servicios Corporativos Javer, S.A.B. de C.V.'s (Javer) to
include information on the assumptions used for the Recovery Rating
on the senior unsecured notes and provides additional criteria
references.

The revised release is as follows:

Fitch Ratings has affirmed Servicios Corporativos Javer, S.A.B. de
C.V.'s (Javer) Long-Term Local and Foreign Currency Issuer Default
Ratings (IDRs) at 'B+' and affirmed Javer's outstanding USD159
million senior notes due 2021 at 'B+'/'RR4'. The Rating Outlook is
Stable.

Javer's ratings and Stable Outlook are supported by the company's
solid business position as one of the largest homebuilding
companies in Mexico, its ability to adjust its sale strategy to
market dynamics and moderate net debt to EBITDA levels. The company
specializes in the construction of affordable entry-level,
middle-income and residential housing. Operations are concentrated
in the states of Nuevo Leon and Jalisco. Javer's geographic
footprint includes some of the Mexican states with the highest
income per capita and positive economic and population growth
trends. These factors have a positive correlation with the number
of available mortgages offered by the Infonavit system.

The company's debt has remained relatively stable after the debt
repayment completed in 2016 with the proceeds from the company's
IPO and cash on hand. Javer's debt is composed primarily of senior
unsecured notes for USD159 million which mature in April 2021. Net
leverage ratios (net debt / EBITDA) have remained below 3.0x since
2016 and are expected to remain below 3.0x during the rating
horizon. Fitch's previous year's assumptions included a successful
refinancing of the notes prior to maturity. The company has been
actively working for the past couple of years on refinancing its
senior notes but has been unable to complete this process. While
the company's liquidity in the form of cash balance is sound
compared to short-term debt obligations (Dec. 31, 2018 MXN579
million in cash and short-term debt of MXN150 million), Javer's
refinancing risk is gradually increasing as the maturity date of
the notes approaches. The ratings could be pressured if the company
does not complete or secure financing alternatives in the coming
months.

The 'RR4' Recovery Rating for the senior notes issuance indicates
average recovery prospects given default. 'RR4' rated securities
have characteristics consistent with historically recovering
31%-50% of current principal and related interest.

KEY RATING DRIVERS

Leading Market Position: Javer is the leading homebuilding company
in Mexico based on the number of units sold through the Infonavit
system. During 2018, the company sold 18,962 units, out of which
91.7% were through Infonavit mortgages to final clients and 2.0%
were sold through Cofinavit. The company holds a leading position
in its main markets (states of Nuevo Leon and Jalisco). Javer has
presence in some of the states with the highest income per capita
(Nuevo Leon, Jalisco and Queretaro) and positive economic and
population growth trends (Queretaro and Estado de Mexico); these
variables have a positive relation with the number of available
mortgages through the Infonavit system. Javer remains the leader of
new homes sold through the Infonavit system with 9.3% of the new
housing units sold in Mexico during 2018.

Ability to Adjust Sales Strategy: The company has shown the ability
to adjust its sales strategy according to market dynamics. Housing
demand is exposed to consumer income and population growth. For
year-end 2018, 79.9% of the company's units sold were middle-income
houses, 13.1% were affordable entry level and the remaining 7.1%
were residential houses. Average sale price for Javer during 2018
was MXN437.0 thousand, up from MXN398.5 thousand in 2017. Given the
uncertain market conditions regarding subsidies to low-income
houses, the company shifted its sales mix toward middle-income and
residential housing. Fitch's projections do not consider any
housing units sold with subsidized prices and estimate an average
sale price above MXN510 thousand as the portfolio moves to
middle-income and residential housing.

Limited Geographic Diversification: Historically, revenue has been
concentrated in only two states. As of Dec. 31, 2018, 59.6% of the
total revenue was generated in Nuevo Leon and Jalisco, relatively
in line with 63.0% in the previous year. This concentration
increases the company's dependence upon specific local and
municipal governments to secure land and permits, and translates
into exposure to individual market dynamics. This concentration has
been decreasing gradually as the company increases operations in
other markets such as Estado de Mexico and Quintana Roo.

FCF Key to Maintain Stable Leverage Ratios: Javer's average
pre-dividend FCF continues to be robust and can potentially be used
to reduce debt. During 2018 increased investments in land, above
the company's policy of replacing the land inventory used, lowered
cash flow generation. The company's FCF was negative MXN263.2
million; additional land purchased during 2018 will be utilized in
the next couple of years. Fitch expects Javer will continue with a
strict working capital management, which could be translated into a
neutral to positive FCF generation. Dividend payments are subject
to shareholders' approval annually and were absent during 2018 in
light of the additional working capital requirements.

Approaching Maturity Date: The company's financial flexibility
could be pressured as the notes come closer to their due date.
Javer has no material debt maturities until its senior notes come
due in April 2021. Fitch's projections assume a successful
refinancing of the notes prior to maturity, during 2019. Javer
continues working on the execution of its refinancing strategy. The
company has maintained a relatively stable debt level since the
debt repayment completed in 2016 with the proceeds from the
company's IPO and cash on hand. Net leverage ratios (net debt /
EBITDA) have remained below 3.0x since 2016. Fitch estimates that
this ratio will continue below 3.0x and strengthen toward 2.5x
during the rating horizon, as a result of expected higher EBITDA.
Fitch expects a challenging business environment in 2019, resulting
from increased uncertainty in the political landscape, low GDP
growth and increased interest rates.

Javer's financial strategy includes the use of hedges to mitigate
FX exposure; these hedges cover both interest payments and
principal until April 2020. If the partial hedges were taken into
consideration, the result of a 20% depreciation of the Mexican peso
against the U.S. dollar would be mitigated and could result in an
increase of net leverage, measured as net debt/EBITDA, of only
0.3x; interest coverage could fall by 0.3x.

DERIVATION SUMMARY

Javer's rating is supported by its market leadership and product
diversification in Mexico. The company continues to be leader of
new homes sold through the Infonavit system in Mexico, representing
9.3% of units sold nationwide as of Dec. 31, 2018. Javer's
operations are concentrated in seven states where the company holds
the largest or second-largest market share.

Homebuilding companies in the U.S. such as KB Homes (formerly
Kaufman and Broad Home Corp.) (BB-/Stable), Beazer Homes USA, Inc.
(B-/Positive), M/I Homes, Inc. (BB-/Stable) and Meritage Homes
Corporation (BB/Stable) are larger in scale in terms of revenues
and market diversification. Compared with Javer, U.S. peers have
weaker EBITDA margins and net leverage metrics, similar interest
coverage and stronger FCF margins. Also, U.S. peers have access to
a broader range of sources of financing. The U.S. macroeconomic
indicators include lower interest rates and lower unemployment
rates than the Mexican market. Javer is exposed to FX volatility as
90.9% of its debt is U.S. dollar-denominated while all revenues are
generated in Mexican pesos. The company partially mitigates
currency mismatch with financial hedges for interest and principal
payments

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Its Rating Case for Javer include:

  -- Revenue decreases as sales mix does not contemplate affordable
entry level houses, which revenues are partially offset by higher
middle income and residential housing units sold;

  -- Average sales price increases to above MXN500 thousand as
sales mix shifts;

  -- EBITDA margin remains at current levels of 12%;

  -- No material working capital requirements until 2021;

  -- Annual dividends based on previous years' cash flow generation
and future expenses;

  -- The company maintains current debt levels and successfully
refinances the notes due in 2021;

  -- Net Debt/ EBITDA improves toward 2.5x by 2021 due to higher
EBITDA generation.

The recovery analysis assumes that Javer would be considered a
going-concern in bankruptcy and that the company would be
reorganized rather than liquidated. Fitch has assumed a 10%
administrative claim. The going-concern EBITDA estimate reflects
Fitch's view of a sustainable, post-reorganization EBITDA level
upon which Fitch bases the valuation of the company.

The post-reorganization EBITDA assumption is MXN555.7 million,
which represents close to 56% of discount estimated EBITDA
generation for 2018, reflecting a distressed level of revenue
generation. An EV multiple of 4.5x was used to calculate a
post-reorganization valuation based on a company that operates in
the Mexican homebuilding industry.

Fitch calculates the recovery prospects for the senior secured
notes above 51% based on a waterfall approach. This resulted in a
Recovery Rating of 'RR3', which, according to Fitch Methodology,
implies that the notes could be rated one notch above the IDR. The
country specific treatment of Recovery Rating criteria constrains
the upward notching of IDRs to reflect recovery expectations for
corporate finance entities based on the impact of country-specific
factors. Fitch applies caps to instrument ratings for a given
jurisdiction. These reflect the agency's view that average
recoveries are likely to be lower in regimes that are debtor
friendly and/or have weak enforceability and higher in regimes that
are creditor-friendly and/or have strong enforceability. Countries
are ranked according to their average scores and put into one of
four groups based on creditor friendliness and respect for rule of
law. Mexico is ranked in Group D, and therefore issuers in Mexico
can have Recovery Ratings of up to 'RR4'.

RATING SENSITIVITIES

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

  - Strong operational results, reaching revenue targets in the
near future while improving EBITDA margin;

  - Continued positive FCF generation across the cycle and net
adjusted leverage (net debt/EBITDA) at or below 2.0x;

  - The successful refinancing of the outstanding USD159 million
notes due 2021, reducing the FX exposure.

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

  - Sustained EBITDA margin reductions below current level of 12%;

  - Land investment levels substantially above current expectations
of investing to replace land reserves used;

  - Negative FCF for consecutive years driven by increasing working
capital needs;

  - Net debt to EBITDA above 3.0x;

  - A material stall in current refinancing strategy on the senior
notes due 2021.

LIQUIDITY

Adequate Liquidity but Refinancing Risk Exists: The company's
ratings assume the successful refinancing of the notes towel ahead
of their maturity. Javer's financial flexibility is gradually
diminishing as the company has been unable to find alternate
sources of financing. Javer maintains sound liquidity related to
short-term debt maturities and projected investments. As of Dec.
31, 2018, the company's short-term debt of MXN150 million
represented 4.6% of the total debt, while cash balances were MXN579
million. The capex plan for the next few years is expected to be
funded with the internally generated cash flow and cash on hand.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the following ratings:

Servicios Corportativos Javer, S.A.B. de C.V.

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

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

  -- Senior unsecured notes for USD159 million due 2021 at
'B+'/'RR4'.

The Rating Outlook is Stable.



=======
P E R U
=======

NAUTILUS INKIA: S&P Withdraws BB- Rating on $200MM Unsec. Notes
---------------------------------------------------------------
S&P Global Ratings withdrew its 'BB-' rating on the proposed $200
million senior unsecured bullet notes due 2028, which Nautilus
Inkia Holdings LLC, Nautilus Distributions Holdings LLC, and
Nautilus Isthmus Holdings LLC intended to co-issue.

S&P assigned the rating on the proposed notes on Nov. 29, 2018, and
S&P is now withdrawing it because the company postponed the
issuance due to market conditions.




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

CHARLOTTE RUSSE: Hires Donlin Recano as Administrative Advisor
--------------------------------------------------------------
Charlotte Russe Holding, Inc., and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Donlin Recano & Company, Inc., as administrative
advisor to the Debtors.

Charlotte Russe requires Donlin Recano to:

   a. assist with, among other things, solicitation, balloting,
      and tabulation of votes, and prepare any related reports,
      as required in support of confirmation of a chapter 11
      plan, and in connection with such services, process
      requests for documents from parties in interest, including,
      if applicable, brokerage firms, bank back-offices, and
      institutional holders;

   b. prepare an official ballot certification and, if necessary,
      testify in support of the ballot tabulation results;

   c. assist with the preparation of the Debtors' schedules of
      assets and liabilities and statements of financial affairs
      and gather data in conjunction therewith;

   d. provide a confidential data room, if requested;

   e. manage and coordinate any distributions pursuant to a
      chapter 11 plan; and

   f. provide such other processing, solicitation, balloting, and
      other administrative services described in the Engagement
      Agreement, but not covered by the Section 156(c) Order, as
      may be requested from time to time by the Debtors, the
      Court, or the Office of the Clerk of the Bankruptcy Court
      (the "Clerk").

Donlin Recano will be paid at these hourly rates:

     Executive Staff                              No Charge
     Senior Bankruptcy Consultant                 $117-$149
     Case Manager                                 $81-$117
     Technology/Programming Consultant            $54-$90
     Consultant/Analyst                           $45-$72
     Clerical                                     $22-$41

Donlin Recano will be paid a retainer in the amount of $25,000.

Donlin Recano will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Nellwyn Voorhies, partner of Donlin Recano & Company, Inc., 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.

Donlin Recano can be reached at:

     Nellwyn Voorhies
     DONLIN RECANO & COMPANY, INC.
     6201 15th Avenue
     Brooklyn, NY 11219
     Toll Free Tel: (800) 591-8236

                 About Charlotte Russe Holding

Charlotte Russe Holding, Inc., is a specialty fashion retailer of
young women's apparel and accessories comprised of seven entities.

The company and its affiliates are headquartered in San Diego,
California and have one distribution center located in Ontario,
California. In addition, the companies lease office space in Los
Angeles, California and San Francisco, California, where they
primarily conduct merchandising, marketing, e-commerce and
technology functions.

The companies sell their merchandise to customers in the contiguous
48 states, Hawaii, and Puerto Rico through their online store and
512 Charlotte Russe brick-and-mortar stores located in various
regional malls, outlet centers, and lifestyle centers.  The bulk of
the companies' apparel and accessory products are sold under the
Charlotte Russe brand with ancillary brands for denim and perfume
(Refuge), young women's plus-size apparel (Charlotte Russe Plus),
and cosmetics (Charlotte by Charlotte Russe).

Charlotte Russe Holding and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
19-10210) on Feb. 3, 2019.

At the time of the filing, Charlotte Russe Holding estimated assets
of $100 million to $500 million and liabilities of $100 million to
$500 million.

The cases are assigned to Judge Laurie Selber Silverstein.

The Debtors tapped Bayard, P.A., and Cooley LLP as their bankruptcy
counsel; Guggenheim Securities, LLC as their investment banker; A&G
Realty Partners, LLC as lease disposition consultant and business
broker; Gordon Brothers Retail Partners LLC, Hilco Merchant
Resources LLC and Malfitano Advisors, LLC as liquidation
consultant; and Donlin, Recano & Company, Inc. as claims and
noticing agent.

CHARLOTTE RUSSE: Hires Malfitano as Asset Disposition Consultant
----------------------------------------------------------------
Charlotte Russe Holding, Inc., and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Malfitano, LLC, as asset disposition consultant
to the Debtors.

Charlotte Russe requires Malfitano to:

   (a) review and advise the Debtors and their advisors with
       respect to issues associated with any planned store
       closures, including timing and coordination;

   (b) review bid proposals and assist in negotiations with the
       various parties to ensure recoveries are maximized;

   (c) monitor the conduct and results of any third party
       selected to liquidate any inventory and fixed assets in
       conjunction with the Debtors' other advisers;

   (d) review and inspect the Debtors' assets as may be requested
       from time to time by the Company, including, but not
       limited to inventory and fixed assets; and

   (e) attend meetings, as requested, with the Debtors, its
       lenders, any official or unofficial committee of creditors
       that may be appointed, potential investors, and other
       parties in interest.

Malfitano will be paid at these hourly rates:

     Joseph Malfitano/Principal               $725
     Stephanie Gould/VP, Financial Analyst    $425
     Gary Carlton/Field Director              $400

Malfitano will be paid a retainer in the amount of $50,000.

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

Joseph Malfitano, a partner at Malfitano, 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.

Malfitano can be reached at:

     Joseph Malfitano
     MALFITANO, LLC
     747 Third Avenue, 2nd Floor
     New York, NY 10017
     Tel: (646) 776-0155

                 About Charlotte Russe Holding

Charlotte Russe Holding, Inc., is a specialty fashion retailer of
young women's apparel and accessories comprised of seven entities.

The company and its affiliates are headquartered in San Diego,
California and have one distribution center located in Ontario,
California. In addition, the companies lease office space in Los
Angeles, California and San Francisco, California, where they
primarily conduct merchandising, marketing, e-commerce and
technology functions.

The companies sell their merchandise to customers in the contiguous
48 states, Hawaii, and Puerto Rico through their online store and
512 Charlotte Russe brick-and-mortar stores located in various
regional malls, outlet centers, and lifestyle centers.  The bulk of
the companies' apparel and accessory products are sold under the
Charlotte Russe brand with ancillary brands for denim and perfume
(Refuge), young women's plus-size apparel (Charlotte Russe Plus),
and cosmetics (Charlotte by Charlotte Russe).

Charlotte Russe Holding and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
19-10210) on Feb. 3, 2019.

At the time of the filing, Charlotte Russe Holding estimated assets
of $100 million to $500 million and liabilities of $100 million to
$500 million.

The cases are assigned to Judge Laurie Selber Silverstein.

The Debtors tapped Bayard, P.A., and Cooley LLP as their bankruptcy
counsel; Guggenheim Securities, LLC as their investment banker; A&G
Realty Partners, LLC as lease disposition consultant and business
broker; Gordon Brothers Retail Partners LLC, Hilco Merchant
Resources LLC and Malfitano Advisors, LLC as liquidation
consultant; and Donlin, Recano & Company, Inc. as claims and
noticing agent.

CHARLOTTE RUSSE: Hires Mr. Cashman of Berkeley Research as CRO
--------------------------------------------------------------
Charlotte Russe Holding, Inc., and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Brian M. Cashman of Berkeley Research Group,
LLC, as chief restructuring officer to the Debtors.

Charlotte Russe requires Berkeley Research to:

   a. consult with management of the Debtors and subject to the
      approval of the Board of Directors of the Debtors,
      develop and implement a chosen course of action to preserve
      asset value and maximize recoveries to stakeholders;

   b. oversee the activities of the Debtors in consultation with
      other advisors and the management team to effectuate the
      selected course of action;

   c. assist the Debtors and their management in developing cash
      flow projections and related methodologies and assist with
      planning for alternatives as requested by the Debtors;

   d. assist the Debtors in preparing for and operating in a
      Chapter 11 bankruptcy proceeding, including negotiations
      with stakeholders, and the formulation of a reorganization
      strategy and plan of reorganization directed to preserve
      and maximize value;

   e. assist as requested by management in connection with the
      Debtors' development of its business plan, and such other
      related forecasts as may be required by creditor
      constituencies in connection with negotiations;

   f. provide information deemed by the CRO to be reasonable and
      relevant to stakeholders and consult with key constituents
      as necessary;

   g. offer testimony before the Bankruptcy Court with respect to
      the services provided by the CRO and the Additional
      Personnel, and participate in depositions, including by
      providing deposition testimony, related thereto;

   h. provide such other services as mutually agreed upon by the
      CRO, Berkeley Research and the Debtors.

Berkeley Research will be paid at these hourly rates:

     Managing Director           $775 - $1,050
     Director                    $595 - $815
     Professional Staff          $275 - $720
     Support Staff               $150 - $275

Berkeley Research will be paid $110,000 per month.

On or about Sept. 26, 2018, Berkeley Research received a cash on
account payment in the amount of $50,000 from the Debtors.
Berkeley Research received additional cash on account payment in
the amount of $200,000 on or about January 2, 2019.

In the 90 days prior to the Petition Date, Berkeley Research
received payments, excluding the advance payments, in the amount of
$1,440,177.41.

Berkeley Research will also be reimbursed for reasonable
out-of-pocket expenses incurred.

Brian M. Cashman, a managing director at Berkeley Research Group,
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.

Berkeley Research can be reached at:

     Brian M. Cashman
     BERKELEY RESEARCH GROUP, LLC
     2200 Powell Street
     Emeryville, CA 94608
     Tel: (510) 285-3300
     Fax: (510) 654-7857

                 About Charlotte Russe Holding

Charlotte Russe Holding, Inc., is a specialty fashion retailer of
young women's apparel and accessories comprised of seven entities.

The company and its affiliates are headquartered in San Diego,
California and have one distribution center located in Ontario,
California. In addition, the companies lease office space in Los
Angeles, California and San Francisco, California, where they
primarily conduct merchandising, marketing, e-commerce and
technology functions.

The companies sell their merchandise to customers in the contiguous
48 states, Hawaii, and Puerto Rico through their online store and
512 Charlotte Russe brick-and-mortar stores located in various
regional malls, outlet centers, and lifestyle centers.  The bulk of
the companies' apparel and accessory products are sold under the
Charlotte Russe brand with ancillary brands for denim and perfume
(Refuge), young women's plus-size apparel (Charlotte Russe Plus),
and cosmetics (Charlotte by Charlotte Russe).

Charlotte Russe Holding and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
19-10210) on Feb. 3, 2019.

At the time of the filing, Charlotte Russe Holding estimated assets
of $100 million to $500 million and liabilities of $100 million to
$500 million.

The cases are assigned to Judge Laurie Selber Silverstein.

The Debtors tapped Bayard, P.A., and Cooley LLP as their bankruptcy
counsel; Guggenheim Securities, LLC as their investment banker; A&G
Realty Partners, LLC as lease disposition consultant and business
broker; Gordon Brothers Retail Partners LLC, Hilco Merchant
Resources LLC and Malfitano Advisors, LLC as liquidation
consultant; and Donlin, Recano & Company, Inc. as claims and
noticing agent.

CHARLOTTE RUSSE: Seeks to Hire A&G Realty as Real Estate Advisor
----------------------------------------------------------------
Charlotte Russe Holding, Inc., and its debtor-affiliates seeks
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ A&G Realty Partners, LLC, as real estate advisor
to the Debtors.

Charlotte Russe requires A&G Realty to:

   a. consult with the Debtors' management, including with
      respect to the Debtors' goals, objectives and financial
      parameters in relation to the Debtors' Leases and
      Properties;

   b. review and analyze the Debtors' Leases and Properties, and
      provide advice and guidance with respect thereto;

   c. negotiate with the landlords of the Properties on behalf of
      the Debtors in order to assist the Debtors in obtaining
      Lease Modifications;

   d. negotiate with the landlords of the Properties on behalf of
      the Debtors to assist the Debtors in obtaining Early
      Termination Rights;

   e. negotiate with the landlords of the Properties and other
      third parties on behalf of the Debtors to assist the
      Debtors in obtaining Lease Sales, as appropriate;

   f. market the Leases as deemed necessary;

   g. negotiate with the landlords of the Properties on behalf of
      the Debtors in order to assist the Debtors in obtaining
      Landlord Consents; and

   h. report periodically to the Debtors regarding the status of
      the above-described services.

A&G Realty will be paid as follows:

   -- Monetary Lease Modifications: For each Monetary Lease
      Modification obtained by A&G Realty on behalf of the
      Debtors, A&G Realty shall earn and be paid a fee in the
      amount of three percent (3%) of the Occupancy Cost Savings
      per Lease.

   -- Early Termination Rights: In the event that A&G Realty
      obtains an Early Termination Right on behalf of the Debtors
      and the Debtors approve such kick-out right, A&G Realty
      shall earn and be paid a one-time fee in the amount of one-
      quarter (1/4) of one (1) month's Gross Occupancy Cost per
      Lease based on the costs under such newly negotiated Lease.

   -- Non-Monetary Lease Modifications: For each Non-Monetary
      Lease Modification obtained by A&G Realty on behalf of the
      Debtors, A&G Realty shall earn and be paid a fee in the
      amount greater of seven hundred and fifty dollars ($750.00)
      and three percent (3%) of the Occupancy Cost Savings per
      Lease, if any, attributable to a Non-Monetary Lease
      Modification.

   -- Lease Sales: If requested by the Debtors, for each Lease
      Sale obtained by A&G Realty on behalf of the Debtors, A&G
      Realty shall earn and be paid a fee of four percent (4%) of
      the Occupancy Savings and Gross Proceeds.

   -- Landlord Consents: If requested by the Debtors, for each
      Landlord Consent obtained by A&G Realty to the extend the
      Debtors' time to assume or reject a Lease as party of the
      Debtors' chapter 11 cases, A&G shall earn and be paid a fee
      of five hundred dollars ($500.00) per Lease.

A&G Realty will be paid a retainer in the amount of $100,000.

A&G Realty will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Andrew Graiser, partner of A&G Realty Partners, 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.

A&G Realty can be reached at:

     Andrew Graiser
     A&G REALTY PARTNERS, LLC
     445 Broadhollow Road, Suite 410
     Melville, NY 11747
     Tel: (631) 420-0044

                About Charlotte Russe Holding

Charlotte Russe Holding, Inc., is a specialty fashion retailer of
young women's apparel and accessories comprised of seven entities.
The company and its affiliates are headquartered in San Diego,
California and have one distribution center located in Ontario,
California.  In addition, the companies lease office space in Los
Angeles, California and San Francisco, California, where they
primarily conduct merchandising, marketing, e-commerce and
technology functions.

The companies sell their merchandise to customers in the contiguous
48 states, Hawaii, and Puerto Rico through their online store and
512 Charlotte Russe brick-and-mortar stores located in various
regional malls, outlet centers, and lifestyle centers. The bulk of
the companies' apparel and accessory products are sold under the
Charlotte Russe brand with ancillary brands for denim and perfume
(Refuge), young women's plus-size apparel (Charlotte Russe Plus),
and cosmetics (Charlotte by Charlotte Russe).

Charlotte Russe Holding and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
19-10210) on Feb. 3, 2019.

At the time of the filing, Charlotte Russe Holding estimated assets
of $100 million to $500 million and liabilities of $100 million to
$500 million.

The cases are assigned to Judge Laurie Selber Silverstein.

The Debtors tapped Bayard, P.A., and Cooley LLP as their bankruptcy
counsel; Guggenheim Securities, LLC as their investment banker; A&G
Realty Partners, LLC as lease disposition consultant and business
broker; Gordon Brothers Retail Partners LLC, Hilco Merchant
Resources LLC and Malfitano Advisors, LLC as liquidation
consultant; and Donlin, Recano & Company, Inc. as claims and
noticing agent.

CHARLOTTE RUSSE: Seeks to Hire Bayard as Co-Counsel
---------------------------------------------------
Charlotte Russe Holding, Inc., and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Bayard, P.A., as co-counsel to the Debtors.

Charlotte Russe requires Bayard to:

   a. in conjunction with Cooley LLP, assist the Debtors with
      preparation of all applications, motions, answers, orders,
      reports, and other legal papers necessary to the
      administration of the Debtors' estates;

   b. negotiate, draft, pursue, and assist the Debtors and
      Cooley, as necessary, in their preparation of all
      documents, reports, and papers necessary for the
      administration of these chapter 11 cases;

   c. provide legal advice with respect to the powers and duties
      of the Debtors as debtors in possession in these chapter 11
      cases in the continued operation of their businesses and
      management of their property, including with respect to a
      potential sale of the Debtors' assets;

   d. appear in court and protecting the interests of the Debtors
      before the Court in its capacity as co-counsel with Cooley;

   e. attend meetings and negotiating with representatives of
      creditors, the U.S. Trustee, and other parties-in-interest;

   f. assist Cooley, as necessary, to perform all other legal
      services for the Debtors which may be necessary and proper
      in these proceedings including, but not limited to, advice
      in areas such as bankruptcy law, corporate law, corporate
      governance, employment, transactional, litigation,
      intellectual property and other issues to the Debtors in
      connection with the Debtors' ongoing business operations;
      and

   g. perform all other legal services for, and providing all
      other necessary legal advice to, the Debtors which may be
      necessary and proper in these cases.

Bayard will be paid at these hourly rates:

     Directors               $500 to $1,050
     Associates              $350 to $450
     Legal Assistants        $265 to $295

The Debtors paid Bayard a retainer of $150,000 on Jan. 10, 2019.
To date, Bayard has applied $87,544 of the Retainer in satisfaction
of fees and expenses incurred by Bayard prior to the Petition Date
on behalf of the Debtors.

During the one year immediately preceding the Petition Date, the
Debtors paid Bayard fees totaling $86,249 and expenses totaling
$1,295, which payments came exclusively from the Retainer.
Specifically, the Debtors paid Bayard: (i) fees totaling $27,048
and expenses totaling $471.52 on Jan. 18, 2019; (ii) fees totaling
$24,721 and expenses totaling $463.65 on Jan. 25, 2019; and (iii)
fees totaling $34,481 and expenses totaling $359.50 on February 1,
2019.

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

Justin R. Alberto, partner of Bayard, P.A., 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.

Bayard can be reached at:

     Justin R. Alberto, Esq.
     Erin R. Fay, Esq.
     Daniel N. Brogan, Esq.
     BAYARD, P.A.
     600 North King Street, Suite 400
     Wilmington, DE 19801
     Tel: (302) 655-5000
     Fax: (302) 658-6395
     Email: jalberto@bayardlaw.com
            efay@bayardlaw.com

                 About Charlotte Russe Holding

Charlotte Russe Holding, Inc., is a specialty fashion retailer of
young women's apparel and accessories comprised of seven entities.

The company and its affiliates are headquartered in San Diego,
California and have one distribution center located in Ontario,
California. In addition, the companies lease office space in Los
Angeles, California and San Francisco, California, where they
primarily conduct merchandising, marketing, e-commerce and
technology functions.

The companies sell their merchandise to customers in the contiguous
48 states, Hawaii, and Puerto Rico through their online store and
512 Charlotte Russe brick-and-mortar stores located in various
regional malls, outlet centers, and lifestyle centers.  The bulk of
the companies' apparel and accessory products are sold under the
Charlotte Russe brand with ancillary brands for denim and perfume
(Refuge), young women's plus-size apparel (Charlotte Russe Plus),
and cosmetics (Charlotte by Charlotte Russe).

Charlotte Russe Holding and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
19-10210) on Feb. 3, 2019.

At the time of the filing, Charlotte Russe Holding estimated assets
of $100 million to $500 million and liabilities of $100 million to
$500 million.

The cases are assigned to Judge Laurie Selber Silverstein.

The Debtors tapped Bayard, P.A., and Cooley LLP as their bankruptcy
counsel; Guggenheim Securities, LLC as their investment banker; A&G
Realty Partners, LLC as lease disposition consultant and business
broker; Gordon Brothers Retail Partners LLC, Hilco Merchant
Resources LLC and Malfitano Advisors, LLC as liquidation
consultant; and Donlin, Recano & Company, Inc. as claims and
noticing agent.

PUERTO RICO HOSPITAL: Case Summary & 20 Top Unsecured Creditors
---------------------------------------------------------------
Two affiliates that have filed voluntary petitions seeking relief
under Chapter 11 of the Bankruptcy Code:

     Debtor                                           Case No.
     ------                                           --------
     Puerto Rico Hospital Supply, Inc. (Lead Case)    19-01022
     Barrio Martin Gonzalez
     Carr. 860, KM. 0.1
     Carolina, PR 00986-0158

     Customed, Inc.                                   19-01023
     Carr. #3, KM 45.6
     Calle Industrial Final
     Fajardo, PR 00738

Business Description: Puerto Rico Hospital Supply, Inc.
                      distributes medical supplies in Puerto Rico.
                      Customed Inc., founded in 1991, manufactures
                      surgical appliances and supplies.

Chapter 11 Petition Date: February 26, 2019

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Judge: Hon. Enrique S. Lamoutte Inclan

Debtors' Counsel: Alexis Fuentes Hernandez, Esq.
                  FUENTES LAW OFFICES
                  PO Box 9022726
                  San Juan, PR 00902
                  Tel: (787) 722-5215
                  Fax: (787) 722-5206
                  Email: alex@fuentes-law.com

Debtors'
Financial
Consultant:       CPA LUIS R. CARRASQUILLO & CO., P.S.C.

Puerto Rico Hospital's
Estimated Assets: $50 million to $100 million

Puerto Rico Hospital's
Estimated Liabilities: $10 million to $100 million

Customed, Inc.'s
Estimated Assets: $10 million to $50 million

Customed, Inc.'s
Estimated Liabilities: $10 million to $50 million

The petitions were signed by Felix B. Santos, president.

The full-text copies of the petitions are available for free at:

             http://bankrupt.com/misc/prb19-01022.pdf
             http://bankrupt.com/misc/prb19-01023.pdf

A. List of Puerto Rico Hospital's 20 Largest Unsecured Creditors:

   Entity                           Nature of Claim   Claim Amount
   ------                           ---------------   ------------
3M De PR, Inc.                         Inventory          $106,068
PO Box 70286
San Juan, PR 00936

Advanced Medical Designs               Inventory          $105,245
1241 Atlanta
Industrial Drive
Marietta, GA 30066

B Braun                                Inventory        $1,038,031
824 Twelfth Ave
Bethlehem, PA 08018

BD Diagnostics                         Inventory          $495,752
21588 Network Place
Chicago, IL 60673-1215

BD Medical Surgical Systems            Inventory          $857,165
PO Box 70942
Chicago, IL 60673-0942

BD Microbiology System                 Inventory          $199,299
PO Box 70942
Chicago, IL 60673

BSN Medical, Inc.                      Inventory          $158,449
PO Box 751766
Charlotte, NC
28275-1766

Carestream Health                      Inventory          $905,081
Puerto Rico
PO Box 70231
San Juan, PR
00936-8231

Casellas Alcover & Burgos            Professional         $284,909
PO Box 364924                          Services
San Juan, PR
00936-4924

DJ Orthopedics/ENC ORE                 Inventory          $203,248
PO Box 650777
Dallas, TX
75265-0777

Halyard Sales, LLC                     Inventory          $404,902
PO Box 732583
Dallas, TX
753-2583

Hollister, Inc.                        Inventory          $192,072
72035 Eagle Way
Chicago, IL
60678-7250

Integra Lifesciences                   Inventory          $107,091
Sales
PO Box 404129
Atlanta, GA
30384-4129

J&J Medical Caribbean                  Inventory          $412,317
475 Calle C Suite 200
Guaynabo, PR 00969

J&J Medical Caribbean                  Inventory        $2,394,269
475 Calle C Suite 200
Guaynabo, PR 00969

Johnson & Johnson                      Inventory          $301,296
475 Calle C Suite 200
Guaynabo, PR 00969

Johnson & Johnson Wound                Inventory          $324,673
475 Calle C Suite 200
Guaynabo, PR 00969

Municipal Revenue                       Personal        $2,048,093
Collection Center                      Property
PO Box 195387                            Taxes
San Juan, PR
00919-5387

Municipal Revenue                       Personal          $915,593
Collection Center                       Property
PO Box 195387                            Taxes
San Juan, PR
00919-5387

SS Techos, Inc.                          Repairs          $102,083
PO Box 2022
Trujillo Alto, PR
00977

B. List of Customed, Inc.'s 20 Largest Unsecured Creditors:

   Entity                           Nature of Claim   Claim Amount
   ------                           ---------------   ------------
A Plus Chino, CA                       Inventory           $20,076
5138 Eucalyptus Avenue
Chino, CA 91710

A.E.E.                                Utilities-           $21,752
PO Box 363508                        Electricity
San Juan, PR
00936-3508

A.E.E.                                Utilities-           $39,838
PO BOC 360002                        Electricity
San Juan, PR
00936-0002

Ansell Healthcare Products            Inventory            $30,480
Dept HC17373
Palatine, IL
60055-7370

Ansell Healthcare Products            Inventory            $26,700
Dept CH 17373
Palatine, IL
60055-7373

Argon Medical Devices, Inc.           Inventory            $25,062
PO BOC 677482
Dallas, TX
75267-7482

ECU Worldwide                         Inventory            $41,050
2401 N.W. 69th Street
Miami, FL 33147

Exact Medical                         Inventory            $97,467
5165 Broadway #116
Depew, NY 14043

Global Healthcare                     Inventory           $326,370
11350 Old Roswell Road
Suite 700
Alpharetta, GA 30009

GMAX Industries                       Inventory           $318,796
2150 Joshua's
Path #205
Hauppage, NY 11788

Halyard Sales, LLC                    Inventory            $20,351
PO Box 732583
Dallas, TX
75373-2583

Intco Medical Industries              Inventory            $38,193
805 Barrington Ave
Ontario, CA 91764

Johnson & Johnson Medical             Inventory           $459,319
475 Calle C Suite 200
Guaynabo, PR 00969

Medline Industries, Inc.              Inventory            $18,789
Dept. CH 14400
Palatine, IL
60055-4400

Microtek Medical, Inc.                Inventory            $22,447
File 4033P
PO Box 911633
Dallas, TX
75391-1633

Primed Medical Products               Inventory           $116,200
#2 Rendevouz Rd
Worthing Christ Church, BB

RPM Consolidate Services               Services            $21,169
1901 Raymer Avenue
Fullerton, CA 92833

Smart Eagle Intl Ltd                  Inventory           $285,154
Level 43, AIA Tower
183 Electric Road
North Point, HK

Westbond Industries Inc.              Inventory            $28,363
101-7403
Progress Way
Delta, CA

Westmed Inc.                          Inventory            $33,921
Department #2062
PO Box 29661
Phoenix, AZ
85038-9661



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

CITGO PETROLEUM: Fitch Places 'B' LT IDR on Watch Negative
----------------------------------------------------------
Fitch Ratings has placed the ratings of both CITGO Petroleum
Corporation (Opco) and CITGO Holding Inc. (Holdco) on Rating Watch
Negative (RWN). The Rating Watch Negative reflects heightened
refinancing risk for the company related to U.S. sanctions against
Venezuela. Refinancing risk applies to both Opco's $900 million
secured revolver, which expires in July of this year, as well as
Holdco's $1.875 billion notes, which are due somewhat later in
February 2020. Both issues are now current. Fitch expects to
resolve the Rating Watch by mid-summer; however, it could be
extended if the company has a credible plan to refinance or find
alternative sources of liquidity that extends somewhat beyond the
revolver expiration date.

CITGO's ratings are supported by the quality of its refining
assets; its modest capex requirements; a robust macro environment
for refiners, including the positive expected effects of IMO 2020
for higher complexity refiners; and the favorable impact of recent
settlements between PDVSA (LT IDR: 'RD') and Crystallex and
ConocoPhillips. Rating concerns are material and include the
operational risks created by U.S. sanctions; heightened refinancing
risk; and the contagion effects from financially distressed PDVSA
relating to a change of control and forced refinancing of CITGO's
debt. The 'CCC' rating at Holdco reflects Holdco's high level of
dependence on Opco for distributions to fund its debt payments, and
the need to refinance the 2020 notes, which are CITGO's largest
maturity.

KEY RATING DRIVERS

Increased Refinancing Risk: Refinancing is an increased concern.
Opco's $900 million senior secured revolver is due July 2019,
followed thereafter by Holdco's $1.875 billion 10.75% notes in
February of 2020. Both maturities are now current. Banks remain a
more reputation-sensitive source of capital, given their regulated
nature. Increased legal uncertainty and headline risk around
sanctions could make renewal of the revolver more challenging in
the short term, and create the need to find alternative liquidity.
Although the 2020 notes come due later than the revolver, a period
of prolonged uncertainty and headline risk or difficulty in
refinancing the revolver could affect terms for the 2020 notes as
well.

Operational Impact of Sanctions: Recently stepped up U.S. sanctions
against Venezuela effectively halt crude purchases from PDVSA for
U.S. refiners unless payments are disbursed to the opposition party
in Venezuela, or other approved officials outside the Maduro
regime. As a result, Venezuelan crude imports have dried up,
forcing CITGO to procure alternate supplies. CITGO's crude supply
agreement allowed for up to 310,000 bpd of crude sales from
Venezuela, although declining PDVSA oil production in recent years
has meant its purchases of Venezuelan crude had been declining.
While CITGO has a good track record of buying from third party
suppliers on economic terms (as of third-quarter 2018, 77% of crude
purchases were open market and just 23% from PDVSA), there is
additional execution risk associated with finding new long term
supplies, given the scarcity of heavy sour barrels in the gulf, the
potential need to re-tool refineries to accommodate a new crude
slate, and the potential for less favorable pricing or terms,
particularly trade credit.

Strong Refining Assets: CITGO owns and operates three large,
high-quality refineries, providing sufficient economies of scale to
compete with larger tier-one refiners. CITGO's refineries have
above-average complexity, including substantial coking capacity,
which allow it to run a wide range of discounted heavy and sour
crudes, which boost margins. The company should benefit from new
IMO regulations in 2020, which are expected to both boost
distillate demand and result in additional discounting for heavy
sour crudes. CITGO's flexible refining system also allows for
processing of significant amounts of discounted light sweet shale
crude, as well as favorable access to export markets, which is
important for maintaining competitive gross margins relative to
peers.

Strong Financial Results: CITGO Petroleum's financial results were
strong. As calculated by Fitch, LTM debt/EBITDA at Sep. 30, 2018
declined to just 1.2x, versus 1.8x the year prior. LTM FCF was $27
million; however, this includes an unfavorable working capital
swing of negative $430 million and large dividend to Holdco ($432
million). With the imposition of sanctions against PDVSA and the
inability to move cash beyond the Holdco level, Fitch anticipates
incentives to upstream dividend may be limited, resulting in
strengthening FCF at the Opco level.

Change of Control Risks: There are a number of paths to trigger
change of control provisions in CITGO's existing debt. If unable to
obtain sufficient consents from lenders, Citgo would be obligated
to make an offer to repurchase outstanding senior notes at 101.
This includes a 90-day repurchase window for Opco and Holdco bonds,
but a significantly shorter window for the company's revolver and
TL-B. Lenders would have the option to accelerate the loans or
provide change of control consent. While Fitch believes Citgo would
most likely be able to obtain lender consents or refinance the
existing debt package, external events including capital market
shocks or difficulty reaching consensus amongst a diverse
bondholder group could impair the company's ability to do so within
the applicable repurchase windows.

Arbitration Settlements: Prior to the announcement of sanctions,
there were a number of positive developments on the PDVSA overhang
front in terms of change of control, including reported settlement
between Crystallex and PDVSA over a $1.2 billion arbitration award,
which resulted in the suspension of Crystallex' legal motion to
attach against shares in PDV Holding, as well as a separate
settlement between ConocoPhillips and PDVSA which resulted in the
suspension of legal enforcement actions against PDVSA, including
storage facilities in the Dutch Caribbean. To the degree these
settlements continue to be funded, they help curb the risk of a
change of control at PDVSA, which would trigger change of control
provisions at CITGO.

Parent-Subsidiary Linkage: Fitch rates the IDR of Holdco three
notches below that of its stronger subsidiary, Opco. There has
historically been a relatively strong operational linkage between
CITGO and ultimate parent PDVSA (Long-Term Foreign and Local
Currency IDRs RD). This relationship was evidenced by a history of
use of CITGO as a source of dividends to its parent, including
frequent placement of PDVSA personnel into CITGO executive
positions, control of CITGO's board by its parent, and existence of
a crude oil supply agreement. However, these linkages have weakened
in the face of recent sanctions, which effectively cut the company
off from PDVSA crude sources and continue to restrict its ability
to move dividends beyond Holdco and up to ultimate parent PDVSA.

Important legal and structural separations exist between Opco and
its parent entities. CITGO is a Delaware corporation with U.S.
domiciled assets and is separated from PDVSA by two Delaware
C-Corps. CITGO's secured debt also has strong covenant protections,
which limit the ability of the parent to dilute its credit quality.
This ring-fencing has been further reinforced by the impact of U.S.
sanctions. Key covenants include limitations on guarantees to
affiliates, restrictions on dividends, asset sales and incurrence
of additional indebtedness. Opco debt has no guarantees or
cross-default provisions related to Holdco or PDVSA debt. Fitch
believes the main source of risk stemming from CITGO's parent comes
from contagion effects (triggering change of control forced
refinancing), rather than the risk of a consolidated bankruptcy
filing.

CITGO HOLDING

Debt Supported by CITGO Petroleum Cash Flow: Ratings for CITGO
Holding reflect heightened refinance/probability of default risk,
structural subordination and a reliance on CITGO Petroleum to
provide dividends for debt service. Dividends from CITGO Petroleum
provide the majority of debt service capacity at CITGO Holding, and
are driven by refining economics and the restricted payments
basket. As part of the 2015 financing, CITGO Holding purchased $750
million in logistics assets from CITGO Petroleum, which provided
approximately $50 million in EBITDA at CITGO Holding available for
interest payments. These logistics assets are pledged as collateral
under the CITGO Holding debt package.

DERIVATION SUMMARY

At 749,000 bpd barrels per day (bpd) of crude refining capacity,
CITGO is smaller than investment-grade refiners such as Marathon
Petroleum Corporation (3.0 million bpd), Valero (2.6 million bpd),
and Phillips 66 (1.9 million bpd) but is larger than Hollyfrontier
(457,000 bpd). CITGO lacks the earnings diversification from
ancillary businesses seen at a number of its peers in areas such as
logistics MLPs, chemicals, renewables and retail. However, CITGO's
core refining asset profile is strong, given the high complexity of
its refineries, which allows it to process a large amount of
discounted heavy crudes and shale crudes, both of which boost
profitability. Given CITGO's relatively strong asset footprint,
cash flow potential and size, Fitch informally estimates that, on a
stand-alone basis with no parental rating constraints, CITGO could
be rated significantly higher than its current rating. The overhang
from ownership from PDVSA is a key constraint on the rating.

KEY ASSUMPTIONS

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

  -- West Texas Intermediate oil prices of $57.50/barrel in 2019
and 2020, and $55/barrel in 2021 and the long term;

  -- Crack spreads that revert to inflation adjusted averages,
adjusted for positive International Maritime Organization (IMO)
impacts;

  -- Capex of approximately $375 million per year from 2019-2021;

  -- No material increases in corporate SG&A;

  -- Dividends continue to be made to Holdco but at a declining
rate; cash builds substantially at both Holdco and Opco.

RATING SENSITIVITIES

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

To Remove the RWN (CITGO Petroleum):

  -- Successful refinancing of Opco revolver or equivalent
replacement liquidity;

  -- Ability to economically replace lost PDVSA crude volumes.

To Be Upgraded to 'B+' (CITGO Petroleum):

  -- Change in ownership to a higher-rated parent, or other changes
leading to a stand-alone credit analysis;

  -- Midcycle EBITDAR/gross interest + rent above approximately
4.5x.

CITGO Holding

  -- Change in ownership to a higher-rated parent, or structural
changes leading to a stand-alone credit analysis.

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

CITGO Petroleum

  -- Inability to refinance Opco revolver or find equivalent
replacement liquidity;

  -- Inability to economically replace lost PDVSA crude volumes;

  -- Weakening or elimination of key covenant protections in the
CITGO senior secured debt documents;

  -- Inability to refinance debt in the event change of control
clause is triggered;

  -- Midcycle EBITDAR/gross interest + rent below approximately
2.8x.

CITGO Holding

  -- Weakening or elimination of key covenant protections in CITGO
Holding senior secured debt documents;

  -- Inability to refinance or find equivalent replacement
liquidity for Opco revolver, given negative implications for
refinancing of Holdco notes.

LIQUIDITY

CITGO Petroleum: At Sept. 30, 2018, CITGO Petroleum had just over
$1.0 billion available in core liquidity, consisting of $896
million in secured revolver availability after deducting $4 million
in Letters of Credit, and $129 million in unrestricted cash. CITGO
Petroleum also had supplemental liquidity in the form of $120
million in availability on its accounts receivable facility, and
retains $290 million in industrial revenues bonds in treasury that
can be remarketed at the company's option. LTM figures include a
large working capital draw linked to higher oil prices, which Fitch
expects will reverse with lower oil prices. Fitch believes CITGO
Petroleum's liquidity is adequate for near-term ordinary course of
business. However, as stated earlier, the revolver expires in
July.

CITGO Holding: At Sept. 30, 2018, Holdco had unrestricted cash of
$491.3 million and total restricted cash of approximately $222
million. Of this amount, $206 million was cash maintained for a
debt service reserve account used to support principal and interest
repayments for the 10.75% 2020 senior secured notes. The 2020 notes
are now current.

Strong Recovery: The recovery analysis was based on the maximum of
going concern and liquidation value. For liquidation value, Fitch
used a 20% haircut for the company's inventories, based on the fact
that crude and refined products are easily re-sellable to peer
refiners, traders or wholesalers, and a relatively light discount
for CITGO's net PP&E, based on historical refining transactions.
These items summed to a total liquidation value of $4.7 billion.

Fitch's going concern valuation for CITGO was $6.0 billion,
comprised of expected post default EBITDA of $1.2 billion times a
5.0x multiple. The expected post default EBITDA of $1.2 billion
reflects CITGO's strong financial performance, and the positive
expected impacts of IMO for deep conversion refiners. The 5.0x
multiple is below the median 6.7x exit multiple for energy in
Fitch's Energy, Power and Commodities Bankruptcy Enterprise Value
and Creditor Recoveries (Fitch Case Studies - 20th Edition), and
reflects somewhat lower multiples for refining versus the broader
energy space. CITGO's parent has run the assets to maximize FCF to
its parent over the last several years, nonetheless, Fitch expects
there would be strong interest, regardless of any incremental capex
needs. The maximum of these two approaches was the going concern
approach of $6.0 billion.

A standard waterfall approach was then applied. Subtracting 10% for
administrative claims resulted in an adjusted EV of $5.4 billion,
which resulted in 100% recovery (RR1) for CITGO Petroleum's secured
revolver, term loan and notes including secured IRBs. A residual
value of approximately $3.1 billion remained after this exercise.
This was applied in a second waterfall at CITGO Holdco, whose debt
is subordinated to that of CITGO Petroleum. The $3.1 billion was
added to approximately $400 million in going concern value
associated with the Midstream assets ($50 million in assumed
run-rate midstream EBITDA using an 8x multiple), as well as $206
million in cash escrowed in a debt service reserve account and
earmarked for repayment of the 2020 Holdco notes. This resulted in
total initial value at Holdco of $3.7 billion. No administrative
claims were deducted in the second waterfall. As a result, Holdco
secured debt recovered at the 100% (RR1) level.

FULL LIST OF RATING ACTIONS

Fitch has placed the following ratings on Rating Watch Negative:

CITGO Petroleum Corp

  -- Long-Term IDR 'B';

  -- Senior secured credit facility 'BB'/'RR1';

  -- Senior secured term loan and notes 'BB'/'RR1';

  -- Fixed-rate industrial revenue bonds 'BB'/'RR1'.

CITGO Holding, Inc.

  -- Long-Term IDR 'CCC';

  -- Senior secured notes 'B'/'RR1'.


                           *********


S U B S C R I P T I O N   I N F O R M A T I O N

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