TCRLA_Public/190405.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, April 5, 2019, Vol. 20, No. 69



AVIANCA BRASIL: Plans to Split Into Seven Units; Auction Separately
JBS SA: Unit Discloses Offering of Senior Notes

C O S T A   R I C A

AUTOPISTAS DEL SOL: Fitch Affirms B+ Note Rating, Outlook Neg.


NATIONAL COMMERCIAL BANK: To Establish a New Banking Division


MAXCOM TELECOMUNICACIONES: S&P Cuts Issuer Credit Rating to 'SD'
MEXICO: Foreign Firms Plan to Bid on Refinery Project, Pres Says

P U E R T O   R I C O

4J CUSTOM DESIGN: Unsecureds Recovery Raised to $16K at 4%
AEROSTAR AIRPORT: Moody's Affirms Ba2 Bond Rating, Outlook Stable
LA TRINIDAD ELDERLY: Case Summary & 18 Unsecured Creditors
PUERTO RICO: Oversight Board May Seek Money Back From Bondholders


PETROLEOS DE VENEZUELA: Oil Exports Stable in March

                           - - - - -


AVIANCA BRASIL: Plans to Split Into Seven Units; Auction Separately
Marcelo Rochabrun at Reuters reports that Brazilian airline Avianca
Brasil plans to split into seven units that it will auction off
separately, with rivals LATAM Airlines and Gol Linhas Aereas
Inteligentes both planning to bid for some of those parts in a
bankruptcy auction.

The plan to split up the carrier, filed in a Brazilian court is a
significant departure from a previous proposal and adds fresh
competition for some of the most-coveted airport slots in Brazil,
according to Reuters.  But it also shuts the door on a previous
offer by competitor Azul SA, the report discloses.

Azul signed a preliminary agreement this month to pay at least $105
million for a selection of Avianca Brasil's assets, a proposal that
had been considered a coup by analysts who saw it as a way for Azul
to challenge its bigger competitors: LATAM and Gol, the report

Azul also last month gave Avianca Brasil a much-needed cash
injection of BRL31.6 million ($8.21 million) after it fell behind
on its payroll, the report notes.

But Avianca Brasil's new plan involves dividing up the assets Azul
sought, which include airport slots and its loyalty mileage
program, into multiple new companies, the report relays.

Gol and LATAM are now offering at least $70 million each, and both
said their bids had been requested by Avianca Brasil's largest
creditor, hedge fund Elliott Management, the report discloses.

A person involved in the bankruptcy proceedings said that
disagreements had emerged between Azul and creditors that
threatened to derail the initial $105 million offer, the report

Azul declined to comment on the status of its potential bid.  To be
sure, Azul could still bid, but not under its initial proposal,
which had also included taking over many of Avianca's aircraft
leases, the report says.

Azul Chief Executive Officer John Rodgerson told Reuters in March
that he thought it was unlikely that LATAM or Gol could bid for
Avianca Brasil, due to potential antitrust issues, the report
relays.  But splitting up Avianca Brasil into smaller chunks could
help those carriers carve up desirable airport slots and avoid
antitrust troubles, the report notes.

Avianca Brasil, the country's fourth-largest airline, filed for
bankruptcy in December after falling behind on payments to aircraft
lessors, the report relays.  Despite the lack of payments,
Brazilian judges have repeatedly allowed the struggling carrier to
keep flying its planes, the report adds.

JBS SA: Unit Discloses Offering of Senior Notes
JBS USA Lux S.A. has commenced a private offering of $650.0 million
aggregate principal amount of senior notes due 2029 (the "Notes").
JBS USA, JBS USA Food Company and JBS USA Finance, Inc. will be
Co-Issuers of the Notes.  JBS S.A., certain other indirect parent
companies of JBS USA and each of JBS USA's wholly-owned U.S.
restricted subsidiaries that guarantee JBS USA's term loans will
guarantee the Notes.

JBS USA Food Company intends to use the net proceeds of the Notes,
together with cash on hand, if necessary, to pay the tender price
of any 7.250% Senior Notes due 2021 issued by the Co-Issuers (the
"2021 Notes") tendered in connection with an offer to purchase and
consent solicitation that JBS USA Food Company has announced

This press release is neither an offer to purchase nor a
solicitation of an offer to sell or buy the Notes or the 2021
Notes.  Any offer to purchase the 2021 Notes will be made solely on
the terms and subject to the conditions set forth in a separate
offer to purchase and consent solicitation that will be directed to
holders of the 2021 Notes. There shall not be any sale of the Notes
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of such jurisdiction.

The Notes will not be registered under the Securities Act of 1933,
as amended (the "Securities Act"), or any state securities laws and
may not be offered or sold in the United States or to any U.S.
persons absent registration under the Securities Act, or pursuant
to an applicable exemption from the registration requirements of
the Securities Act and applicable state securities laws.  The Notes
will be offered only to "qualified institutional buyers" under Rule
144A of the Securities Act or, outside the United States, to
persons other than "U.S. persons" in compliance with Regulation S
under the Securities Act.

C O S T A   R I C A

AUTOPISTAS DEL SOL: Fitch Affirms B+ Note Rating, Outlook Neg.
Fitch Ratings has affirmed the 'B+' rating on the international
notes that Autopistas del Sol, S.A. has placed in the international
markets. The Rating Outlook is Negative. The notes are supported by
the cash flow generation of the Costa Rican toll road Ruta 27 (the

Fitch has also affirmed the 'AA(cri)' rating with a Stable Outlook
on the local notes.


The ratings reflect the asset's stable traffic and revenue profile,
supported by an adequate toll adjustment mechanism. Mostly used by
commuters, the project may face significant competition in the
short-to-medium term in case the main competing road is
substantially improved and its tariff is significantly lower than
that of the project. Toll rates are adjusted quarterly to exchange
rates and annually to reflect changes in the U.S. Consumer Price
Index (CPI).The ratings also reflect pari passu, fully amortizing
senior debt with a fixed interest rate and a cash trap mechanism
that mitigates an early termination of the concession before debt
is fully repaid. Fitch's rating case average Debt Service Coverage
Ratio (DSCR) of 1.2x is generally in line with its criteria
guidance for the rating category but is currently limited by the
sovereign risk. The presence of a minimum revenue guarantee (MRG)
provides an additional layer of comfort to the ratings.

The Negative Outlook continues to reflect Fitch's view on Costa
Rica's sovereign risk, given the toll road's exposure to the
country's economic conditions and links to the sovereign credit
quality through the MRG.

Mostly Commuter Traffic Base [Revenue Risk - Volume: Midrange]
Light vehicles account for approximately 90% of all users, which
have proven to be the most stable and resilient traffic base. The
road is used by commuters on workdays and by residents of the
capital city, San Jose, travelling to the nearby beaches on the
weekends. The road could face significant competition if major
improvements to the existing and congested San Jose-San Ramon Route
are made and the road is untolled or materially cheaper than the
project. The concession agreement provides a MRG mechanism that
compensates the Issuer if revenue is below certain thresholds,
alleviating this risk to a certain extent.

Adequate Rate Adjustment Mechanism [Revenue Risk - Price: Midrange]
Toll rates are adjusted quarterly to reflect changes in the Costa
Rican Colon (CRC) to USD exchange rate and also annually to reflect
changes in the U.S. Consumer Price Index (CPI). Tolls may be
adjusted prior to the next adjustment date if the U.S. CPI or the
CRC/USD exchange rate varies by more than 5%. Historically, tariffs
have been updated appropriately.

Suitable Capital Improvement Program [Infrastructure Development &
Renewal: Midrange] Brownfield asset operated by an experienced
global company with a higher-than-average expense profile due to
the geographical attributes of the project. The majority of the
investments required by the concession have been made. The
concession requires lane expansions when congestion exceeds 70% of
the ideal saturation flow, which triggers the need for of further
investments. However, the project would only be required by the
grantor to perform these investments to the extent they do not
represent a breach in the debt coverage ratios assumed by the
issuer in the financing documents.

Structural Protections Against Shortened Concession [Debt
Structure: Midrange] Debt is senior secured, pari passu, fixed rate
and fully amortizing. The debt will be denominated in USD.
Nonetheless, no significant exchange rate risk exists due to the
tariff adjustment provisions set forth in the concession and to the
fact that CRC-denominated toll revenues will be converted to USD on
a daily basis.

The structure includes a cash trap mechanism to prepay debt if
revenue outperforms the base case revenue indicated in the issuer's
financial model, which largely mitigates the risk of the concession
maturing before the debt is fully repaid. Typical project finance
features include six-month Debt Service Reserve Account (DSRA),
three-month O&M Reserve Account (OMRA), six-month backward and
forward looking 1.20x distribution trigger and limitations on
investments and additional debt.

Financial Profile:

Under Fitch's rating case, the project's yields a minimum and
average DSCR of 0.9x and 1.2x, respectively, with a Loan Life
Coverage Ratio (LLCR) of 1.2x and Net Debt to CFADS of 6.1x.
Considering this scenario, the concession will last until its final
maturity date in July 2033 and will receive MRG payments from 2025
to 2032, which amounts in average 6.9% of annual revenues. Also,
under this scenario, restricted payment conditions are not expected
to be met for six consecutive periods, which would trigger
mandatory prepayments. Debt repayment is not dependent on the MRG
payment, as should it not be received, toll revenues and reserve
funds would be sufficient to cover debt service. The metrics are in
line with Fitch's applicable criteria for the rating category,
although constrained by the sovereign risk.


There are no peers rated locally by Fitch that are comparable with
the project. The closest peer is Mexico's Concesionaria Mexiquense,
S.A. de C.V. (Conmex) rated 'BBB'/Positive, as both assets provide
access to the capital cities of their respective countries with a
significant commuting traffic base, and have similar risk
assessments at Midrange. Nevertheless, the rating difference is due
to Autopistas del Sol's much lower coverage metrics (LLCR of 1.2x
vs LLCR 2.6x).


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

  -- Negative rating action on Costa Rica's sovereign ratings could
trigger a corresponding negative action on the rated notes;

  -- Traffic volumes below Fitch's base case over a prolonged

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

  -- Positive rating action on Costa Rica's sovereign ratings could
trigger a corresponding positive rating action on the rated notes,
as long as project's fundamentals support this view.


Performance Update

In 2018, Ruta 27's equivalent weighted average annual daily traffic
(WAADT) reached 54,388 vehicles, which represented a slight
decrease of 0.9% from 2017. Actual traffic performance was below
Fitch's base and rating case expectations of 58,819 and 58,178
vehicles, respectively.

According to the concessionaire, the decline was mainly because of
higher traffic in Section I during the first months of 2017, as a
bridge in a nearby route was under maintenance, causing the
deviation of traffic to Ruta 27 until May 2017, when the bridge was
fully re-opened. Additionally, the concessionaire informed that the
September 2018 six-week national strike derived from the
legislature's tax and spending reform, in conjunction with Costa
Rica's economic downturn have had a negative impact on traffic. The
latter has been particularly observed in trucks, which decreased
3.9% in the second half of 2018.

Fitch has revised the traffic assumptions used in its cases as to
reflect the lower than expected traffic performance during the last
two years, by keeping its original traffic growth rates but applied
to the smaller traffic base observed in 2018. This is consistent
with Fitch's view of more limited growth prospects for the project
as a reflection of a lower economic activity in Costa Rica that
might hinder future vehicles' performance.

Toll revenues in 2018 had a minor increase of 0.8% to reach USD75.5
million, which was lower than Fitch's base and rating case
expectations of USD82.1 million and USD81.2 million, respectively.
Although traffic had a negative performance, toll revenues grew
mainly due to the annual tariff inflation adjustment performed in
January 2018.

In January 2019, tariffs were adjusted according to prior year U.S.
inflation to obtain a base tariff of USD3.91 for light vehicles
considering the whole length of Ruta 27. In addition, charged
tariffs have been adjusted each quarter by exchange rate movements
and any time exchange rate varies by 5% or more, as occurred in
November 2018 when CRC depreciated for approximately 8.0%.

Operation and maintenance (O&M) and major maintenance expenses in
2018 were USD20.4 million, slightly above Fitch's base case
expectation of USD19.8 million mainly due to higher than expected
major maintenance expenses. These expenses represented 27.0% of
toll revenues, similar to the previous two-year average of 26.5%.
Fitch was provided with the O&M and major maintenance budgets for
2019, which were prepared by the concessionaire, and has updated
its cases with these budgets.

DSCR was 1.3x for the six months ending in June 2018 and 1.4x for
the six months ending in December 2018, which were slightly above
Fitch's base case expected coverages of 1.3x for both payment
dates. The difference is explained by higher outflows assumed in
Fitch's base case, which offset higher assumed toll revenues; thus
generating lower coverage metrics.

Fitch Cases

Fitch's Base Case assumes 2018 traffic level as the starting point
for projections, a growth of 1.7% in 2019 and traffic growth
Compounded Annual Growth Rate (CAGR) of 1.6% from 2020 to 2033,
which considers, amongst other, that the competing route will
charge 50% of the tariff initially stablished when the concession
was granted. U.S. CPI reflects Fitch's forecast of 2.2% for 2019,
2.3% for 2020 and 2.0% afterwards. O&M and major maintenance
expenses were projected following the budget provided plus 5.0%.
Fitch's base case resulted in a minimum DSCR of 1.2x in 2021, an
average DSCR and LLCR of 1.3x, and Net debt to CFADS in 2019 of
6.1x. Fitch's base case expects no MRG collections and a single
mandatory redemption payment to be made as restricted payment
conditions will not be met for six consecutive periods. Under this
case, the concession will end in May 2033, practically at
concession's maturity, due to the project reaching the Net Present
Value (NPV) specified in the concession agreement.

Fitch's rating case also assumes 2018 traffic levels as the
starting point for projections and a growth of 1.7% in 2019,
traffic growth at a CAGR of 0.9% from 2020 to 2033, which
considers, amongst others, that the competing route will be
untolled. U.S. CPI rates as utilized in Fitch's base case. O&M and
major maintenance expenses were projected following the budget
provided plus 7.5%. Fitch's rating case resulted in a minimum DSCR
of 0.9x in 2023, average DSCR and LLCR of 1.2x, and Net debt to
CFADS in 2019 is 6.1x. Under this scenario, MRG will be received
from 2025 to 2032, representing 6.9% of annual revenues on average,
and two mandatory redemption payments are expected to occur.
Fitch's rating case expects the concession will end in July 2033,
i.e. at concession's maturity.

Asset Description

The asset serves as a connection between the city of San Jose and
its metropolitan area with Puerto Caldera, along the Pacific coast.
The asset is operated by Globalvia, one of the world leaders in
infrastructure concession management, which manages 28 concessions
in seven countries. The company was established in 2007 by FCC
Group and Bankia Group. In March 2016, Globalvia was acquired by
pension funds OPSEU Pension Plan Trust Fund (40%), PGGM N.V. (40%)
and Universities Superannuation Scheme Ltd (20%).


NATIONAL COMMERCIAL BANK: To Establish a New Banking Division
RJR News reports that organizational changes are coming at National
Commercial Bank Jamaica Limited.  Effective today, April 5, the
Retail and Corporate Banking Divisions will be consolidated.

The combined division will be called the Consumer, SME and
Corporate Banking Division, according to RJR News.

It will be led by Brian Boothe who currently heads the Retail
Banking Division, the report notes.

A news release from NCB says the current head of the Corporate
Banking Division, Andrew Simpson, will demit office, the report

As reported in the Troubled Company Reporter-Latin America on
March 1, 2017, Fitch Ratings has affirmed National Commercial Bank
Jamaica Limited's 'B' longterm and shortterm foreign and local
currency Issuer Default Ratings.


MAXCOM TELECOMUNICACIONES: S&P Cuts Issuer Credit Rating to 'SD'
On April 3, 2019, S&P Global Ratings lowered its issuer credit
rating on Maxcom Telecomunicaciones S.A.B. de C.V. to 'SD'
(selective default) from 'CCC+'. At the same time, S&P lowered its
issue-level credit ratings on the company's step-up senior notes
due 2020 to 'D' from 'CCC+'.

The downgrade follows Maxcom Telecomunicaciones S.A.B. de C.V.'s
(Maxcom) announcement on April 1, 2019, that the company has
repurchased an additional US$9 million of its step-up senior notes
2020 through open markets. These transactions considered an average
payment of US$59.75 for every US$100.0 as fair value, followed by
the cancelation of these repurchased notes. Maxcom has reached up
to $72 million in note repurchases, which represent 41.2% of the
total issued amount, maintaining an updated outstanding amount of
around $103 million.

S&P said, "We view the transaction as a distressed exchange
because, in our view, the company offered less than the original
promise on the bonds given the continuous repurchase of step-up
notes below par, reaching a significant amount, higher than 40.0%,
which according to our criteria we view as a distressed.

"We will likely raise the rating on Maxcom back to the 'CCC'
category shortly after considering the updated capital structure.
We will also assess the issue ratings based on traditional recovery
analysis and considering the company's refinancing plans on its
$103 million notes due June 2020."

MEXICO: Foreign Firms Plan to Bid on Refinery Project, Pres Says
EFE News reports that the four foreign consortia and firms that
qualified to build the Dos Bocas refinery in southeastern Mexico
have agreed to bid on the project and will submit proposals in
about two weeks, President Andres Manuel Lopez Obrador said.

"The bidding process for the new Dos Bocas refinery has started,
according to EFE News.  As you know, the call for bids went out on
March 18 and the four firms that qualified responded, it's a
process and they said they would participate," Lopez Obrador said
during his morning press conference, the report notes.

The president, popularly known as AMLO, said the bidders were
expected to submit "their proposals" before April 18, the report

The Dos Bocas refinery, located in the southeastern state of
Tabasco, will cost about MXN160 billion (some $8.26 billion) to
construct, AMLO said, the report discloses.

After visiting the refinery in the port city of Ciudad Madero, the
president said his administration's goal was to upgrade Mexico's
six oil refineries, which are operating at only 30 percent of
capacity, the report relays.

"This will mean investment of about 25 billion pesos in the six
refineries," the founder and leader of the leftist National
Regeneration Movement (Morena) said, noting that the Ciudad Madero
refinery was offline all of last year and will need MXN3.5 billion
($180 million) in investment to resume operating, the report

With the six existing refineries upgraded and the new one in Dos
Bocas online, Mexico will be "self-sufficient, (no longer needing)
to buy gasoline abroad and reducing costs," AMLO said, the report

The consortia formed by US-based Bechtel and Italy's Techint, and
Australia's WorleyParsons and US-based Jacobs, along with US-based
KBR and France's Technip were invited to bid to construct Dos
Bocas, the government said, the report says.

Lopez Obrador said that to fight corruption, one of his
administration's priorities, he would speak directly with
executives of the winning bidder and with the leader of the country
where it is based to ensure that the firm will fulfill the terms of
the contract and "act responsibly," the report notes.

"Even with President Donald Trump," the Mexican leader said in
response to a question from a reporter, the report discloses.

Questions were raised last month about the financing of the Dos
Bocas project, the report says.

In an interview with the Financial Times, Finance and Public Credit
Secretary Arturo Herrera said the refinery's groundbreaking was
delayed so that more capital could be injected into state-owned oil
giant Petroleos Mexicanos (Pemex), allowing the energy company to
increase production, the report notes.

Lopez Obrador, however, said during his March 12 press conference
that Mexico had the resources needed to build the refinery,
refuting his finance secretary's statements to the FT, the report

"We have 50 billion pesos (about $2.6 billion) for the refinery. We
do have a budget," the president said, the report  adds.

P U E R T O   R I C O

4J CUSTOM DESIGN: Unsecureds Recovery Raised to $16K at 4%
4J Custom Design, Inc. filed an amended disclosure statement in
support of its proposed plan of reorganization dated March 24,

The purpose of the amended plan is: (a) to make only one impaired
class that contains all general unsecured creditors; (b) to add a
clause that debtor will pay within one year counting from the
effective date, the general unsecured creditors that would receive
$200 or less in the plan and (c) to increase general unsecured
creditors class distribution to $16,000 plus 4% interest within 60
months counting from the effective date.

Previously classified in Class 3, general unsecured creditors are
now classified in Class 2. On the consummation date, the entire
Class 2 claimants and creditors will receive from the Debtor a
non-negotiable, non-interest bearing promissory note, dated as of
the Effective Date, providing for a total amount of $16,000 plus 4%
annual interest which will be payable in consecutive monthly
installments of $294.66 during a period of five years, starting on
the Effective Date; with a monthly pro-rata distribution among all
members of this Class 2. Debtor proposes that for practical
purposes, and to avoid to issue check payment of less than $2, the
corporation will pay claimholders 2, 3, 4, and Quality Water
Service proposed distribution within one year counting from the
effective date. In all these claims debtor will receive less than
$200 for their respective entire claim.

In the initial plan, the Debtor proposed that general unsecured
creditors will receive from the Debtor a non-negotiable,
non-interest bearing promissory note, dated as of the Effective
Date, providing for a total amount of $10,000 plus 4% annual
interest which shall be payable in consecutive monthly installments
of $184.17 during a period of five years, starting on the Effective
Date; with a monthly pro-rata distribution among all members of
this Class 3.

A copy of the Amended Disclosure Statement dated March 24, 2019 is
available at at
no charge.

                 About 4J Custom Design Inc.

4J Custom Design Inc., filed a Chapter 11 bankruptcy petition
(Bankr. D.P.R. Case No. 18-05704) on Sept. 28, 2018, estimating
under $1 million in assets and liabilities.  Jaime Rodriguez Perez,
Esq., at Hatillo Law Office, PSC, is the Debtor's counsel.

AEROSTAR AIRPORT: Moody's Affirms Ba2 Bond Rating, Outlook Stable
Moody's Investors Service affirmed the Ba2 assigned to $400 million
(original outstanding amount) of senior secured bonds issued by
Aerostar Airport Holdings, LLC ("Aerostar") and changed the rating
outlook to stable from negative.

Outlook Actions:

Issuer: Aerostar Airport Holdings, LLC.

Outlook, Changed To Stable From Negative


Issuer: Aerostar Airport Holdings, LLC.

Senior Secured Notes, Affirmed Ba2


Aerostar's Ba2 rating affirmation and outlook stabilization
reflects the company's credit strengths that partially mitigate the
economic prospects and population trends of the Commonwealth of
Puerto Rico (Ca negative), as well as a limited impact of Hurricane
Maria on enplanement levels at San Juan Luis Muñoz Marín

Aerostar benefits from an Airport Use Agreement (AUA) with airlines
that sets a revenue floor for the airport regardless of actual
enplanements. In addition, Moody's expects that tourism related
travel will continue to recover over the next two years. The rating
also incorporates the airport's dominant market position as the
largest airport in Puerto Rico, serving San Juan, the
Commonwealth's capital.

Despite the recent negative enplanement trends over two consecutive
years, Aerostar's revenue generation has not been materially
affected. Total revenues in 2018 increased 2.4% compared to those
of 2017 notwithstanding the effects of Hurricane Maria.

Moody's funds from operations to debt ("FFO/Debt") as of December
2018 was 14.1%, reflecting the airports moderate leverage, and cash
interest coverage ("CIC") was 3.38x, indicating that SJU is
generating sufficient cash to maintain operations and meet
borrowing costs. Going forward, Moody's would expect these metrics
to improve even under low enplanement scenarios, backed by tariff
increases and the amortizing profile of the debt.

Moody's outlook change to stable from negative incorporates its
expectation that enplanement levels will remain resilient to Puerto
Rico's weak economic conditions and operating environment, and that
revenues will continue to grow as a result of inflation-indexed


A solid recovery of tourism leading to strong traffic performance
that result in projected cash interest coverages above 3.5x and
FFO/Debt above 14% on a sustained basis would exert upward credit
pressure on the rating.

Downward pressure on the ratings would be triggered by a material
reduction on enplanement levels due to a slow recovery of tourism
or lower revenues that lead to cash interest coverages below 2.0x
and FFO/Debt below 8% on a sustained basis.

The principal methodology used in these ratings was Privately
Managed Airports and Related Issuers published in September 2017.

LA TRINIDAD ELDERLY: Case Summary & 18 Unsecured Creditors
Debtor: La Trinidad Elderly, LP, SE
        PO Box 12032
        San Juan, PR 00914

Business Description: La Trinidad Elderly LP SE is a privately
                      held company in San Juan, Puerto Rico
                      engaged in activities related to real

Chapter 11 Petition Date: September 25, 2018

Case No.: 18-05549

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

Judge: Hon. Brian K. Tester

Debtor's Counsel: Wigberto Lugo Mender, Esq.
                  LUGO MENDER GROUP, LLC
                  Centro Internacional De Mercadeo
                  100 Carr 165 Suite 501
                  Guaynabo, PR 00968
                  Tel: 787 707-0404

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Jorge A. Rios Pulperio,
president-managing partner.

A full-text copy of the petition containing, among other items, a
list of the Debtor's 18 unsecured creditors is available for free


PUERTO RICO: Oversight Board May Seek Money Back From Bondholders
Luis Valentin Ortiz at Reuters reports that Puerto Rico's federally
created oversight board believes it can recover payments to
bondholders possibly in the billions of dollars if certain debt
sold by the bankrupt U.S. commonwealth is found to be invalid,
according to a motion filed in federal court.

Critics called the board's targeting of bondholder payments another
attempt to pressure creditors to settle, according to Reuters.

The board, which filed bankruptcy for the island in May 2017 to
restructure about $120 billion of debt and pension obligations, had
sought approval in January to void more than $6 billion of
defaulted general obligation bonds sold in 2012 and 2014 on the
basis they were issued in violation of debt limits in Puerto Rico's
constitution, the report notes.

Other creditor groups in the bankruptcy are also trying to
invalidate pension bonds and debt sold by the island's Public
Buildings Authority, the report relays.

U.S. Judge Laura Taylor Swain, who is overseeing the bankruptcy,
has yet to rule on those requests, Reuters says.

The report notes that the board's latest filing asks the court to
extend a statute of limitations, which expires next month, until
there is a ruling on the bonds' validity and because more time is
needed to prepare "potentially hundreds" of lawsuits seeking
principal and interest repayments.  Swain will address the
extension at an April 24 hearing.

James Spiotto, a municipal bankruptcy expert and managing director
of Chapman Strategic Advisors, said the board is trying to step up
pressure on creditors, the report discloses.

Because Puerto Rico bonds were widely held by municipal bond funds
and other investors due to their attractive exemption from all
local, state and federal income taxes, it would be "a nightmare
figuring out who got paid what when, and how you get the money
back," he said, adding that doing so would be a costly endeavor,
the report relays.

Dan Solender, a portfolio manager at Lord Abbett, said the board
was likely seeking a more advantageous debt restructuring rather
than "a long and expensive fight" with bondholders, the report

"If they really believe this issuance is not legal the responsible
parties would be the lawyers and underwriters and not the
bondholders," he said, Reuters discloses.  Several Democratic
members of Congress sent a letter to oversight board Chairman Jose
Carrion urging legal action to recoup fees paid to underwriters and
advisers involved in selling the GO bonds, the report relays.

A board spokesman said all potential claims are being reviewed, the
report adds.

                         About Puerto Rico

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

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

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

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

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

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

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

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

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

Prime Clerk LLC is the claims and noticing agent.  Prime Clerk
maintains a case web site at

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

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

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

                    Bondholders' Attorneys

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

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

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

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

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


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


PETROLEOS DE VENEZUELA: Oil Exports Stable in March
Marianna Parraga at Reuters reports that Venezuela's state-run
energy company, Petroleos de Venezuela S.A. (PDVSA), kept oil
exports near 1 million barrels per day in March despite U.S.
sanctions and power outages that crippled its main export terminal,
according to PDVSA documents and Refinitiv Eikon data.

The OPEC member stabilized exports in March after shipments fell
about 40 percent in February from the prior months, in the
immediate aftermath of the United States announcing it would impose
sanctions on oil sales to choke off the main source of revenue for
socialist President Nicolas Maduro, according to Reuters.

The United States and many Western governments have recognized
Venezuelan opposition leader Juan Guaido as the country's rightful
leader, the report notes.  Guaido in January invoked the
constitution to assume an interim presidency on the grounds that
Maduro's 2018 re-election was illegitimate, the report discloses.

March's exports of 980,355 barrels per day (bpd) of crude and fuel
were only slightly below February's shipments of 990,215 bpd,
according to the documents seen by Reuters and the Refinitiv Eikon
data, the report says.

U.S. restrictions on Venezuelan exports will tighten further in
May, when the grace period for winding down purchases expires for
importers of Venezuelan oil who use U.S. subsidiaries or the U.S.
financial system for transactions, the report relays.

"(We will) continue to take action to ensure Venezuela's energy
resources are preserved for the legitimate government of interim
president Juan Guaido, for the people of Venezuela, and the
reconstruction of a country destroyed through mismanagement and
corruption," a senior U.S. administration official told Reuters.

U.S. President Donald Trump is considering imposing sanctions on
companies from other countries that do business with Venezuela,
White House national security adviser John Bolton told Reuters.

The report relays that most oil shipments in February and March
were destined for Asia.  Until the sanctions, the United States was
Venezuela's largest crude buyer, the report says.

"Given the new set of challenges that landed on PDVSA's lap, we
were surprised to see a rebound in exports amid the nationwide
power blackouts," said Samir Madani, co-founder of, a service that tracks oil shipments and
storage, the report notes.

Exports dipped below 650,000 bpd during the blackouts,
TankerTrackers estimates, the report says.

Two massive power outages in March caused Jose port, the country's
largest crude terminal, to shut for at least six full days,
according to the Eikon data, the report relays.

PDVSA was able, however, to offset delays caused by the blackouts
by loading larger vessels bound for Asia. Shipping data shows the
company plans to do the same again in April, the report discloses.

Cargoes sent to India, China and Singapore, a hub for storage and
re-exports, made up 74 percent of total exports in March, compared
with almost 70 percent in February, the report notes.

Exports to Europe accounted for 17 percent of the total, versus 22
percent the previous month, the report discloses.

PDVSA also continued exporting oil to Maduro's ally Cuba. At least
seven small cargoes were sent from its ports in March, totaling
65,520 bpd of crude and fuel, according to the data, the report

Guaido last month said shipments to Cuba should be halted. But
PDVSA, controlled by a military leadership loyal to Maduro, has
continued exports to the island, the report notes.

The state-run company did not respond to a request for comment.

The report notes that Venezuela's oil production once surpassed 3
million bpd, but years of what critics say is mismanagement and
corruption have caused that output to dwindle.  The reduction in
oil revenue has led the once-prosperous nation into recession and
created conditions for hyperinflation, the report says.  Millions
have fled the country and many who remain cannot afford food or
basic goods, the report discloses.

Sanctions have made it difficult for PDVSA to take payment for its
exports, said a PDVSA source, who did not want to be identified for
fear of retaliation, the report says.

"The largest problem is not to load and ship the vessels," the
source said, declining to be identified due to the sensitivity of
the matter.  "It is to get paid."

                   India Remains Top Destination

India was once again Venezuela's main destination for exports in
March, with a third of total cargoes sent to refineries operated by
Reliance Industries and Nayara Energy, the report relays.

U.S. imports of Venezuelan oil have dropped to zero since mid-March
due to sanctions, according to the U.S. Energy Information
Administration, the report notes.

The report says that the largest individual recipient of Venezuelan
barrels last month was China National Petroleum Corp (CNPC) and its
subsidiaries with some 234,000 bpd, followed by Russia's Rosneft,
which received 214,000 bpd, according to the data.  New customers
including trading firms Sahara Energy and MS International also
received access to Venezuelan crude, the report relays.

Rosneft has increased its share of Venezuelan oil shipments since
the sanctions, mainly for reselling to refiners, the report
discloses.  Venezuela's oil minister, Manuel Quevedo, last month
traveled to Moscow to negotiate larger sales of Venezuelan oil to
Russian companies, the report relays.

Rosneft has also boosted fuel supplies to Venezuela, according to
the data, the report notes.  Venezuela imported 184,500 bpd of fuel
last month, with the largest portion provided by the Russian
company, followed by cargoes sent by Reliance and Spain's Repsol,
the report says.

Following U.S. pressure, Reliance turned to selling fuel to
Venezuela from India and Europe to circumvent sanctions. Repsol in
March swapped gasoline and other fuel for Venezuelan crude as part
of an agreement to collect on dividends owed it by PDVSA, the
report adds.

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


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

Troubled Company Reporter-Latin America is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Fairless
Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C.,
USA, Marites O. Claro, Joy A. Agravante, Rousel Elaine T.
Fernandez, Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A.
Chapman, Editors.

Copyright 2019.  All rights reserved.  ISSN 1529-2746.

This material is copyrighted and any commercial use, resale or
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Information contained herein is obtained from sources believed to
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