TCRLA_Public/190703.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

          Wednesday, July 3, 2019, Vol. 20, No. 132

                           Headlines



A N T I G U A   A N D   B A R B U D A

LIAT: Negotiations Between Governments on Takeover Begins


A R G E N T I N A

PAMPA ENERGIA: Fitch Rates New Sr. Unsec. Notes 'B', Outlook Neg.
PAMPA ENERGIA: S&P Assigns 'B' Rating on New Sr. Unsecured Bonds


B O L I V I A

BANCO ECONOMICO: Moody's Withdraws B1 Deposit Ratings
BANCO MERCANTIL STA CRUZ: Moody's Withdraws B1 Deposit Ratings
BANCO UNION: Moody's Withdraws B1 Deposit Ratings
BISA SEGUROS: Moody's Withdraws Ba3 IFS Rating on Business Reasons
BNB LEASING: Moody's Withdraws Ba3 CFR for Business Reasons

SEGUROS ILLIMANI: Moody's Withdraws Caa3 IFS Rating
UNIVIDA SA: Moody's Withdraws B1 IFS Rating for Business Reasons
YPFB TRANSIERRA: Moody's Withdraws Ba3 CFR for Business Reasons


B R A Z I L

ODEBRECHT SA: Caixa Bank Balks at Bondholders' Inclusion in Case
USINAS SIDERURGICAS: Fitch Raises LT Issuer Default Ratings to BB-


P U E R T O   R I C O

BENEFIT CONSULTING: Taps WRV Legal Strategies as Counsel
HOTEL CUPIDO: Case Summary & 7 Unsecured Creditors
PUERTO RICO: Hit With New Spending Curbs By Oversight Board
STONEMOR PARTNERS: Completes $447.5MM Recapitalization Transaction


T R I N I D A D   A N D   T O B A G O

TRINIDAD & TOBAGO: Custom Delays Causes Huge Losses

                           - - - - -


=====================================
A N T I G U A   A N D   B A R B U D A
=====================================

LIAT: Negotiations Between Governments on Takeover Begins
---------------------------------------------------------
Barbados Today reports that negotiations began July 1 between the
governments of Barbados and Antigua and Barbuda over the takeover
of Barbados' majority ownership of island-hopping airline LIAT
Ltd., formerly known as Leeward Islands Air Transport or LIAT.

Teams from both countries met at the Hilton Hotel to begin talks,
after Barbados' lead negotiator, Attorney General Dale Marshall,
revealed he had tried unsuccessfully to arrange a previous meeting
with LIAT officials to discuss the details surrounding selling its
49.4 per cent stake to the Gaston Browne administration, according
to Barbados Today.

The Attorney General said he was hopeful he would be able to meet
with authorities from St John's before the start of the CARICOM
summit in St Lucia, the report notes.

Marshall led a team which also included Minister of Tourism Kerrie
Symmonds and Director of Finance and Economic Affairs Ian
Carrington into the proceedings, the report relays.

The report recalls that Prime Minister Mia Mottley recently
announced Government's plans to sell its majority ownership to the
second highest shareholder. The Antiguan government holds a 34 per
cent stake in the carrier, which serves 15 Caribbean destinations
with almost 500 flights, the report says.

In explaining her reasons for selling the shares, Mottley said that
Barbados simply was not in a financial position to support LIAT and
as a result had made a decision to "take a step back," the report
notes.

While acknowledging the regional airline was in a need of an
overhaul, the Prime Minister promised Barbados would continue to
support intra-regional travel, the report relays.  She gave no
further explanation of how that would be achieved.

Mottley said then: "The current model which LIAT has within the
1974 limited is not an attractive model and what is needed is
significant restructuring. Indeed a new model of governance, a new
financial model and a new operational model in order for it to be
able to extract greater benefits and provide the services which it
does," the report adds.

                            About LIAT

LIAT Ltd., formerly known as Leeward Islands Air Transport or LIAT,
is an airline headquartered on the grounds of V. C. Bird
International Airport in Antigua.  It operates high-frequency
inter-island scheduled services serving 15 destinations in the
Caribbean.  The airline's main base is VC Bird International
Airport, Antigua and Barbuda, with bases at Grantley Adams
International Airport, Barbados and Piarco International Airport,
Trinidad and Tobago.

The airline is owned by seven Caribbean governments, with three
being the major shareholders: Barbados, Antigua & Barbuda and St.
Vincent and the Grenadines along with Dominica(94.7 %); other
Caribbean governments, private shareholders and employees (5.3%).

In the last few years, LIAT has been challenged with financial
difficulties, often needing additional funding as the airline dealt
with the high cost of operations.  In November 2016, the Barbados
government defended LIAT's operations, even as opposition
legislators called for a cessation of the business.  In early 2015,
LIAT offered early retirement packages to employees in efforts to
downsize.  In 2014, LIAT knew it had to deal with unprofitable
routes to make operations viable.  In the third quarter of 2013,
the airline's top management was shaken, with news Chief Executive
Officer Captain Ian Brunton's sudden resignation.

LIAT's current chief executive officer is Julie Reifer-Jones,
chairman is Jean Holder, and chief financial officer is Rojer
Inglis.

Dr. Ralph Gonsalves, prime minister of St. Vincent & the
Grenadines, serves as chairman of LIAT shareholders.




=================
A R G E N T I N A
=================

PAMPA ENERGIA: Fitch Rates New Sr. Unsec. Notes 'B', Outlook Neg.
-----------------------------------------------------------------
Fitch Ratings has assigned a 'B'/'RR4' rating to Pampa Energia
S.A.'s proposed senior unsecured notes. Pampa Energia plans to use
the proceeds for debt refinancing and general corporate purposes.
Fitch currently rates Pampa Energia S.A.'s Long-Term Foreign
Currency and Local Currency Issuer Default Rating 'B'.

The Rating Outlooks for the LT FC and LC IDRs is Negative, similar
to Argentina's sovereign Outlook. Pampa's 'B' LT FC IDR is
constrained by Argentina's 'B' Country Ceiling, which limits the
foreign currency rating of most Argentine corporates. Fitch's
Country Ceilings are designed to reflect the risks associated with
sovereigns placing restrictions upon private sector corporates,
which may prevent them from converting local currency to any
foreign currency under a stress scenario, and/or may not allow the
transfer of foreign currency abroad to service foreign currency
debt obligations.

Pampa's ratings also reflect the Argentine electricity industry's
regulatory risk, as the system continues to require financial
support from the Argentine government; thus, Fitch aligns Pampa's
ratings with its counterparty risk, CAMMESA/Argentina sovereign
(B/Negative). The ratings are constrained by the macro-economic
environment, including high inflation and steep currency
devaluation.

The Negative Outlook, which mirrors that of the Argentine
sovereign, reflects sharply weaker economic activity and uncertain
prospects for multi-year fiscal consolidation and market financing
availability as IMF funds are used up, posing risks to sovereign
debt sustainability. Fitch assumes that in 2019, the Argentine
government will achieve the fiscal adjustment targeted in the
budget and that the recently renegotiated IMF program will help it
fully cover its financing needs, but sees downside risks amid a
nascent economic recession and election cycle. After 2019,
prospects for further fiscal consolidation, economic recovery and
restoration of external market access are uncertain and are likely
to be sensitive to the election outcome.

KEY RATING DRIVERS

Heightened Counterparty Exposure: Pampa's power segment, which
represented nearly 45% of EBIT in 2018, receives payments from
CAMMESA, which acts as an agent on behalf of an association
representing agents of electricity generators, transmission,
distribution and large consumers or the wholesale market
participants (Mercado Mayorista Electrico; MEM). Although over the
past 24 months CAMMESA's payment track record has been consistent
and on time, historically, payments have been volatile, given that
the agency depends partially on the Argentine government for funds
to make payments. The notable exceptions were a delay in September
and December 2018 in the FX portion of CAMMESA's payment to market
participants due to Argentina's currency crisis.

Uncertain Regulatory Environment: Fitch believes Argentina's
current economic and political environment increases the regulatory
uncertainty. With the recent announcement that tariffs will rise
and the presidential elections in October 2019, Fitch believes
power companies are exposed to uncertain regulatory changes, which
could negatively impact their bottom lines and is reflected in its
ratings, aligned to the sovereign. The companies operate in a
highly strategic sector where the government both has a role as the
price/tariff regulator and also controls subsidies for industry
players. Fitch believes the government may adjust prices paid to
generation companies to offset the increased cost of the system
caused by the peso devaluation and continued high energy losses
realized by distribution companies and higher expected delinquency
payments due the challenging economic environment. Fitch believes
the government may force generation companies to absorb some of the
cost.

Diversified Business Profile: Fitch believes Pampa's business
diversification is a credit positive as it adds to cash flow
stability, as its power generation, transmission, distribution and
transportation segments have predictable cash flow profile.  Pampa
is a leading company in the midstream, transmission and electricity
distribution segments as its co-controls Transportadora de Gas del
Sur S.A. (TGS), Transener and is a majority owner of Edenor. TGS
transports 60% of gas consumed in Argentina and is the leading NGL
processor and marketer in Argentina. While Transener is the largest
high voltage power transmission company in Argentina, with 85%
market share, complimented by Edenor, which is the largest
electricity utility company of Argentina with 20% market share as
of year-end 2018.

Strong Capital Structure Projected: Fitch's base case forecasts
that total debt to EBITDA will be 2.0x in 2019 and deleverage to
1.4x by 2020. In December 2018, Pampa reported total debt adjusted
for ownership debt of USD2.3 billion resulting in gross leverage
defined as total debt to EBITDA of 2.4x in 2018.  During this time,
Pampa reported a total cash position adjusted by ownership of
USD682 million.

Positive FCF Through The Cycle: Fitch anticipates positive FCF for
Pampa through 2022 as the company has modest capex plans aimed at
developing unconventional gas production and three power generation
projects (Genelba and Pampa/De La Bahia). Fitch estimates Pampa's
FCF can average 15% of revenues through 2022, absent any additional
projects increasing capex, extraordinary acquisitions or dividends,
which exceed 10% of net income. Fitch estimates the company will be
able to finance capex plans with cash on hand and operating cash
flow.

Small Production Profile and Adequate Hydrocarbon Reserve Life:
Pampa has small but stable production profile in comparison with
its international peers, but has a strong 1P reserve life of
approximately 8.0 years. Pampa's production size of below
75,000-boed and reserve life below 10 years is consistent with a
'B' category. Fitch expects the company will continue to focus on
unconventional gas production in the Neuquen basis and maintain its
average production of 45,000 boed, with nearly all of it attributed
to gas production.

DERIVATION SUMMARY

Pampa Energia S.A.'s LT FC IDR is constrained by Argentina's 'B'
Country Ceiling. This is the same for Argentine utility peers AES
Argentina Generacion S.A. (B/Negative), Capex S.A. (B/Negative) and
Genneia S.A. (B/Negative). Fitch believes Pampa Energia's
integrated business model integrating electricity distribution,
midstream and upstream is a credit positive diversifying cash flow.


The company's small production size compares favorably to other 'B'
rated oil and gas exploration and production producers. These peers
include Frontera Energy Corporation (B+/Negative), Geopark Limited
(B+/Stable), Gran Tierra Energy International Holdings Ltd.
(B/Positive) and Compania General de Combustibles S.A. (CGC,
B/Negative).

Over the rating horizon, Fitch expects Pampa will average 45,000
barrels of oil equivalent per day (boed) between 2019 through 2020.
This is slightly lower than Geopark at 50,000boed, and higher than
Gran Tierra and CGC at 40,000boed. Pampa's reported 130 million
barrels of oil equivalent and proven reserves, at YE 2018, equating
to a reserve life of 8.0 years.

This is higher than Frontera Energy's 4.3 years, Gran Tierra's 5.9
years, CGC's 5.3 years and slightly less than GeoPark's 8.7 years.
Pampa has a strong reserve base, and Fitch estimates the company
will be able to maintain its reserve life of greater than seven
years as it continues to increase production size focusing on gas
production.

Fitch estimates the company's gross leverage to be, on average,
below 2.0x in 2019 and to decrease to nearly 1.0x in 2022, assuming
the company repays maturing Pampa debt. Pampa's expected gross
leverage, over the rating horizon, compares favorably to both
Argentine utilities and 'B' category oil and gas peers. Fitch
estimates the median gross leverage for oil and gas peers during
this period was 1.7x and 4.4x for Argentina utility peers.

KEY ASSUMPTIONS

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

  - Total hydrocarbon production of between 45,000 and 50,000 boe/d
between 2019-2022;

  - Average realized natural gas price of USD3.5mmbtu in 2019,
USD3.80mmbtu in 2020, USD4.00mmbtu in 2021 and USD4.10mmbtu in
2022

  - Electricity prices denominated in USD with an average monomic
price of USD50.24 per MWh between 2019 through 2022 respectively,
reflecting new tariff scheme;

  - Average annual electricity production of nearly 36,591 GWh in
2019 and 2019 and 40,000GWh on average for 2020-2021;

  - CAMMESA payments made within 42 days;

  - Total capex of USD1.5 billion between 2019 through 2022, and an
average annual capex of USD376 million;

  - Dividends payments of 10% of net income between 2019 through
Equity share repurchase of USD100 million executed in 2019 - 2022.

Key Recovery Rating (RR) Assumptions:

  - The recovery analysis assumes that Pampa would be liquidated in
bankruptcy, and Fitch has assumed a 10% administrative claim.

Liquidation Approach: The liquidation estimate reflects Fitch's
view of the value of inventory and other assets excluding its oil
and gas assets that can be realized in reorganization and
distributed to creditors;

  - The 50% advance rate is typical of inventory liquidations for
the oil and gas industry;

  - The USD10 per barrel estimate reflects the typical valuation of
recent reorganizations in the oil and gas industry. The waterfall
results in a 100% recovery corresponding to an 'RR1' for the senior
unsecured notes (USD1,250 million). The RR is limited, however, to
'B'/'RR4' as Argentina is categorized as Group D, per Fitch's
Country-Specific Treatment of Recovery Ratings Criteria, which caps
the recovery ratings at 'RR4.'

RATING SENSITIVITIES

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

  - An upgrade of the ratings of Argentina could result in a
positive rating action;

  - Given the issuer's high dependence on subsidies by CAMMESA and
Energia Argentina S.A. (ENARSA) from the Treasury, any further
regulatory developments leading to a more independent market less
reliant on support from the Argentine government could positively
affect the company's collections and cash flow.
Developments That May, Individually or Collectively, Lead to
Negative Rating Action

  - A downgrade of the ratings of Argentina could result in a
negative rating action.

  - A reversal of government policies resulting in a significant
increase in subsidies coupled with a delay in payments for
electricity sales;

  - Sustainable production size declines to below 35,000boed; or

  - Reserve life declines to below seven years on a sustained
basis;

  - A significant deterioration of credit metrics to total
debt/EBITDA of 4.5x or more.

LIQUIDITY

Adequate Liquidity: In December 2018, Pampa reported available cash
of USD682 million, which covers interest expenses through 2020,
after the company executes its announced USD200 million share
repurchase plan. The company does not face any significant
financing needs over the foreseeable future, and Fitch expects the
company will finance its capex through operating cash flow and
cash.

FULL LIST OF RATING ACTIONS

Fitch currently rates the following:

Pampa Energia S.A.

  -- Long-Term Foreign Currency IDR 'B'; Outlook Negative;

  -- Long-Term Local Currency IDR 'B'; Negative;

  -- International senior unsecured notes due 2027 'B'/'RR4'.

Fitch has assigned the following rating to the proposed issuance:

  -- International senior unsecured notes 'B'/'RR4'.


PAMPA ENERGIA: S&P Assigns 'B' Rating on New Sr. Unsecured Bonds
----------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating to Pampa
Energia S.A.'s (B/Stable/--) proposed senior unsecured bonds. The
bonds will rank pari passu with the company's all other senior
unsecured debt, and S&P expects Pampa to use the proceeds mostly
for refinancing and capital expenditures. S&P rates Pampa's senior
unsecured notes at the same level as the issuer credit rating
because S&P doesn't believe there are material financial
obligations that would rank ahead of the company's unsecured debt
by way of structural or contractual subordination in a default
scenario. Pampa doesn't hold any secured obligations, and the debt
at the level of its operating subsidiaries accounts for only about
14% of total debt.

The ratings reflect Pampa's competitive position as a strong player
in the Argentine energy sector, which is tempered by its exposure
to the country's fragile economy and volatile regulatory framework,
as well as Pampa's limited geographic diversification. S&P said,
"We continue to limit our ratings on Pampa at the sovereign level,
given that the energy sector depends on the regulatory framework
and government support. We also believe that a hypothetical
sovereign default scenario, including high inflation, sharp
currency depreciation, and overall weak economic conditions, would
undermine Pampa's financial flexibility."




=============
B O L I V I A
=============

BANCO ECONOMICO: Moody's Withdraws B1 Deposit Ratings
-----------------------------------------------------
Moody's Latin America Agente de Calificacion de Riesgo announced
that it has withdrawn all of its ratings for Banco Economico S.A.
(Bolivia) for business reasons.

The following ratings of Banco Economico S.A. (Bolivia) were
withdrawn:

  - Long-term global local currency deposit rating, previously
    rated Ba3 with stable outlook

  - Short-term global local currency deposit rating, previously
    rated Not Prime

  - Long-term global foreign currency deposit rating, previously
    rated B1 with stable outlook

  - Short-term foreign currency deposit rating, previously rated
    Not Prime

  - Bolivian long-term national scale local currency deposit
rating,
    previously rated Aa1.bo with stable outlook

  - Bolivian long-term national scale foreign currency deposit
    rating, previously rated Aa3.bo with stable outlook

  - Global scale local currency subordinated debt rating,  
    previously rated B2

  - National scale local currency subordinated debt rating,
    previously rated Baa1.bo

  - Baseline credit assessment, previously rated b1

  - Adjusted baseline credit assessment, previously rated b1

  - Long-term counterparty risk assessment, previously
    rated Ba3(cr)

  - Short-term counterparty risk assessment, previously rated
    Not Prime(cr)

Outlook, Changed To Rating Withdrawn From Stable

RATINGS RATIONALE

Moody's has decided to withdraw the ratingss for its own business
reasons.


BANCO MERCANTIL STA CRUZ: Moody's Withdraws B1 Deposit Ratings
--------------------------------------------------------------
Moody's Latin America Agente de Calificacion de Riesgo announced
that it has withdrawn all of its ratings for Banco Mercantil Santa
Cruz S.A. for business reasons.

The following ratings of Banco Mercantil Santa Cruz S.A. were
withdrawn:

  - Long-term local currency deposit rating, previously rated Ba3
with stable outlook

  - Short-term local currency deposit rating, previously rated Not
Prime

  - Long-term foreign currency deposit rating, previously rated B1
with stable outlook

  - Short-term foreign currency deposit rating, previously rated
Not Prime

  - Bolivian national scale long-term local currency deposit
rating, previously rated Aaa.bo with stable outlook

  - Bolivian national scale long-term foreign currency deposit
rating, previously rated Aa3.bo with stable outlook

  - Baseline credit assessment, previously rated b1

  - Adjusted baseline credit assessment, previously rated b1

  - Long-term counterparty risk assessment, previously rated
Ba3(cr)

  - Short-term counterparty risk assessment, previously rated Not
Prime(cr)

Outlook, changed to rating withdrawn from stable

RATINGS RATIONALE

Moody's has decided to withdraw the ratingss for its own business
reasons.


BANCO UNION: Moody's Withdraws B1 Deposit Ratings
-------------------------------------------------
Moody's Latin America Agente de Calificacion de Riesgo announced
that it has withdrawn all of its ratings for Banco Union S.A.
(Bolivia) for business reasons.

The following ratings of Banco Union S.A. (Bolivia) were
withdrawn:

  - Long-term local currency deposit rating, previously rated Ba3
    with stable outlook

  - Short-term local currency deposit rating, previously rated
    Not Prime

  - Long-term foreign currency deposit rating, previously rated
    B1 with stable outlook

  - Short-term foreign currency deposit rating, previously rated
    Not Prime

  - Bolivian national scale long-term local currency deposit
rating,
    previously rated Aaa.bo with stable outlook

  - Bolivian national scale short-term local currency deposit
rating,
    previously rated BO-1

  - Bolivian national scale long-term foreign currency deposit
    rating, previously rated Aa3.bo with stable outlook

  - Bolivian national scale short-term foreign currency deposit
    rating, previously rated BO-1

  - Baseline credit assessment, previously rated b1

  - Adjusted baseline credit assessment, previously rated b1

  - Long-term counterparty risk assessment, previously rated
Ba3(cr)

  - Short-term counterparty risk assessment, previously rated
    Not Prime(cr)

Outlook, changed to rating withdrawn from stable

RATINGS RATIONALE

Moody's has decided to withdraw the ratings for its own business
reasons.


BISA SEGUROS: Moody's Withdraws Ba3 IFS Rating on Business Reasons
------------------------------------------------------------------
Moody's Latin America Agente de Calificacion de Riesgo, S.A.
withdrawn the Ba3 global local currency and Aaa.bo Bolivian
national scale insurance financial strength ratings of Bisa Seguros
y Reaseguros S.A.. At the time of the withdrawal, the outlook of
the organization was stable.

Moody's has decided to withdraw the ratings for its own business
reasons.


BNB LEASING: Moody's Withdraws Ba3 CFR for Business Reasons
-----------------------------------------------------------
Moody's Latin America Agente de Calificacion de Riesgo announced
that it has withdrawn all of its ratings for BNB Leasing S.A. for
business reasons.

The following ratings of BNB Leasing S.A. were withdrawn:

  - Long-term local and foreign currency corporate family rating,
    previously rated Ba3 with stable outlook

  - Bolivian national scale long-term local and foreign currency
    corporate family rating, previously rated Aaa.bo with stable
    outlook

  - Local currency senior unsecured debt rating, previously rated
    Ba3 with stable outlook

  - Bolivian national scale local currency senior unsecured debt
    rating, previously rated Aaa.bo with stable outlook

  - Local and foreign currency senior unsecured MTN, previously
    rated (P)Ba3

  - Bolivian national scale local and foreign currency senior
    unsecured MTN, previously rated Aaa.bo

Outlook, changed to rating withdrawn from stable

RATINGS RATIONALE

Moody's has decided to withdraw the ratingss for its own business
reasons.


SEGUROS ILLIMANI: Moody's Withdraws Caa3 IFS Rating
---------------------------------------------------
Moody's Latin America Agente de Calificacion de Riesgo, S.A.
withdrawn the Caa3 global local currency and Caa3.bo Bolivian
national scale insurance financial strength ratings of Seguros
Illimani S.A.. At the time of the withdrawal the outlook of the
organization was stable.

Moody's has decided to withdraw the ratings for its own business
reasons.


UNIVIDA SA: Moody's Withdraws B1 IFS Rating for Business Reasons
----------------------------------------------------------------
Moody's Latin America Agente de Calificacion de Riesgo, S.A.
withdrawn the B1 global local currency and Aa3.bo Bolivian national
scale insurance financial strength ratings of Seguros y Reaseguros
Personales UNIVIDA S.A.. At the time of the withdrawal. the outlook
of the organization was stable.

Moody's has decided to withdraw the ratings for its own business
reasons.


YPFB TRANSIERRA: Moody's Withdraws Ba3 CFR for Business Reasons
---------------------------------------------------------------
Moody's Latin America Agente de Calificacion de Riesgo S.A. has
withdrawn YPFB Transierra S.A.'s Ba3/Aa2.bo ratings for its own
business reasons.

The following ratings were withdrawn:

  - LT Corporate Family Rating: Ba3

  - NSR LT Corporate Family Rating: Aa2.bo

  - LT Senior Unsecured (global scale): Ba3

  - NSR LT Senior Unsecured (national scale): Aa2.bo

  - Outlook: changed to rating withdrawn from stable

Moody's has decided to withdraw the ratings for its own business
reasons.




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

ODEBRECHT SA: Caixa Bank Balks at Bondholders' Inclusion in Case
----------------------------------------------------------------
Carolina Mandl and Tatiana Bautzer at Reuters report that Brazil's
state-controlled bank Caixa Economica Federal SA is challenging a
decision by corruption-ensnared conglomerate Odebrecht SA to
include one of its units' foreign bondholders in its bankruptcy
protection filing, according to a document filed in the court
case.

Among the 21 Odebrecht affiliates that filed for the bankruptcy
proceeding two weeks ago was Odebrecht Finance, the issuer of $3
billion in bonds guaranteed by the group's construction unit OEC,
according to Reuters.

The report notes that Caixa said in the document that Odebrecht's
move to include those bondholders in the bankruptcy case was
designed to reduce the voting power of other creditors.

"This seems to be a strategy by Odebrecht to use the bondholders'
vote to approve a restructuring plan that most probably will be
detrimental to other creditors in the same class," the document
said.  "We can deduce that the strategy aims to dilute the voting
power of legitimate creditors," the report notes.

According to Caixa's calculations in the court filing, based on a
creditor list provided by Odebrecht, bondholders account for 29.7%
of the conglomerate's debt with financial entities, including
insurance companies, bondholders and banks, the report says.

The request, filed by law firm Felsberg Advogados on Caixa's
behalf, asked the judge to exclude Odebrecht Finance from the
bankruptcy protection filing, the report relays.

Reuters discloses that Caixa helped trigger the conglomerate's
bankruptcy filing by trying to execute guarantees on one of the
conglomerate's units that would trigger cross-default clauses.

The state-owned bank and funds it manages have BRL5 billion in debt
with Odebrecht, most of it unsecured.  All state-owned banks,
including Banco do Brasil SA and development bank BNDES, hold 17
billion in debt in the bankruptcy case.

Odebrecht, which filed for one of Latin America's largest-ever
bankruptcy cases, with a total of BRL98.5 billion ($25.6 billion)
in debt, had already begun a restructuring with bondholders in New
York, the report notes.

Odebrecht has hired Moelis & Co to restructure the bonds and had
proposed a 70% discount on their face value, which was rejected,
the report says.

The bondholder committee had asked for the stake in petrochemical
producer Braskem SA as collateral in the restructuring, but the
stake is already pledged as collateral to local banks.

If creditors reject the restructuring plan proposed by Odebrecht,
the company would go to liquidation, according to Brazilian
bankruptcy law, the report notes.

Odebrecht SA and petrochemical producer Braskem SA agreed in 2016
with Brazilian, Swiss and U.S. prosecutors to pay the world's
largest leniency fine, of at least $3.5 billion, in a widespread
bribery case in Latin America, the report adds.

As reported in the Troubled Company Reporter-Latin America on
June 20, 2018, Fitch Ratings has affirmed the Long-Term Foreign and
Local Currency Issuer Default Ratings (IDRs) of Caixa Economica
Federal (Caixa) at 'BB-' and its long-term National rating at
'AA(bra)'.  The Outlooks of the Long-Term IDRs and National Rating
are Stable.  Fitch has also affirmed Caixa's Support Rating (SR) at
'3' and Support Rating Floor (SRF) at 'BB-'.

                        About Odebrecht SA

Construtora Norberto Odebrecht SA is a Latin American engineering
and construction company fully owned by the Odebrecht Group, one of
the 10 largest Brazilian private groups.  Construtora Norberto is
the world's largest builder of hydroelectric plants, of sanitary
and storm sewers, water treatment and desalination plants,
transmission lines and aqueducts.  The Group's main businesses are
heavy engineering and construction based in Rio de Janeiro, Brazil,
and Braskem S.A., its chemicals/petrochemicals company, based in
Sao Paulo, Brazil.

As reported in the Troubled Company Reporter-Latin America on June
20, 2019, Aluisio Alves at Reuters reports that Brazilian
conglomerate Odebrecht SA filed for bankruptcy protection, aiming
to restructure BRL51 billion (US$13 billion) of debt in what would
be one of Latin America's largest-ever in-court debt
restructurings.

The bankruptcy filing comes after years of struggles for Odebrecht,
the biggest of the Brazilian engineering groups caught in a
sweeping political corruption investigation that has rippled across
Latin America, according to Reuters.


USINAS SIDERURGICAS: Fitch Raises LT Issuer Default Ratings to BB-
------------------------------------------------------------------
Fitch Ratings has upgraded Usinas Siderurgicas de Minas Gerais
S.A.'s Long-Term Foreign and Local Currency Issuer Default Ratings
to 'BB-' from 'B+' and has upgraded its National Scale rating to
'A+(bra)' from 'A-(bra)'. The corporate Rating Outlook is Stable.
In addition, Fitch has assigned a 'BB-' rating to the proposed
benchmark sized senior unsecured issuance by the company under its
subsidiary, Usiminas International S.a r.l. Net proceeds will be
used to refinance the company's existing debt which is under its
2016 restructuring agreement.

The upgrade reflects continued improvements in Usiminas' credit
risk profile, supported by the deleveraging of its balance sheet,
ample liquidity, and manageable cash outflows over the next three
years. Usiminas is expected to refinance its debt, which is
currently structured primarily on a secured basis and is exposed to
a cash sweep mechanism as part of its 2016 debt restructuring
agreement. Usiminas' ability to raise new unsecured debt at
attractive costs aiming to refinancing most of the debt agreement
would improve liquidity, financial flexibility and further improve
its credit risk profile in the short term.

Usiminas' operating results in 1Q19 were weak as steel sales
volumes declined 2.2% compared to 4Q18, while its cash cost per ton
of finished product improved slightly to BRL2,127/t in 1Q19 (vs.
BRL2,274/t in 4Q18), due to higher fixed cost dilution and lower
imported slab costs despite an increase in coke and coal prices.
The company's mining division partially offset its weak top line
steel figures with iron ore sales increasing 25% to 1.9 million
metric tons in 1Q19 compared to 4Q18 and delivered an EBITDA of
BRL152 million for the division. Fitch projects Usiminas to
generate a flat adjusted EBITDA in 2019 at BRL2.7 billion similar
to 2018 due to domestic steel growth in the low single digits,
while margins will remain under some pressure as price increases
will only partially offset higher raw material costs. Nevertheless,
Fitch forecasts Usiminas' net leverage ratio to remain around 2.5x
and FCF generation to remain positive over the next years,
supportive of the ratings upgrade.

KEY RATING DRIVERS

Business Position Hampered by Stagnation: Usiminas is the leading
flat steel producer in Brazil, with a 34% market-share and
important share in the local automotive industry. The company has
operations in multiple segments of the steel value chain including
mining, capital goods, services and distribution centers. Usiminas'
strategy was to operate under a vertical integration model into
iron ore and energy. Nevertheless, due to the severe deterioration
of the local steel industry in the last years, the company has
changed its business model to adjust to the current environment.
The company has halted the primary operations of one of its mills
(Cubatao), maintaining only the rolling operations, which are
supplied by imported slabs. The company is operating at around
70%-75% of its adjusted capacity utilization, per Fitch's
calculation. Usiminas' iron ore business is still dependent on
favorable iron ore prices, and its EBITDA per ton remains low at
$10 per ton during LTM March 31, 2019.

Improved Credit Profile: Usiminas is expected to refinance its
debt, which is currently structured primarily on a secured basis
and is exposed to a cash sweep mechanism as part of its 2016 debt
restructuring agreement. Usiminas' ability to raise new unsecured
debt at attractive costs aiming to refinancing most of the debt
agreement would improve liquidity, financial flexibility and
further improve its credit risk profile in the short term. The
company was also successful in the completion of its previous debt
restructuring plan; received a BRL1 billion capital injection;
upstreamed BRL700 million of cash from its iron ore subsidiary; and
extended 92% of its debt maturities for 10 years, with a three-year
principal grace period. Usiminas's net leverage, measured by
Fitch's Net Adjusted Debt/EBITDA ratio, was 2.7x as of LTM March
31, 2019, which compares similarly to net leverage of 2.6x for 2018
and compared well to 3.0x in 2017. Fitch expects Usiminas' net
leverage to be around or below 2.5x during 2019 and 2020.

Resolution to Shareholders Disputes: Usiminas new shareholders
agreement should bring more stability to its long- term strategy
with the board and management working together. After over four
years of intense disputes, disagreements and legal actions,
Usiminas' controlling shareholders, Ternium and Nippon Steel,
finally agreed to cooperate mutually. The agreement between the
controlling shareholders of Usuminas sets rules for the appointment
of the chairman, board members, CEO and directors. It also
establishes an exit clause to be used in future disagreements and
the company has revised its corporate governance practices and has
made strategic investment discussions smoother. Finally, both
companies have agreed to amicably terminate all pending disputes.

Margins Pressured: Usiminas' margins will remain under pressure due
to higher input costs such as iron ore and coking coal resulting in
supressed profit margins. Freight rates in Brazil have increased
since Brazil's truck strike last year, exposing Usiminas to higher
logistics costs, while lower purchased slab prices should offset
some of its other cost pressures. Usiminas' ability to combat cost
inflation through price increases will likely be difficult due to
weak domestic demand and low international steel prices. Additional
risks to higher domestic steel prices are an appreciation in the
Brazilian real and an adverse change to steel import tariffs in
Brazil, which currently are around 12%. Furthermore, steel
distributor inventory levels remain above the historical average of
three months, which will limit some purchases and acceptance of
further price hikes. A shift in more favourable demand fundamentals
in the second half of 2019 would lead to greater volumes and fixed
cost dilution, thus providing relief on margins.

Local Industry Fundamentals Remain Subdued: Steel demand in Brazil
remains subdued with volumes expected to remain relatively flat in
2019, and a more meaningful increase in 2020. Downward
modifications to Brazil's projected 2019 GDP illustrate the
sluggish conditions in the local markets for most steel products.
While the automotive industry continues to demonstrate growth,
overall industrial sector recovery remains slow moving. Further
demand recovery will largely depend on still uncertain Brazilian
macroeconomic drivers. The Brazilian flat steel apparent demand
increased approximately 9% to 12.7 million tons in 2018 from around
11.6 million in 2017, but remains below the average of 13.6 million
during 2011-2013 pre-recession period in Brazil. The country's
current FX rate is not supportive for import activities, limiting
international competition. Usiminas has minimal direct exposure to
the United States' more restrictive trading policies, due to its
low exports volume to this market and the expected quotas agreement
for the Brazilian producers. Indirect exposure remains related to
global price volatilities.

Manageable Cash Outflows; Positive FCF: Cash flow generation has
continued to improve, despite a weak 1Q19 of steel volumes and cost
inflation, with FFO generation of BRL1.9 billion for LTM March 31,
2019 compared to BRL2.1 billion in 2018 and BRL1.3 billion in 2017.
Interest expense has declined to BRL506 million for LTM March 31,
2019 compared to BRL516 million in 2018 and BRL764 million in 2017
as the company pays down its gross debt balance. Working capital
uses remain elevated with a consumption of BRL733 million for LTM
March 31, 2019 compared to an outflow of BRL675 million for 2018 as
the company invests in the growth of its operations. After two
years of very low capex of around BRL207 million in 2016 and 2017
compared to the average of BRL923 million from 2013 to 2015, the
company expects capex to reach BRL1.0 billion in 2019, 2020, and
2021. Despite the increased capex, Fitch projects Usiminas will be
able to maintain positive FCF as the company continues to improve
on its cash flow generation over the coming years.

DERIVATION SUMMARY

Usiminas has relatively similar business risk to its peer Companhia
Siderurgica Nacional (CSN; B/Positive) in that both companies are
highly exposed to the local steel industry in Brazil. While CSN
shows greater business diversification with larger mining
operations and operations in the cement industry, Usiminas robust
business position in its niche markets and solid operating margins
are a competitive advantage. Both players show much weaker business
position compared to the other Brazilian steel producer Gerdau S.A
(Gerdau; BBB-/Stable), which has a diversified footprint of
operations with important operating cash flow generated from its
assets abroad, mainly in the U.S., and a more flexible business
model that allow it to better withstand economic and commodities
cycles.

From a financial risk perspective, Usiminas benefits from a much
lower level of overall gross debt, more manageable cash outflows in
order to maintain its capital structure, and better debt maturity
ladder than CSN, which are all factored into the two notch
differential between the companies. Gerdau boasts the lowest
financial risk of the three, which has been able to maintain
positive free cash flow generation, strong liquidity and no
refinancing risks over the last few years of recession in Brazil,
reflecting its investment grade rating. Usiminas's current credit
metrics support its rating with a low leveraged balance sheet. A
refinancing of Usiminas's existing restructuring agreement would
allow for improved financial flexibility.

KEY ASSUMPTIONS

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

  - 4% and 3% increase in steel volumes in 2019 and 2020;

  - 4% increase in consolidated domestic prices in 2019 and stable
prices in 2020;

  - Average iron ore price of USD90 per ton during 2019 and USD80
per ton in 2020, in order to reflect the 40Mt supply
gap in the seaborne market which will likely not resolve until
after 2020;

  - EBITDA margin of 14.9% in 2019 and 16.5% in 2020;

  - BRL1.0 billion in capex in 2019 and 2020;

  - Dividends at 25% of Net Income.

RATING SENSITIVITIES

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

  - Improving liquidity and financial flexibility;

  - Maintenance of Strong FCF generation;

  - Material recovery of the local steel industry in Brazil.

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

  - Maintenance of net leverage ratio to levels above 3.5x;

  - Significant change in industry dymamics, or BRL valuation
leading to significant inflow of import steel products in Brazil;

  - Return of shareholders disputes.

LIQUIDITY

Financial Flexibility to Improve: Usiminas' cash and marketable
securities as of March 31, 2019 were BRL1.8 billion; however, Fitch
believes readily available cash to be only around BRL1.2 billion.
Around BRL600 million of the consolidated cash, Fitch assumes, is
allocated at Musa, the mining joint venture. Given the cash sweep
mechanism under its restructured debt agreement, the company has
the duty to use surplus cash at the holding to pay creditors.
During 1Q19, Usiminas was obliged to amortize BRL366 million of
debt due to the cash sweep. Fitch expects Usiminas will be able to
refinance its restructured debt over the coming quarters in order
to improve its financial flexibility over the medium term, allowing
for a strong liquidity position and ability to manage its cash
outflows.

As of March 31, 2019 Usiminas total consolidated debt was BRL6.5
billion, this includes BRL994 million of short-term forfaiting
transaction that Fitch includes in the calculation. Around 99% of
the consolidated debt was at the holding level. Following the debt
agreement, Usiminas debt schedule amortization was lengthened. As
of March 31 2019, around BRL190 million is due in the short term
(plus BRL994 million of forfaiting), BRL350 million in 2020, BRL653
in 2021, BRL943 in 2022 and the remaining after 2022.

FULL LIST OF RATING ACTIONS

Fitch has upgraded Usiminas' ratings as follows:

  -- Long-Term Foreign Currency IDR to 'BB-' from 'B+';

  - -Long-Term Local Currency IDR to 'BB-' from 'B+';

  -- National Scale rating to 'A+(br)' from 'A-(bra)'.

Fitch rates the following:

  -- New senior unsecured rating 'BB-' under the entity Usiminas
International S.a r.l.

Fitch Rating Outlook is Stable.




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

BENEFIT CONSULTING: Taps WRV Legal Strategies as Counsel
--------------------------------------------------------
Benefit Consulting Group of PR Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Puerto Rico to hire WRV Legal
Strategies Group as its legal counsel.

The firm will advise the Debtor regarding its duties under the
Bankruptcy Code and will provide other legal services related to
its Chapter 11 case.

William Rivera Velez, Esq., the WRV attorney who will be handling
the case, charges an hourly fee of $175.  Paralegals charge $75
per hour.

The Debtor paid the firm a retainer in the sum of $7,500.

Mr. Velez disclosed in a court filing that his firm is
"disinterested" as defined in Section 101(14) of the Bankruptcy
Code.

WRV can be reached through:

     William Rivera Velez, Esq.
     WRV Legal Strategies Group
     COSVI Office Complex
     Esq. Ave. Americo Miranda 400
     Edif. Original, Local B
     San Juan, PR 00927
     Tel: (787) 625-1948 / (787) 469-8913
     Fax: 787-625-1949
     E-mail: wrvlaw@gmail.com

           About Benefit Consulting Group of PR Inc.

Benefit Consulting Group of PR Inc. sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 18-06051) on Oct.
16, 2018.  At the time of the filing, the Debtor estimated assets
of less than $1 million and liabilities of less than $1 million.
Judge Enrique S. Lamoutte Inclan presides over the case.


HOTEL CUPIDO: Case Summary & 7 Unsecured Creditors
--------------------------------------------------
Debtor: Hotel Cupido Inc.
        PO Box 10
        Hormigueros, PR 00660

Business Description: Hotel Cupido Inc. is a privately held
                      company that owns and operates hotels and
                      motels.

Chapter 11 Petition Date: June 30, 2019

Court: United States Bankruptcy Court
       District of Puerto Rico (Ponce)

Case No.: 19-03799

Judge: Hon. Edward A. Godoy

Debtor's Counsel: Damaris Quinones Vargas, Esq.
                  BUFETE QUINONES VARGAS & ASOC
                  PO Box 429
                  Cabo Rojo, PR 00623
                  Tel: 787-851-7866
                  Fax: 787-851-1717
                  E-mail: damarisqv@bufetequinones.com

Total Assets: $488,176

Total Liabilities: $3,213,031

The petition was signed by Wilmer Tacoronte Negron, administrator.

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

          http://bankrupt.com/misc/prb19-03799.pdf


PUERTO RICO: Hit With New Spending Curbs By Oversight Board
-----------------------------------------------------------
Luis Valentin Ortiz at Reuters reports that Puerto Rico's federally
created fiscal oversight board imposed a fiscal 2020 budget on the
bankrupt U.S. commonwealth that for the first time limits spending
choices by its government, according to the board's executive
director.

Natalie Jaresko said the $20.2 billion budget for the central
government that includes $9.1 billion of general fund spending
complies with the fiscal plan for the island, which filed a form of
bankruptcy in 2017 to restructure about $120 billion of debt and
pension obligations, according to Reuters.

"It reflects the priorities of that fiscal plan -- public safety,
healthcare, education and the continued right-sizing of the
government," Ms. Jaresko told reporters, the report notes.

She added that the budget for the fiscal year contains new
"detailed" spending levels that will prohibit the government from
moving money around to pay for things not in the fiscal plan like
employees' Christmas bonuses, the report relays.

Governor Ricardo Rossello told reporters the board did not include
the bonus payment in last year's budget but "we found a way to pay
for it," the report discloses.

Puerto Rico lawmakers approved an approximately $9.6 billion
general fund budget that includes roughly $500 million in pension
and healthcare payments previously paid by cash-strapped
municipalities and public corporations, as well as money for
bonuses, the report says.

Christian Sobrino, the governor's fiscal oversight board
representative, said the government is analyzing the board's budget
and "reviewing the mechanisms that will be used to implement public
policy measures that the board has sought to impede through the
budget," the report relays.

Last year, Rossello sued the board over its imposed budget, arguing
the panel exceeded its powers. U.S. Judge Laura Taylor Swain, who
presides over the island's bankruptcy process, ruled in August that
the board has broad and exclusive authority over Puerto Rico's
budget under the federal PROMESA Act, although it cannot demand
changes in law, the report recalls.

Faced with similar differences between the board and the elected
government over this year's budget, Ms. Jaresko said that "there's
no reason to go to court" given Swain's ruling, the report notes.

Meanwhile, the board said it sued certain fuel suppliers of the
island's bankrupt power utility, or PREPA, over the weekend to
"recover potentially billions of dollars in fraudulent payments,"
related to the delivery of substandard fuel between 2002 and 2015,
according to statement obtained by the news agency.

                      About Puerto Rico

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

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

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

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

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

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

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

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

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

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

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

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

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

                    Bondholders' Attorneys

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

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

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

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

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

                          Committees

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


STONEMOR PARTNERS: Completes $447.5MM Recapitalization Transaction
------------------------------------------------------------------
StoneMor Partners L.P. has closed a $447.5 million recapitalization
transaction, consisting of (i) a private placement of $385.0
million of 9.875% Senior Secured PIK Toggle Notes due 2024 of the
Partnership to certain financial institutions; and (ii) a
concurrent private placement of $62.5 million of liquidation value
of Series A Convertible Preferred Units of the Partnership to Axar
Capital Management LP and certain other investors at a price of
$1.1040 per Series A Preferred Unit, resulting in gross proceeds of
$57.5 million and reflecting an 8% discount to the $1.20 per unit
liquidation value of the Series A Preferred Units.  The Series A
Preferred Units were executed as a private placement to enable a
timely closing of the recapitalization to occur before June 30,
2019.  The 52,083,333 Series A Preferred Units are convertible into
common units on a share-for share-basis, subject to certain
anti-dilution adjustments.  Up to 33,487,904 of the Series A
Preferred Units are redeemable by the Partnership out of the
proceeds of a planned rights offering of at least $40.185 million
of common units to be sold at $1.20 per unit to existing holders.

The net proceeds of the Senior Secured Notes and the Series A
Preferred Units have been used to fully repay the Partnership's
outstanding senior notes due in June 2021 and retire the
Partnership's revolving credit facility due in May 2020, as well as
for associated transaction expenses with the balance available for
general corporate purposes.  Immediately prior to and as a
condition precedent to the recapitalization transactions, the Board
of Directors of StoneMor GP LLC was reconstituted to comprise seven
members, three of whom have been designated by Axar.  Andrew
Axelrod, the founder and managing partner of Axar, has been named
Chairman of the Board of Directors.

Joe Redling, StoneMor's president and chief executive officer,
said, "We are excited to announce this transformative transaction.
The recapitalization of our balance sheet resets the financial
footing of StoneMor and positions us to execute our business
strategy.  We believe this debt refinancing demonstrates both
strong underlying values of our asset base, as well as confidence
in the Company's ability to execute its turnaround plan.  We have
now also filled our key senior management roles, including a CFO
experienced in operational turnarounds, we have aligned our
strategic goals and we are now improving StoneMor's corporate
governance with a reconstituted Board of Directors. With this
transaction completed, we now have sufficient liquidity to continue
the turnaround that we initiated in the fourth quarter of 2018."

Redling continued "This refinancing, together with our cost
structure and performance improvement efforts and our contemplated
corporate transition are important steps to revitalizing StoneMor's
business and positioning it for future success.  We look forward to
completing our planned corporate C-Corp conversion following
completion of the rights offering.  We believe this transaction
helps ensure that StoneMor will continue to provide the families
and communities we serve with the highest level of support.

"Honoring the life stories of our customers is our mission and we
will continue to dedicate our efforts to deliver on that promise
each and every day.  We are grateful for the continued support of
Axar Capital Management, as evidenced by its significant investment
in our Series A Preferred Units, as we continue our efforts to
enhance shareholder value."

               Senior Secured Notes Private Placement

The Partnership and Cornerstone Family Services of West Virginia
Subsidiary, Inc. issued an aggregate principal amount of $385.0
million of Senior Secured Notes pursuant to an indenture, dated as
of June 27, 2019.  The Issuers will pay interest at either a fixed
rate of 9.875% per annum in cash or, at their periodic option
through Jan. 30, 2022, a fixed rate of 7.50% per annum in cash plus
a fixed rate of 4.00% per annum payable in kind.  The Senior
Secured Notes were issued at a price equal to 96.5% of par.
Interest is payable quarterly in arrears on the 30th day of each
March, June, September and December, commencing Sept. 30, 2019. The
Senior Secured Notes mature on June 30, 2024.  The Issuers'
obligations under the Senior Secured Notes are jointly and
severally guaranteed by substantially all of the direct and
indirect subsidiaries of the Partnership.  In addition, the
Issuers' obligations under the Senior Secured Notes Indenture and
the Senior Secured Notes, including the Guarantees are secured by
a
first priority lien and security interest (subject to permitted
liens and security interests) in substantially all of the Issuers'
and the guarantors' assets, whether now owned or hereafter
acquired.  The Issuers also entered into a registration rights
agreement for the benefit of the purchasers of the Senior Secured
Notes.

The Senior Secured Notes were sold in a transaction not subject to
the registration requirements of the United States Securities Act
of 1933, as amended and may not be reoffered or resold in the
United States without registration under the Securities Act or
pursuant to an applicable exemption from, or in a transaction not
subject to such registration requirements.

              Series A Preferred Unit Private Placement

The Series A Preferred Units were sold pursuant to the Series A
Preferred Unit Purchase Agreement and rank senior to all existing
limited partner interests in the Partnership.  They are convertible
at a 1:1 ratio (subject to anti-dilution adjustments) (i) at the
option of the holder into common units of the Partnership at any
time commencing 10 days following the completion of the
Partnership's contemplated rights offering, or (ii) automatically
into shares of common stock of StoneMor Inc., immediately upon the
completion of the previously-announced conversion of StoneMor group
into corporate form.  The Series A Preferred Units will participate
in voting and distributions with the common units on an
as-converted basis and will be entitled to a liquidation preference
of $1.20 per Series A Preferred Unit upon any liquidation,
dissolution or winding up of the Partnership.

Pursuant to the Series A Preferred Purchase Agreement, the
Partnership agreed to undertake an offering to holders of Common
Units (other than to the Series A Purchasers, American
Infrastructure Funds and their respective affiliates) of the
non-transferable, right to purchase their pro rata share of at
least $40.2 million of additional Common Units at a price of $1.20
per common unit, and use the proceeds of the rights offering to
redeem up to 33,487,904 of Series A Preferred Units from the
Purchasers, at a price of $1.20 per Series A Preferred Unit.

In connection with the Series A Preferred Unit Private Placement,
the Board of Directors of the Partnership's general partner,
StoneMor GP LLC was reconstituted to a 7-member board consisting of
three designees of Axar: Andrew Axelrod, David Miller and Spencer
Goldenberg; one designee of StoneMor GP Holdings LLC: Robert
Hellman; two continuing independent directors, Patricia Wellenbach
and Stephen Negrotti; and Joe Redling, the General Partner's chief
executive officer.  In addition, the Partnership entered into an
agreement with the Series A Purchasers to provide registration
rights for the common units of the Partnership or shares of common
stock of StoneMor Inc. into which the Series A Preferred Units will
convert.

Garry Herdler, StoneMor's senior vice president and chief financial
officer, commented, "When I was hired in April 2019, we outlined a
turnaround strategy focused on four key goals: cash flow and
liquidity, capital structure, strategic balance sheet/portfolio
review, and performance improvement from cost reductions and
revenue enhancement.  We closed this $447.5 million debt and equity
recapitalization within 75 days of my start, with both new and
existing investors.  This completes a major milestone in this
strategy as it delivers initial progress on the first two of the
four goals within our initial 100-day plan - it significantly
extends the debt capital structure with a five-year maturity and it
provides StoneMor with a meaningful liquidity improvement now to
execute our turnaround strategy, including the next phase of our
performance improvement plans."

Herdler continued "While it is still early in the turnaround, we
believe we have also identified significant expense reduction
opportunities, elements of which we will discuss in more detail on
the investor call scheduled with this announcement.  In our first
quarter earnings release, we stated that we believe other cost
reduction and performance improvement opportunities existed. We
have now also identified the next phase of this operational
turnaround strategy with additional "4-wall level" operational
savings, identified projects and industry benchmarking, including
prioritizing opportunities in procurement, sourcing, product
hierarchy, field labor efficiencies, shared services and
outsourcing.  Lastly, we continue to be on track to deliver our
second fiscal quarter financial results, on time, in August 2019."

                       About StoneMor Partners

StoneMor Partners L.P., headquartered in Trevose, Pennsylvania --
http://www.stonemor.com-- is an owner and operator of cemeteries
and funeral homes in the United States, with 322 cemeteries and 91
funeral homes in 27 states and Puerto Rico.  StoneMor's cemetery
products and services, which are sold on both a pre-need (before
death) and at-need (at death) basis, include: burial lots, lawn and
mausoleum crypts, burial vaults, caskets, memorials, and all
services which provide for the installation of this merchandise.

StoneMor reported a net loss of $72.69 million for the year ended
Dec. 31, 2018, compared to a net loss of $75.15 million for the
year ended Dec. 31, 2017.  As of March 31, 2019, the Company had
$1.72 billion in total assets, $1.75 billion in total liabilities,
and a total partners' deficit of $28.83 million.

                            *   *   *

As reported by the TCR on Feb. 13, 2019, Moody's Investors Service
downgraded StoneMor Partners L.P.'s Corporate Family rating to Caa2
from Caa1 and Probability of Default rating to Caa3-PD from
Caa1-PD.  The Caa2 CFR reflects Moody's concern that if pre-need
cemetery selling and liquidity pressures do not abate while the
senior secured credit facility is being refinanced, a distressed
exchange or other default event could become more likely.  

In February 2019, S&P affirmed its 'CCC+' issuer credit rating on
StoneMor Partners. The  rating affirmation reflects S&P's view that
StoneMor's capital structure is unsustainable and reflects S&P's
expectation that the company will produce cash flow deficits in
2019.  However, S&P affirmed the rating because it believes the
company has sufficient liquidity over the next 12 months given the
new bridge loan.




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T R I N I D A D   A N D   T O B A G O
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TRINIDAD & TOBAGO: Custom Delays Causes Huge Losses
---------------------------------------------------
Trinidad Express reports that chronic delays in clearing shipments
at the Ports of Port of Spain and Point Lisas in the past two
months have resulted in the business community losing tens of
millions of dollars, the Downtown Owners and Merchants Association
(DOMA) has said.

"Over the past several months and particularly since the beginning
of May, there has been a noticeable slowdown reported in the
screening of documents and in the operations of the Customs
(Container) Examination Station (CES) at both ports," DOMA said in
a news release, according to Trinidad Express.

"May and June are not a period of peak cargo movement and it is
bewildering as to why the Customs service is so excruciatingly slow
at this time," it stated, the report notes.

The association said over the past few weeks, it has received
repeated and increasing complaints from businesses operators,
manufacturers and distributors regarding the excessive rent
demurrage and loss of productive business being caused by a slower
customs delivery process, the report relays.



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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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of the same firm for the term of the initial subscription or
balance thereof are US$25 each.  For subscription information,
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.


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