/raid1/www/Hosts/bankrupt/TCRLA_Public/190718.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

          Thursday, July 18, 2019, Vol. 20, No. 143

                           Headlines



B R A Z I L

OI SA: To Raise $2BB by Selling Non-Core Assets to Focus on FTTH
SAO PAULO: Fitch Affirms BB- LT IDRs, Outlook Stable
VALE SA: Agrees to Compensate Families of Victims of Mine Spill


D O M I N I C A N   R E P U B L I C

DOMINICAN REPUBLIC: Conep Wants a Sweeping Review of Wage Hike
DOMINICAN REPUBLIC: Exports Growth Rate Stumbles


M E X I C O

BANCO MONEX: S&P Withdraws BB+/B Global Scale Issuer Credit Rating


P U E R T O   R I C O

AMERICAN PARKING: July 26 Hearing on Disclosure Statement
JM DAIRY: Seeks Court Approval to Employ Accountant
LA TRINIDAD ELDERLY: Sept. 17 Hearing on Disclosure Statement
LUBY'S INC: Incurs $5.30 Million Net Loss in Second Quarter
SEARS HOLDINGS: Modifies Plan to Reflect Non-Substantive Changes



T R I N I D A D   A N D   T O B A G O

TRINIDAD & TOBAGO: Can Borrow US$2.95 Billion More From CAF


V E N E Z U E L A

CITGO HOLDING: Plans to Borrow $1.9BB as 2020 Bond Payment Nears
VENEZUELA: Opposition Returning to Barbados to Continue Talks

                           - - - - -


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B R A Z I L
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OI SA: To Raise $2BB by Selling Non-Core Assets to Focus on FTTH
----------------------------------------------------------------
Gabriela Mello and Carolina Mandl at Reuters report that Brazilian
telecom carrier Oi SA disclosed a new strategic plan aiming to
divest up to BRL7.5 billion ($2 billion) in non-core assets and
focus on its fiber-to-home (FTTH) broadband service.

The company, which filed for bankruptcy protection in June 2016 to
restructure approximately BRL65 billion of debt, plans to sell
towers, data centers, real estate assets, its Angolan subsidiary
Unitel and other non-strategic assets between 2019 and 2021,
according to Reuters.

"We're now as we speak working on the sale of real estate assets,"
Chief Financial Officer, Carlos Brandao, said in a conference call
to discuss the newly launched strategic plan with investors and
analysts, the report notes.

He added that Oi is confident it can fulfill the divestment plan
within the timeframe and release cash to finance the expansion of
its FTTH network, which according to Brandao is "the heart" of the
company' strategy, the report relays.

The carrier expects to hit 16 million homes--passed in FTTH by 2021
compared to 4.6 million in 2019, in order to provide broadband,
wholesale, TV and mobile services to both individual and corporate
clients, according to a presentation released, the report notes.

The transition to fiber broadband is likely to translate in better
results going forward, as the average revenue per user (ARPU) in
FTTH is already over 20% higher than in copper network and
maintainance costs are significantly smaller, Oi's marketing
director Roberto Guenzburger said in the call, the report relays.

"75% of our customers in FTTH are new to the platform and 25% are
migrating from copper," he added.

The report says that Oi said in a filing it sees revenues rising
above 2% per year between 2019 and 2024.  The company also expects
earnings before interest, taxes, depreciation and amortization
(EBITDA) to grow up to 20% per year between 2019 and 2021, the
report notes.  Ebitda is projected between BRL4.5 billion and BRL5
billion in 2019, the report relays.

Analysts at Itau BBA said in a note to clients Oi's plan is
"ambitious", but emphasized the company's decision to sell assets
is the "correct path for generating shareholder value," the report
discloses.

The carrier has hired Boston Consulting Group, Oliver Wyman and
Bank of America to outline its strategic plan, the report adds.

As reported on the Troubled Company Reporter-Latin America on Sept.
27, 2018, S&P Global Ratings assigned its 'B' issue-level rating to
Oi S.A.'s (global scale: B/Stable/--; national scale:
brA/Stable/--) existing $1.6 billion senior unsecured notes due
2025. S&P also assigned a '4' recovery rating to the notes, which
indicates average recovery expectation of 30%-50% (rounded estimate
40%) in the event of payment default.

SAO PAULO: Fitch Affirms BB- LT IDRs, Outlook Stable
----------------------------------------------------
Fitch Ratings has affirmed the Brazilian state of Sao Paulo's
Long-Term Foreign- and Local-Currency Issuer Default Ratings at
'BB-' with a Stable Outlook and its Short-Term Foreign- and
Local-Currency IDRs at 'B'. Fitch has also affirmed Sao Paulo's
National Long-Term Rating at 'AA(bra)' with a Stable Outlook and a
short-term rating of 'F1+(bra)'.

KEY RATING DRIVERS

Sao Paulo's IDRs benefit from an uplift from the state's Stand
Alone Credit Profile (SCP) of 'b+' considering the support due to
the Federal Government being Sao Paulo's most relevant creditor.
The SCP of 'b+' reflects a combination of Weaker risk profile
assessment and weak debt metrics, which resulted in a 'b' debt
sustainability assessment. The SCP also factors in rated peers'
positioning, thus leading to a one notch uplift. Fitch does not
apply any asymmetric risk for State of Sao Paulo.

Fitch distinguishes, for the purpose of its Debt Sustainability
analysis, the debt owed to the Federal Government as this debt
offers flexibility in its terms from traditional debt. All debt
types are included in the debt sustainability metrics that produce
the SCP.

As a result, Fitch calculates a supplementary ratio excluding
intergovernmental debt, which informs an "enhanced debt
sustainability ratio." This is used to estimate the uplift between
the SCP and IDR, which is limited by the sovereign's IDR. For the
case of Sao Paulo, the enhanced debt sustainability ratio indicates
an 'aa' rating, meaning that the enhanced debt metrics are strong
and commensurate with the IDR of 'BB-'.

DERIVATION SUMMARY

Risk Profile Assessment: Weaker

There is a combination of three weaker and three midrange
assessments for the risk factors, which in combination with
sovereign rating of 'BB-' resulted in a weaker risk profile
assessment.

Revenue Robustness: Midrange

Sao Paulo presents revenue growth prospects in line with the
national GDP average and has posted a history of fairly stable
operating revenue growth due to the state's low dependency on
transfers from the Federal Government of Brazil. Proprietary tax
revenues corresponded to almost 70% of operating revenues in 2018,
in line with previous years. Fitch's rating case projects that
assessment tax revenues will increase by 6.2% through 2023.

Revenue Adjustability: Weaker

The state presents above-average tax autonomy, which reflects a
satisfactory level for revenue increase in response to an economic
downturn. Like other Brazilian states, Sao Paulo has a fairly
concentrated tax base. The 10 largest taxpayers were responsible
for about 30% of total tax collections in 2016-2018. Despite the
affordability to increase tax tariffs in light of the adequate GDP
per capita of around USD13,000, tax tariffs are close to the
constitutional limit, thus making revenue adjustment more
difficult.

Expenditure Sustainability: Midrange

Sao Paulo presents moderate control over expenditure growth given
the high percentage of committed expenditures. The state's
obligations are moderately countercyclical since the state is
engaged in healthcare, education and law enforcement. Sao Paulo
does not present aggressive off-loading of investments and
borrowings, which also supports the midrange assessment.

Expenditure Adjustability: Weaker

As per the Brazilian Constitution, there is low affordability to
reduce expenditure, especially of salaries. As a result, whenever
there is an unpredictable reduction in revenues, operating
expenditure does not follow automatically. In addition, inflexible
costs are high with over 90% of expenditures being mandatory and
committed. Sao Paulo has a limited track record of stimulus
packages aside from tax exemptions given to companies. There are
balanced expenditure rules in place and a reasonable track record
of application.

Liabilities and Liquidity Robustness: Midrange

There is a moderate national framework for debt and liquidity
management since there are prudential borrowing limits and
restrictions on loan types. The federal government guarantees all
U.S.-dollar-denominated debt of the state. As of December 2018,
external debt totalled BRL23.8 billion, corresponding to 8.3% of
total debt with no significant maturity concentration. Debt
directly and indirectly owed to the Federal Government represented
91.6% of total debt in April 2019. There is moderate
off-balance-sheet risk stemming from the pension system, since the
pension annual shortfall corresponded to 11% the state's operating
revenues in 2018.

Liabilities and Liquidity Flexibility: Weaker

There is a framework of providing emergency liquidity support from
the federal government via the granting of extended maturity over
the prevalent federal debt portion. Nevertheless, all liquidity is
held at institutions rated below 'BBB-', leading this factor to be
weaker.

Fitch assesses Sao Paulo's debt sustainability at 'b'. Fitch's
rating case forward-looking scenario indicates a payback ratio (net
direct risk to operating balance), which is the primary metric of
debt sustainability assessment, to reach levels higher than 25x,
thus corroborating the 'b' assessment. Fitch expects under its
rating case scenario debt service coverage (operating balance/debt
service, including short-term debt maturities) to be close to
zero.

KEY ASSUMPTIONS

Fitch's rating case scenario is a "through-the-cycle" scenario,
which incorporates a combination of revenue, cost and financial
risk stresses. It is based on the 2018 estimated figures and
2019-2023 projected ratios.

Fitch's rating case scenario for Sao Paulo assumes income tax and
transfers linked to inflation. Salaries and pensions are expected
to increase slightly higher than inflation.

RATING SENSITIVITIES

Sao Paulo's IDRs consider extraordinary support of the Federal
Government. Any rating actions affecting Brazil (BB-/Stable) could
result in a similar action for Sao Paulo. Sao Paulo's SCP would be
upgraded if payback is lower than 9x. Fitch does not expect this to
happen in the short term.

VALE SA: Agrees to Compensate Families of Victims of Mine Spill
---------------------------------------------------------------
EFE News reports that Brazilian mining company Vale and the public
prosecutor's office reached an agreement to compensate the families
of workers who died in January in the collapse of an iron ore mine
tailings dam that killed at least 248 employees and left 22
missing.

Spouses, children and parents of the deceased workers will each
receive 700,000 reais (about $186,368) and a monthly pension up to
the age of 75, according to the agreement that was approved by the
5th Labor Court of Betim, a city in the metropolitan region of Belo
Horizonte, the capital of Minas Gerais state, according to EFE
News.

Of the individual compensation value, almost 30 percent corresponds
to the life insurance contracted by the company, the report notes.

The report discloses that the deal also determined that spouses and
children under the age of 25 will receive private medical
assistance paid by the company.

Siblings of deceased workers, meanwhile, will receive about $39,936
in moral damages, the report relays.

For the surviving workers, it was established that they will have a
three-year job guarantee, including those who provided services
through third-party contractors, the report notes.

In addition, a monthly childcare allowance of about $245 was set
for each child under the age of three and a monthly grant of about
$266 for those studying up to the age of 25, the report notes.

The agreement provides for the total release of $425.9 million.

The report discloses that the collapse of one of Vale's waste dams
in the municipality of Brumadinho on Jan. 25 also left hundreds of
hectares of land destroyed.

Judge Elton Pupo Nogueira of the 6th Public Treasury Court of Belo
Horizonte ruled that Vale, the world's largest iron ore producer
and exporter, must pay for all the damage caused by the collapse,
the report recalls.

On July 9, Nogueira maintained the provisional freezing of $4.16
billion on Vale's bank accounts, which had been ordered by Brazil's
justice ministry at the end of January to ensure payment of the
compensation, the report adds.

As reported in the Troubled Company Reporter-Latin America on
April 13, 2018, Moody's America Latina said Vale S.A.'s foreign
currency senior unsecured ratings, the ratings on the debt issues
of Vale Overseas Limited (fully and unconditionally guaranteed by
Vale S.A.) were affirmed at Ba1 and the senior unsecured ratings
of Vale Canada Ltd were affirmed at Ba3. The outlook remains
stable.



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D O M I N I C A N   R E P U B L I C
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DOMINICAN REPUBLIC: Conep Wants a Sweeping Review of Wage Hike
--------------------------------------------------------------
Dominican Today reports that the National Salary Committee's (CNS)
decision to raise the salary 14% continues to spur reactions
including big business, which asked the CNS for a thorough review.

In a letter to Labor Minister, Winston Santos, the National
Business Council (Conep) said the review should be done both in the
regulatory aspects under which the CNS is governed, as well as in
its operational capacity and proposals, according to Dominican
Today.

"We request that the director of the National Wages Committee, as
representative of the Government, assume its role of facilitating
the work and decisions of the process. Only by assuming impartially
their role as mediator can recognition of the parties be achieved
to the effectiveness and legitimacy of this space. Only in this way
would a climate of trust be created between the parties," the
Conep, as quoted by El Caribe, said, the report notes.

The business community asks that "without delay the mechanisms for
the application of Law 187-17, effective since its promulgation on
July 28, 2017, be identified," the report adds.

                  About Dominican Republic

The Dominican Republic is a Caribbean nation that shares the island
of Hispaniola with Haiti to the west. Capital city Santo Domingo
has Spanish landmarks like the Gothic Catedral Primada de America
dating back 5 centuries in its Zona Colonial district.

The Troubled Company Reporter-Latin America reported on April 4,
2019 that the Dominican Today related that Juan Del Rosario of the
UASD Economic Faculty cited a current economic slowdown for the
Dominican Republic and cautioned that if the trend continues,
growth would reach only 4% by 2023. Mr. Del Rosario said that if
that happens, "we'll face difficulties in meeting international
commitments."

An ongoing concern in the Dominican Republic is the inability of
participants in the electricity sector to establish financial
viability for the system.

Standard & Poor's credit rating for Dominican Republic stands at
BB- with stable outlook (2015). Moody's credit rating for Dominican
Republic was last set at Ba3 with stable outlook (2017). Fitch's
credit rating for Dominican Republic was last reported at BB- with
stable outlook (2016).

DOMINICAN REPUBLIC: Exports Growth Rate Stumbles
------------------------------------------------
Dominican Today reports that the Dominican International Trade
Observatory (ODCI) said the notable growth of exports throughout
2018 climbed just 4.2% in the first quarter this year, almost half
of what it posted in the same period the previous year.

The economist Pavel Isa Conde, who presented the most recent report
of the ODCI, said the advance of sales of goods and services abroad
indicate that everything is returning to normal, according to
Dominican Today.

"2018 was an atypical year in which exports received the effect of
economic growth registered in the United States, the main market of
the Dominican Republic," the report quoted Mr. Isa as saying.

From January to March this year the country's exports topped US$4.0
billion, and US$3.9 billion a year earlier, the report notes.

Imports totaled US$8.5 billion in the first quarter this year and
US$8.1 billion in the same period of 2018, the report adds.

                   About Dominican Republic

The Dominican Republic is a Caribbean nation that shares the island
of Hispaniola with Haiti to the west. Capital city Santo Domingo
has Spanish landmarks like the Gothic Catedral Primada de America
dating back 5 centuries in its Zona Colonial district.

The Troubled Company Reporter-Latin America reported on April 4,
2019 that the Dominican Today related that Juan Del Rosario of the
UASD Economic Faculty cited a current economic slowdown for the
Dominican Republic and cautioned that if the trend continues,
growth would reach only 4% by 2023. Mr. Del Rosario said that if
that happens, "we'll face difficulties in meeting international
commitments."

An ongoing concern in the Dominican Republic is the inability of
participants in the electricity sector to establish financial
viability for the system.

Standard & Poor's credit rating for Dominican Republic stands at
BB- with stable outlook (2015). Moody's credit rating for Dominican
Republic was last set at Ba3 with stable outlook (2017). Fitch's
credit rating for Dominican Republic was last reported at BB- with
stable outlook (2016).



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M E X I C O
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BANCO MONEX: S&P Withdraws BB+/B Global Scale Issuer Credit Rating
------------------------------------------------------------------
S&P Global Ratings withdrew at issuer's request its global scale
'BB+/B' and national scale 'mxA+/mxA-1' issuer credit ratings on
Banco Monex, S.A., Institucion de Banca Multiple, Monex Grupo
Financiero (Banco Monex). At the same time, S&P withdrew its
'mxA+/mxA-1' ratings on its core subsidiary, Monex Casa de Bolsa
S.A. At the time of the withdrawal, the outlook was negative on
both entities.

S&P said, "At the time of the withdrawal, our ratings on Banco
Monex reflected its leading position in the foreign exchange
segment, coupled with its small share of the Mexican banking
industry in terms of loans and deposits. The ratings on Banco Monex
also incorporated our projected risk-adjusted ratio (RAC) ratio of
about 10.3% for the next two years thanks to the bank's adequate
internal capital generation. Although nonperforming assets have
risen during 2018, Banco Monex's asset quality indicators remain in
line with those of domestic and regional peers with the same risk
position assessment. The bank's stable funding ratio (SFR) remained
slightly below that of the Mexican financial system average, given
that Banco Monex's assets have grown faster than its stable funding
sources. Finally, in our view, the bank's liquidity benefits from a
manageable debt maturity profile that results in low refinancing
risk. At the time of the withdrawal Banco Monex's stand-alone
credit profile (SACP) was 'bb+'."



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P U E R T O   R I C O
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AMERICAN PARKING: July 26 Hearing on Disclosure Statement
---------------------------------------------------------
A hearing on approval of disclosure statement explaining the
Chapter 11 Plan of American Parking System Inc. is scheduled for
July 26, 2019 at 9:30 AM at the United States Bankruptcy Court, at
Jose V. Toledo Fed Bldg & U.S. Courthouse, 300 Recinto Sur Street,
3rd Floor, Courtroom 3, San Juan, Puerto Rico.

Objections to the form and content of the disclosure statement must
be filed and served not less than fourteen (14) days prior to the
hearing.

                About American Parking System

Headquartered in San Juan, Puerto Rico, American Parking System
owns and manages parking lots.  The Company previously sought
bankruptcy protection (Bankr. D.P.R. Case No. 16-02761) on April 8,
2016.

American Parking System, filed a Chapter 11 petition (Bankr. D.P.R.
Case No. 19-02243) on April 24, 2019.  In the petition signed by
Miguel A. Cabral Veras, president, the Debtor estimated $10 million
to $50 million in both assets and liabilities.  Alexis
Fuentes-Hernandez, Esq., at Fuentes Law Offices, LLC, serves as
bankruptcy counsel to the Debtor.

JM DAIRY: Seeks Court Approval to Employ Accountant
---------------------------------------------------
JM Dairy, Inc., seeks approval from the U.S. Bankruptcy Court for
the District of Puerto Rico to hire an accountant.

In an application filed in court, the Debtor proposes to employ
Joshuan Feliciano Cosme to prepare its monthly operating reports,
tax returns, and reports and analysis needed to prepare its Chapter
11 plan of reorganization.

Mr. Cosme will charge an hourly fee of $60 and will be paid a
retainer in the amount of $500.

In court filings, Mr. Cosme disclosed that he is "disinterested" as
defined in Section 101(14) of the Bankruptcy Code.

Mr. Cosme maintains an office at:

     Joshuan R. Feliciano Cosme
     HC 01 Box 2505
     Bajadero, PR 00616
     Tel: 787-703-2552
     Email: jfeliciano.contador@gmail.com

                      About JM Dairy Inc.

JM Dairy Inc. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D.P.R. Case No. 19-02168) on April 18, 2019. Judge
Enrique S. Lamoutte oversees the case.  Lyssette A. Morales Vidal,
Esq., at the Law Firm of L.A. Morales & Associates, P.S.C., is the
Debtor's counsel.

LA TRINIDAD ELDERLY: Sept. 17 Hearing on Disclosure Statement
-------------------------------------------------------------
A hearing on approval of the disclosure statement explaining the
Chapter 11 Plan of Reorganization of La Trinidad Elderly LP SE is
scheduled for September 17, 2019 at 10:00 AM.  Objections to the
form and content of the disclosure statement must be filed and
served not less than fourteen (14) days prior to the hearing.

General unsecured creditors claims are estimated by Debtor in the
amount of $1,141,728.  This class shall be paid in cash and in full
on the later of (a) the Effective Date of the Plan or (b) the Entry
of a Court Order authorizing the disbursement of
sales proceeds realized upon transfer of the property on the terms
detailed in the Plan of Reorganization.  The distribution under
this class will be fixed in the amount of no more than $1,141,728.

The Debtor proposes two scenarios:

Scenario 1 - Transfer of Property: Upon sale and transfer of the
property and no later than the effective date of the plan, allowed
claimants under this class shall receive from the Debtor a lump sum
payment in the total amount of their allowed claim from the
proceeds of the sale of Debtor's assets, to be paid pro-rata to
all allowed claimants under this class.

Scenario 2 - Operation of Property: Alternatively, the Debtor will
continue operating the real property on the same guidelines agreed
and restrictive covenants imposed by "PRHFA" until expiration of
the term of the subaward agreement in 2027.  Upon the continued
operation of the property, this Class will receive a payment in the
total amount of their allowed claim to be distributed pro-rata as
follows:

   (1) Initial Lump Sum Payment of $100,000 to be distributed
pro-rata among the allowed claimants under this class on the
effective date of the Plan;

   (2) Yearly Installments of $50,000 to be distributed during a
period of seven (7) years to be distributed pro-rata among the
allowed claimants under this class;

   (3) Final Lump Sum Payment of $700,000 to be distributed
pro-rata among the allowed claimants under this class no later than
90 days following the release of the liens and restrictive
covenants imposed by "PRHFA".

A full-text copy of the Disclosure Statement is available for free
at https://tinyurl.com/y65cddfp from PacerMonitor.com at no
charge.

                About La Trinidad Elderly LP SE

San Juan, Puerto Rico-based La Trinidad Elderly LP SE, which owns
an affordable residential unit apartment building located at
Castillo Street #11, Ponce, Puerto Rico, filed a voluntary Chapter
11 petition (Bankr. D. P.R., Case No. 19-01830) on April 2, 2019.
The Company previously sought bankruptcy protection on Sept. 25,
2018 (Bankr. D. P.R. Case No. 18-05549).

The case is assigned to Hon. Enrique S. Lamoutte Inclan.

The Debtor's Counsel is Wigberto Lugo Mender, Esq., at Lugo Mender
Group, LLC, in Guaynabo, Puerto Rico.

At the time of filing, the Debtor had estimated assets of $1
million to $10 million and estimated liabilities of $10 million to
$50 million.

LUBY'S INC: Incurs $5.30 Million Net Loss in Second Quarter
-----------------------------------------------------------
Luby's, Inc. filed on July 15, 2019, its quarterly report on Form
10-Q with the U.S. Securities and Exchange Commission reporting a
net loss of $5.30 million on $74.76 million of total sales for the
12 weeks ended June 5, 2019, compared to a net loss of $14.59
million on $86 million of total sales for the 12 weeks ended June
6, 2018.

For the 40 weeks ended June 5, 2019, the Company reported a net
loss of $6.15 million on $252.10 million of total sales compared to
a net loss of $31.70 million on $281.29 million of total sales for
the 40 weeks ended June 6, 2018.

Cash used in operating activities was approximately $10.9 million
in the three quarters ended June 5, 2019, an approximate $6.0
million increase from the three quarters ended June 6, 2018.  The
approximate $6.0 million increase in cash used in operating
activities is due to an approximate $4.9 million increase in cash
used for working capital purposes and an approximate $1.1 million
increase in net loss after adjusting for non-cash items.

Cash provided by investing activities was approximately $18.9
million in the three quarters ended June 5, 2019 and an approximate
$7.6 million use of cash in the three quarters ended June 6, 2018.
Capital expenditures were approximately $2.9 million in the three
quarters ended June 5, 2019 and approximately $11.7 million in the
three quarters ended June 6, 2018.  Proceeds from the disposal of
assets were approximately $21.8 million in the three quarters ended
June 5, 2019 and approximately $3.4 million in the three quarters
ended June 6, 2018.  Insurance proceeds received as a result of
claims made from property damage caused by Hurricane Harvey were
approximately $0.8 million in the three quarters ended June 6,
2018.

Cash provided by financing activities was $1.0 million in the three
quarters ended June 5, 2019 compared to an approximate $12.9
million source of cash during the three quarters ended June 6,
2018.  Cash flows from financing activities was primarily the
result of the Company's 2018 Credit Agreement.  During the three
quarters ended June 5, 2019, net cash provided by the Company's
2018 Term Loan was $58.4 million, cash used in Revolver borrowings
was approximately $18.0 million, cash used for Term Loan
re-payments was approximately $36.1 million, cash used for debt
issuance costs was approximately $3.2 million, and cash used for
equity shares withheld to cover taxes was $12,000.  During the
three quarters ended June 6, 2018, cash provided by borrowings on
the Company's Revolver were approximately $14.6 million, cash used
for Term Loan re-payments was approximately $1.4 million, and cash
used for equity shares withheld to cover taxes was $70,000.

As of June 5, 2019, Luby's had $192.06 million in total assets,
$81.91 million in total liabilities, and $110.15 million in total
shareholders' equity.

The Company ended the third quarter with net debt (total debt less
cash) of $32.6 million, a decrease from $35.8 million at the end of
fiscal 2018.  During the third quarter, the Company's capital
expenditures decreased to $1.1 million compared to $3.7 million in
the third quarter fiscal 2018.  At the end of the third quarter,
the Company had $3.2 million in available cash and $9.6 million in
restricted cash.

Third Quarter Key Metrics

   * Same-store sales decreased 4.0%

   * Culinary Contract Services sales increased by 14% to $7.6
     million, up from $6.6 million and segment profit increased
     $0.2 million with margins above 10%

   * Five company owned Fuddruckers restaurants were re-
     franchised.

   * Loss from continuing operations of $5.3 million compared to
     loss of $14.1 million in the third quarter fiscal 2018

   * Store level profit as a percent of restaurant sales was
     10.2%, up from 8.5% -- a 170 basis points improvement

   * Adjusted EBITDA decreased $0.3 million

Chris Pappas, president and CEO, commented, "Our turn-around plan
is two-fold: establishing appropriate cost structures for our
business and growing guest traffic and sales.  We continue to make
progress in efficiently managing restaurant-level costs, resulting
in a store level profit improvement, despite the decline in
same-store sales in the third quarter.  However, we recognize that
our turn-around depends on growing guest traffic and sales.  While
our same-store sales have not yet achieved the improvement we are
striving for, we do see a number of positive developments based on
our recent efforts and initiatives aimed at growing guest traffic.
For instance, at our cafeteria brand, guest traffic has continually
trended better throughout the current fiscal year.  At both of our
core brands, we are providing menu price points that offer
compelling everyday value options starting in the $7.00 to $9.00
range, while still including additional premium offerings at higher
price points. This value orientation is helping to improve our
guest traffic trends and will be central to growing sales.

"Our culinary contract services business added seven net new
locations compared to last year, which are generating incremental
sales and profit.  This continues to be a terrific segment of our
business with significant growth potential.  We continue to pursue
new clients for our signature offering.  In our Fuddruckers
franchise system, we made solid progress on our plans to transition
to a primarily franchise model outside our core Houston, Texas
market: five locations in the San Antonio market transitioned from
company-operated restaurants to franchise-operated locations.

"Through the leadership of our chief operating officer, Todd
Coutee, the re-alignment of team members into the right positions
is substantially complete in restaurant operations.  The restaurant
leadership team and the entire organization are fully focused on
increasing guest traffic by driving restaurant and guest service
initiatives to delight our guests.  We are putting all the pieces
in place so that when we turn the corner and return to sales
growth, we are better positioned for future profitability."

Third Quarter Restaurant Sales:

   * Luby's Cafeterias sales decreased $4.0 million versus the
     third quarter fiscal 2018, due to the closure of six
     locations over the prior year and a 3.1% decrease in Luby's
     same-store sales.  The decrease in same-store sales was the
     result of a 1.2% decrease in guest traffic and a 2.0%
     decrease in average spend per guest.

   * Fuddruckers sales at company-owned restaurants decreased
     $5.3 million versus the third quarter fiscal 2018, due to 18
     restaurant closings and a 6.1% decrease in same-store sales.
     The decrease in same-store sales was the result of a 8.7%
     decrease in guest traffic, partially offset by a 2.8%
     increase in average spend per guest.

   * Combo location sales decreased $0.2 million, or 4.8%, versus
     third quarter fiscal 2018.

   * Cheeseburger in Paradise sales decreased $2.5 million.  The
     decrease in sales is related to reducing operations to a
     single store compared to operating seven locations in the
     third quarter fiscal 2018.

   * Loss from continuing operations was $5.3 million, or $0.18
     per diluted share, compared to a loss of $14.1 million, or
     $0.47 per diluted share, in the third quarter fiscal 2018.

   * Store level profit, defined as restaurant sales plus vending
     revenue less cost of food, payroll and related costs, other
     operating expenses, and occupancy costs, was $6.7 million,
     or 10.2% of restaurant sales, in the third quarter compared
     to $6.6 million, or 8.5% of restaurant sales, in the third
     quarter fiscal 2018.  The improvement in store level profit,
     despite a decline in same-store sales, was the result of
     effective cost management in several areas.  Food costs as
     percent of restaurant sales decreased as the Company focused
     on a return to "classic favorites" with favorable food
     costs.  The Company's restaurant supplies expense and
     repairs and maintenance expense continued to experience
     significant reductions over prior year as these areas
     remained areas of opportunity for cost management.  The
     Company also continues to effectively manage its hourly
     labor costs on a per store basis through efficient
     restaurant staffing.  Store level profit is a non-GAAP
     measure, and reconciliation to loss from continuing    
     operations is presented after the financial statements.

   * Culinary Contract Services revenue increased by $0.9 million
     to $7.6 million with 32 operating locations during the third
     quarter.  New locations contributed the bulk of the revenue
     increase.  Culinary Contract Services profit margin
     increased to 10.3% of Culinary Contract Services sales in
     the third quarter compared to 8.1% in the third quarter
     fiscal 2018.

   * Selling, general and administrative expenses increased $0.9
     million.  Included in this increase is additional marketing
     and advertising spending of $0.6 million as the Company
     commits to investments in its digital media efforts.  Also
     included in the net increase is approximately $1.2 million
     increase in professional fees related to information   
     technology, accounting and other functions.  Of the $1.2
     million increase, $0.7 million relates to one-time
     restructuring related consulting fees surrounding software
     upgrades and evaluations of the Company's cost structure and
     revenue enhancing priorities.  The Company's corporate
     salary, benefits, travel, and supplies expense decreased
     over $0.8 million.  The marketing and advertising component
     of selling, general, and administrative expenses was
     approximately $1.3 million which represents 1.7% of total
     sales.

A full-text copy of the Form 10-Q is available for free at:

                      https://is.gd/PQT69o

                          About Luby's

Houston, Texas- based Luby's, Inc. (NYSE: LUB) --
http://www.lubysinc.com/-- operates 130 restaurants nationally as
of June 5, 2019: 80 Luby's Cafeterias, 49 Fuddruckers, one
Cheeseburger in Paradise restaurants.  Luby's is the franchisor for
107 Fuddruckers franchise locations across the United States
(including Puerto Rico), Canada, Mexico, Colombia, and Panama.
Luby's Culinary Contract Services provides food service management
to 32 sites consisting of healthcare, corporate dining locations,
sports stadiums, and sales through retail grocery stores.

Luby's reported a net loss of $33.56 million for the year ended
Aug. 29, 2018, compared to a net loss of $23.26 million for the
year ended Aug. 30, 2017.  As of March 13, 2019, the Company had
$197.58 million in total assets, $82.49 million in total
liabilities, and $115.08 million in total shareholders' equity.

Grant Thornton LLP, in Houston, Texas, issued a "going concern"
qualification in its report on the consolidated financial
statements for the year ended Aug. 29, 2018, noting that the
Company sustained a net loss of approximately $33.6 million and net
cash used in operating activities of approximately $8.5 million.

The Company's term and revolving debt of approximately $39.5
million is due May 1, 2019.  The Company was in default of certain
debt covenants of its term and revolving credit agreements maturing
on May 1, 2019.  On Aug. 24, 2018, the lenders agreed to waive the
existing events of default resulting from any breach of certain
financial covenants or the limitation on maintenance capital
expenditures, in each case that may have occurred during the period
from and including May 9, 2018 until Aug. 24, 2018, and any related
events of default.  Additionally, the lenders agreed to waive the
requirements that the Company comply with certain financial
covenants until Dec. 31, 2018, at which time the Company will be in
default without an additional waiver or alternative financing.
These conditions, along with other matters, raise substantial doubt
about the Company's ability to continue as a going concern.

SEARS HOLDINGS: Modifies Plan to Reflect Non-Substantive Changes
----------------------------------------------------------------
Sears Holdings Corporation and its debtor affiliates filed a
Modified Second Amended Joint Chapter 11 Plan and accompanying
Disclosure Statement to reflect clarifying, non-substantive
modifications.

General Unsecured Claims (other than Kmart WA Guarantee Claims)
(Class 4(A)) are impaired. Each such holder thereof shall receive
its Pro Rata share of (i) the General Unsecured Liquidating Trust
Interests and (ii) the Specified Unsecured Liquidating Trust
Interests; provided, that for the avoidance of doubt, no Specified
Unsecured Liquidating Trust Interests shall be granted to holders
of Allowed ESL Unsecured Claims.

Secured Claims (Class 2) are impaired. each holder of an Allowed
Secured Claim will receive from the Debtor against which its
Secured Claim is Allowed, on account and in full satisfaction of
such Allowed Claim, at the option of the Debtors or Liquidating
Trustee, as applicable: (i) Cash in an amount equal to the Allowed
amount of such Secured Claim; (ii) transfer of the collateral
securing such Secured Claim or the proceeds thereof in satisfaction
of the Allowed amount of such Secured Claim; or (iii) such other
treatment sufficient to render such holder's Allowed Secured Claim
Unimpaired.

PBGC Claims (Class 3) are impaired. PBGC shall receive from the
Liquidating Trust, (i) the PBGC Liquidating Trust Priority Interest
and (ii) in respect of the Allowed PBGC Unsecured Claims, subject
to Section 9.2(a)(viii) of the Plan, PBGC's Pro Rata share of (w)
Kmart WA Guarantee General Unsecured Liquidating Trust Interests;
(x) Kmart WA Guarantee Specified Unsecured Liquidating Trust
Interests; (y) the General Unsecured Liquidating Trust Interests;
and (z) the Specified Unsecured Liquidating Trust Interests, in
full and final satisfaction, settlement, release, and discharge of
all PBGC Claims against Kmart of Washington LLC.

Guarantee Claims (Class 4(B)) are impaired. Each such holder
thereof shall receive its Pro Rata share of: (i) Kmart WA Guarantee
General Unsecured Liquidating Trust Interests, including any Excess
PBGC Amounts; (ii) Kmart WA Guarantee Specified Unsecured
Liquidating Trust Interests; and (iii) any Excess PBGC Amounts that
would have been distributed to PBGC on account of Kmart WA
Guarantee General Unsecured Liquidating Trust Interests and Kmart
WA Guarantee Specified Unsecured Liquidating Trust Interests.

ESL Unsecured Claims (Class 5) are impaired. Each such holder
thereof shall receive its Pro Rata share of: (i) Kmart WA Guarantee
General Unsecured Liquidating Trust Interests, including any Excess
PBGC Amounts; (ii) the General Unsecured Liquidating Trust
Interests; and (iii) any Excess PBGC Amounts that would have been
distributed to PBGC on account of Kmart WA Guarantee General
Unsecured Liquidating Trust Interests.

Intercompany Claims (Class 6) are impaired. On the Effective Date,
pursuant to the Plan Settlement as provided in Section 9.2 of the
Plan, except as provided in Section 9.2(e) of the Plan, no separate
distributions shall be made under the Plan on account of
Intercompany Claims, and such Claims shall be extinguished by
distribution, contribution, or otherwise, in the discretion of the
Debtors and in accordance with section 9.2(a) of the Asset Purchase
Agreement.

Intercompany Interests (Class 7) are impaired. Each such holder
thereof shall neither receive nor retain any property of the Estate
or direct interest in property of the Estate of the Debtors on
account of such Intercompany Interest.

Subordinated Securities Claims (Class 8) are impaired. Holders of
Subordinated Securities Claims shall not receive or retain any
property under the Plan on account of such Subordinated Securities
Claims. On the Effective Date, all Subordinated Securities Claims
shall be deemed cancelled without further action by or order of the
Bankruptcy Court, and shall be of no further force and effect,
whether surrendered for cancellation or otherwise.

The Debtors and Liquidating Trust shall fund Distributions and
satisfy applicable Allowed Claims under the Plan using: (a) Cash on
hand; (b) Cash from Net Proceeds of Total Assets; (c) Cash from the
Wind Down Account; and (d) Cash from the Carve Out Account.

A full-text copy of the Modified Second Amended Disclosure
Statement dated July 9, 2019, is available at
https://tinyurl.com/y4uwv3ba from PacerMonitor.com at no charge.

A redlined version of Modified Second Amended Disclosure Statement
dated July 9, 2019, is available at the
https://tinyurl.com/y4cqzvs2 from Prime Clerk at no charge.

                   About Sears Holdings

Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- began as a mail ordering catalog
company in 1887 and became the world's largest retailer in the
1960s.  At its peak, Sears was present in almost every big mall
across the U.S., and sold everything from toys and auto parts to
mail-order homes.  Sears claims to be is a market leader in the
appliance, tool, lawn and garden, fitness equipment, and automotive
repair and maintenance retail sectors.

Sears and Kmart merged to form Sears Holdings in 2005 when they had
3,500 US stores between them.  Kmart emerged in 2005 from its own
bankruptcy.

Unable to keep up with online stores and other brick-and-mortar
retailers, a long series of store closings has left it with 687
retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin
Islands as of mid-October 2018.  The Company employs 68,000
individuals, of whom 32,000 are full-time employees.

As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total
assets, $11.33 billion in total liabilities and a total deficit of
$4.40 billion.

Unable to cover a $134 million debt payment due Oct. 15, 2018,
Sears Holdings Corporation and 49 subsidiaries sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15,
2018.

The Hon. Robert D. Drain is the case judge.

The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel;
M-III Partners as restructuring advisor; Lazard Freres & Co. LLC as
investment banker; DLA Piper LLP as real estate advisor; and Prime
Clerk as claims and noticing agent.

The U.S. Trustee for Region 2 appointed nine creditors, including
the Pension Benefit Guaranty Corp., and landlord Simon Property
Group, L.P., to serve on the official committee of unsecured
creditors.  The committee tapped Akin Gump Strauss Hauer & Feld LLP
as legal counsel; FTI Consulting as financial advisor; and Houlihan
Lokey Capital, Inc. as investment banker.



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

TRINIDAD & TOBAGO: Can Borrow US$2.95 Billion More From CAF
-----------------------------------------------------------
Trinidad Express reports that Trinidad and Tobago has accessed
US$800 million in loans from the Andean Development Bank of Latin
America (known by its acronym CAF).  But given its equity in the
Latin America and Caribbean financial institution headquartered in
Caracas, Venezuela, T&T has access to a pipeline of loans of up to
US$3.75 billion, according to Trinidad Express.

The report notes the development bank's representative in the
country, Gianpiero Leoncini, said country shareholders of the
institution can only borrow up to 15 per cent of the institution's
loan portfolio, which is now US$25 billion.



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

CITGO HOLDING: Plans to Borrow $1.9BB as 2020 Bond Payment Nears
----------------------------------------------------------------
Pablo Gonzalez and Ben Bartenstein at Bloomberg News report that
Citgo Holding Inc., the refining company whose operations are
largely under the control of Venezuela's political opposition,
plans to issue new debt to pay back $1.9 billion of bonds that
mature in February.

The refinancing would include $1.4 billion of senior secured notes
due in 2024 and a $500 million senior secured term loan B facility
that matures in four years, the Houston-based company said in a
statement, according to Bloomberg News.  It didn't say who is
advising on the proposed deal.

Bloomberg News notes that the offering's success may depend upon a
Delaware court's ruling about the legitimacy of two rival corporate
boards at state-owned oil giant Petroleos de Venezuela SA, the
parent of Citgo.  One board was appointed by President Nicolas
Maduro; the other one by the National Assembly leader Juan Guaido,
the report notes.  Oral arguments are set to be held soon.

"Guaido's team has $3 billion in liabilities between the Citgo 20s
and PDVSA 20s coming due between now and February," said Russ
Dallen, managing partner at the brokerage Caracas Capital in Miami,
Bloomberg News relays.  "They are being very prudent," she added.

The U.S. and more than 50 countries recognize Guaido as the
nation's legitimate president after what they call unfair
elections, resulting in a power struggle between him and Maduro,
Bloomberg News discloses.

Guaido has appointed new boards at Citgo and PDVSA, though his
allies have little operational control over the Caracas-based
parent company, Bloomberg News notes.

Citgo operates three U.S. refineries that together can process
almost 755,000 barrels of oil a day, or about 4% of the nation's
total capacity. It operates more than 40 petroleum terminals in the
U.S. and sells fuel to some 5,300 Citgo-branded gas stations.

As reported in the Troubled Company Reporter-Latin America on Aug.
29, 2018, S&P Global Ratings raised its issue-level rating on U.S.
refinery company CITGO Holding Inc.'s senior secured debt to 'B'
from 'B-' on decreased consolidated leverage. At the same time, S&P
Global Ratings revised its recovery rating on the debt to '2' from
'3', reflecting its expectation for substantial (70%-90%; rounded
estimate 85%) recovery in the event of default.

VENEZUELA: Opposition Returning to Barbados to Continue Talks
-------------------------------------------------------------
Mayela Armas at Reuters reports that Venezuela's opposition said it
will return to Barbados to continue talks with the government of
President Nicolas Maduro as part of efforts to resolve the South
American nation's political crisis.

The two sides met in the Caribbean island as part of talks being
mediated by Norway but returned for consultations without
announcing a deal, according to Reuters.

The report notes that the communications team for opposition leader
Juan Guaido, who is recognized by more than 50 countries as
Venezuela's legitimate leader, said on Twitter the delegation was
returning "to achieve change that can end Venezuelans' suffering."

The talks will resume just days after two members of Guaido's
security detail were detained for allegedly attempting to sell
rifles taken from the National Guard as part of a failed April 30
uprising against Maduro, the report says.

The report relays that Guaido said the arrests were part of
intimidation efforts based on fake evidence. Information Minister
Jorge Rodriguez said he would present evidence linked to the case
at the next round of talks.

Opposition activists have been wary of dialogue for years,
insisting Maduro has used it as a stalling tactic in the past, the
report discloses.

Guaido says the opposition will not allow this round of talks to
drag out like those in the Dominican Republic that ended
unsuccessfully in 2018, the report notes.

Venezuela is suffering a hyperinflationary economic meltdown that
has resulted in malnutrition and disease and spurred a migration
exodus of 4 million citizens, the report relays.

In January, Guaido invoked the constitution to assume a rival
interim presidency after declaring Maduro's 2018 re-election a
fraud, the report notes.

Maduro calls him a puppet of the United States and blames the
economic problems on U.S. sanctions meant to force him from office,
the report adds.

                         About Venezuela

Venezuela, officially the Bolivarian Republic of Venezuela, is a
country on the northern coast of South America, consisting of a
continental landmass and a large number of small islands and islets
in the Caribbean sea.  The capital is the city of Caracas.

Hugo Chavez was president to Venezuela from 1999 to 2013.  The
Chavez presidency was plagued with challenges, which included a
2002 coup d'etat, a 2002 national strike and a 2004 recall
referendum.  Nicolas Maduro was elected president in 2013 after the
death of Chavez.  Maduro won a second term at the May 2018
Venezuela elections, but this result has been challenged by
countries including Argentina, Chile, Colombia, Brazil, Canada,
Germany, France and the United States who deemed it fraudulent and
moved to recognize Juan Guaido as president.

The presidencies of Chavez and Maduro have challenged Venezuela
with a socioeconomic and political crisis.  It is marked by
hyperinflation, climbing hunger, poverty, disease, crime and death
rates, social unrest, corruption and emigration from the country.

Standard and Poor's long- and short-term foreign currency sovereign
credit ratings for Venezuela stands at 'SD/D' (November 2017).

S&P's local currency sovereign credit ratings on the other hand are
'CCC-/C'. The May 2018 outlook on the long-term local currency
sovereign credit rating is negative, reflecting S&P's view that the
sovereign could miss a payment on its outstanding local currency
debt obligations or advance a distressed debt exchange operation,
equivalent to default.

Moody's credit rating (long term foreign and domestic issuer
ratings) for Venezuela was last set at C with stable outlook (March
2018).

Fitch's long term issuer default rating for Venezuela was last set
at RD (2017) and country ceiling was CC. Fitch, on June 27, 2019,
affirmed then withdrew the ratings due to the imposition of U.S.
sanctions on Venezuela.


                           *********


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
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.

Information contained herein is obtained from sources believed to
be reliable, but is not guaranteed.

The TCR Latin America subscription rate is US$775 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for members
of the same firm for the term of the initial subscription or
balance thereof are US$25 each.  For subscription information,
contact Peter A. Chapman at 215-945-7000.
.


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