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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, October 17, 2019, Vol. 20, No. 208
Headlines
B R A Z I L
JBS SA: Pilgrim Pride Concludes Acquisition of Tulip Ltd.
P U E R T O R I C O
ASCENA RETAIL: Widens Net Loss to $661.4 Million in Fiscal 2019
MARINE ENVIRONMENTAL: Given Until Dec. 27 to Exclusively File Plan
PUERTO RICO: Justices Reluctant to Overturn Board Appointments
T R I N I D A D A N D T O B A G O
CLICO GROUP: No Formal Offer to Sell MHIL Shares
CLICO GROUP: Sagicor to Acquire Liabilities that Exceed Assets
V E N E Z U E L A
PETROLEOS DE VENEZUELA: May Default on 2020 Bonds, Ashmore Reacts
VENEZUELA: President Maduro Orders 275% Monthly Minimum Wage Hike
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B R A Z I L
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JBS SA: Pilgrim Pride Concludes Acquisition of Tulip Ltd.
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Gabriela Mello and Ana Mano at Reuters report that Brazil's JBS SA
said on Oct. 15 that its subsidiary Pilgrim's Pride Corp concluded
the acquisition of Tulip Ltd in the United Kingdom, where the
company is seeking to strengthen its position in the market for
pork.
According to Reuters, in a securities filing on Oct. 15, JBS said
Tulip's acquisition, valued at GBP290 million (US$367 million), was
approved by Pilgrim's board and funded with cash.
As reported in the Troubled Company Reporter-Latin America on June
19, 2019, Fitch Ratings has upgraded JBS S.A.'s Long-Term
Foreign-and Local Currency Issuer Default Ratings and senior
unsecured notes issued by JBS Investments GmbH and JBS Investments
II GmbH to 'BB' from 'BB-'. The National Scale rating was upgraded
to 'AA+ (bra)' from 'A(bra)'. The Rating Outlook is Stable. The
upgrade reflects JBS expected deleveraging and strong free cash
flow generation and improved financial flexibility due to recent
liability management.
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P U E R T O R I C O
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ASCENA RETAIL: Widens Net Loss to $661.4 Million in Fiscal 2019
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Ascena Retail Group, Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K reporting a net loss of
$661.4 million on $5.49 billion of net sales for the fiscal year
ended Aug. 3, 2019, compared to a net loss of $39.7 million on
$5.56 billion of net sales for the fiscal year ended Aug. 4, 2018.
As of Aug. 3, 2019, Ascena had $2.69 billion in total assets, $2.54
billion in total liabilities, and $151 million in total equity.
Financial Condition and Liquidity
Net cash provided by operating activities was $21.1 million for
Fiscal 2019, compared with $273.9 million during the year-ago
period. Cash flows from operations was lower during Fiscal 2019
primarily due to higher net loss before non-cash expenses and
higher working capital outflows, primarily related to timing of
payments for inventory and other operating expenses, offset in part
by favorable timing of store rent expense payments.
Net cash provided by investing activities for Fiscal 2019 was $67.7
million, compared with cash used in investing activities of $134.2
million for the year-ago period. Net cash provided by investing
activities in Fiscal 2019 consisted primarily of net proceeds from
the sale of maurices of $203.2 million, offset in part by capital
expenditures of $136.5 million. Net cash used in investing
activities in the year-ago period was $134.2 million, consisting
primarily of capital expenditures of $186.3 million, offset in part
by $52.1 million of proceeds from the sale of assets, which
substantially reflects the redemption of the cash surrender value
on certain company-owned life insurance policies.
Net cash provided by financing activities was $0.3 million during
Fiscal 2019. Net cash used in financing activities was $226.2
million during the year-ago period, consisting primarily of
principal repayments of the Company's term loan debt.
Capital Spending
In Fiscal 2019, the Company had $136.5 million in capital
expenditures, which included spending for capital investments
primarily including initiatives identified with the Change for
Growth program as well as routine spending in connection with the
Company's digital initiatives, infrastructure, and its retail store
network.
During Fiscal 2019, the Company continued to invest in initiatives
that support its omni-channel capability as well as initiatives
aimed at improving product availability and fulfillment efficiency
to enhance its capability to analyze transaction data to support
more effective product and marketing decisions. Lastly, in
connection with the Change for Growth program, the Company spent
approximately $35 million in Fiscal 2019 on projects to improve
operational efficiency and enhance its customer-facing
capabilities.
For Fiscal 2020, the Company expects a significant reduction in the
level of capital spending reflecting the end of the Change for
Growth program and fewer new store openings. As a result of those
changes, the Company expects that total capital spending in Fiscal
2020 will be in the range of $80-$100 million. The Company's
capital requirements are expected to be funded primarily with
available cash and cash equivalents, operating cash flows and, to
the extent necessary, borrowings under the Company's Amended
Revolving Credit Agreement.
Liquidity
The Company's primary sources of liquidity are the cash flows
generated from its operations, remaining availability under its
Amended Revolving Credit Agreement after taking into account
outstanding borrowings, letters of credit (inclusive of the
collateral limitation), proceeds from the sale of assets, such as
the disposition of maurices, and available cash and cash
equivalents. As of Aug. 3, 2019, the Company had $396.5 million of
availability under the Amended Revolving Credit Agreement.
These sources of liquidity are used to fund the Company's ongoing
cash requirements, such as inventory purchases and other changes in
working capital requirements, retail store expansion, construction
and renovation of stores, investment in technological and supply
chain infrastructure, acquisitions, debt service, stock
repurchases, contingent liabilities (including uncertain tax
positions) and other corporate activities.
In addition to the ongoing cash requirements, those sources of
liquidity will also be used to fund the announced wind down of the
Company's Dressbarn operations which is expected to result in the
payment of severance related benefits, as well as other closing
costs, primarily related to the closing of the Company's retail
stores. Such payments could be significant and have a material
effect on the Company's cash flows from operations. Further, as the
Company identifies additional cost reduction opportunities, costs
associated with those actions may have a material impact on its
cash flows from operations. Lastly, it will also fund the payments
to former members of management under the Company's deferred
compensation program, as well as severance payments to employees
impacted by the job eliminations in the fourth quarter of Fiscal
2019. Management believes that cash flows from operations at
anticipated levels and its existing sources of liquidity will be
sufficient to support its operating needs, costs associated with
its transformation initiatives, capital requirements and its debt
service requirements for at least the next twelve months.
As of Aug. 3, 2019, the Company had cash and cash equivalents of
$328.0 million, approximately $33 million, or 10%, which was held
overseas by its foreign subsidiaries. The Company continues to
evaluate various alternatives for its remaining foreign held cash
balances and will repatriate any excess cash balances as
necessary.
A full-text copy of the Form 10-K is available for free at:
https://is.gd/U2XG8r
About Ascena
Headquartered in Mahwah, New Jersey, Ascena Retail Group, Inc. --
http://www.ascenaretail.com/-- is a national specialty retailer of
apparel for women and tween girls. The Company's operations consist
of its direct channel operations and approximately 3,400 stores in
the United States, Canada, and Puerto Rico as of Aug. 3,
2019.
On July 29, 2019, Ascena received a notification letter from the
Listings Qualifications department staff of The Nasdaq Stock Market
LLC notifying the Company that it has failed to maintain a minimum
closing bid price of $1.00 per share for its shares of its common
stock for a period of 30 consecutive business days as required by
Nasdaq Listing Rule 5450(a)(1) for continued listing on The Nasdaq
Global Select Market. The notification does not affect the listing
of the Company's common stock at this time, and the Company's
shares will continue to trade on The Nasdaq Global Select Market
under the symbol "ASNA". The letter provides that Ascena has 180
calendar days, or until Jan. 27, 2020, to regain compliance with
the Bid Price Rule by maintaining a closing bid price of $1.00 per
share for a minimum of ten consecutive business days. If at any
time during such 180-day period the bid price of Ascena's common
stock closes at $1.00 per share or more for a minimum of ten
consecutive business days, Nasdaq will notify Ascena that it has
achieved compliance with the Bid Price Rule.
* * *
As reported by the TCR on Oct. 14, 2019, Moody's Investors Service
downgraded Ascena Retail Group, Inc.'s corporate family rating to
Caa2 from B3, probability of default rating to Caa2-PD from B3-PD
and senior secured term loan rating to Caa2 from B3. The
speculative grade liquidity rating remains SGL-2 and the outlook
remains negative. The downgrades reflect Moody's view that Ascena's
capital structure is likely unsustainable as a result of its weak
operating performance, high leverage, and negative free cash flow,
creating an elevated risk of a debt restructuring including a
material debt repurchase at a significant discount.
MARINE ENVIRONMENTAL: Given Until Dec. 27 to Exclusively File Plan
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Judge Vincent Papalia of the U.S. Bankruptcy Court for the District
New Jersey extended the period during which only Marine
Environmental Remediation Group, LLC and MER Group Puerto Rico LLC
can file a Chapter 11 plan to Dec. 27.
The companies can solicit acceptances for the plan until Feb. 25,
2020.
About Marine Environmental
MER Group -- http://www.mergroupllc.com-- provides ship recycling
services at facilities in the United States and Europe. MER claims
to have pioneered an environmentally-sensitive process of
dismantling obsolete vessels that meets or exceeds all U.S. EPA,
OSHA, state and Commonwealth regulations.
Marine Environmental Remediation Group LLC and affiliate MER Group
Puerto Rico LLC filed voluntary petitions seeking relief under
Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No.
19-18994) on May 1, 2019. In the petitions signed by Martin Vulaj,
CEO, the Debtors' estimated $1 million to $10 million in both
assets and liabilities. The case is assigned to Judge Vincent F.
Papalia. Jeffrey D. Vanacore, Esq., at Perkin Coie LLP, represents
the Debtors.
PUERTO RICO: Justices Reluctant to Overturn Board Appointments
--------------------------------------------------------------
Lawrence Hurley at Reuters reports that U.S. Supreme Court justices
on Oct. 15 signaled reluctance to overturn appointments to Puerto
Rico's federally created financial oversight board in a dispute
that could disrupt the panel's restructuring of about $120 billion
of the bankrupt U.S. territory's debt.
According to Reuters, the justices are considering an appeal by the
board after a lower court ruled that the 2016 appointments of its
seven members violated the U.S. Constitution's so-called
appointments clause because they were not confirmed by the Senate.
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.
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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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CLICO GROUP: No Formal Offer to Sell MHIL Shares
------------------------------------------------
Anthony Wilson at Trinidad Express reports that CLICO has not made
a current, formal offer to sell its Methanol Holdings International
Ltd (MHIL) shares to the methanol producer's minority shareholder,
Consolidated Energy Ltd.
MHIL is now 56.53 per cent owned by CLICO, with 43.47 per cent held
by Consolidated Energy, which is 75-per cent owned by
Switzerland-based Proman, while Helm AG, a German chemicals
marketing concern, owns 25 per cent of the company, according to
Trinidad Express.
About CL Financial/CLICO
CL Financial was one of the largest privately held conglomerate in
Trinidad and Tobago. It was originally founded as an insurance
company and has since expanded to be the holding company for a
diverse group of companies and subsidiaries.
CL Financial is the parent company of Colonial Life Insurance
Company (Trinidad) Limited (Clico). CLICO is now the Company's
insurance division.
CL Financial however experienced a liquidity crisis in 2009 that
resulted in a "bail out" agreement by which the government of
Trinidad and Tobago loaned the company funds ($7.3 billion as of
December 2010) to maintain its ability to operate, and obtained a
majority of seats on the company's board of directors.
The companies to be bailed out were: CL Financial Ltd (CLF);
Colonial Life Insurance Company Ltd (CLICO); Caribbean Money Market
Brokers Ltd (CMMB); Clico Investment Bank (CIB) and British
American Insurance Company (Trinidad) Ltd (BAICO).
As reported in the Troubled Company Reporter-Latin America in July
2017, CL Financial Limited shareholders vowed to pay back a TT$15
billion (US$2.2 billion) debt to the Trinidad Government.
CLICO GROUP: Sagicor to Acquire Liabilities that Exceed Assets
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Trinidad Express reports that Sagicor Financial Corporation is
paying nothing to CLICO and British American Trinidad to acquire
their tradition insurance portfolios, worth over $8 billion, as the
regional insurance company is acquiring insurance liabilities that
have a greater value that the total investment assets that are to
be transferred to Sagicor.
This is what multiple insurance sources told Express Business last
week. In statement released on October 7, Sagicor disclosed that
about "US$1.2 billion of total investment assets are proposed to be
acquired to offset a similar amount of actuarial liabilities which
are expected to be assumed," Trinidad Express relays.
About CL Financial/CLICO
CL Financial was one of the largest privately held conglomerate in
Trinidad and Tobago. It was originally founded as an insurance
company and has since expanded to be the holding company for a
diverse group of companies and subsidiaries.
CL Financial is the parent company of Colonial Life Insurance
Company (Trinidad) Limited (Clico). CLICO is now the Company's
insurance division.
CL Financial however experienced a liquidity crisis in 2009 that
resulted in a "bail out" agreement by which the government of
Trinidad and Tobago loaned the company funds ($7.3 billion as of
December 2010) to maintain its ability to operate, and obtained a
majority of seats on the company's board of directors.
The companies to be bailed out were: CL Financial Ltd (CLF);
Colonial Life Insurance Company Ltd (CLICO); Caribbean Money Market
Brokers Ltd (CMMB); Clico Investment Bank (CIB) and British
American Insurance Company (Trinidad) Ltd (BAICO).
As reported in the Troubled Company Reporter-Latin America in July
2017, CL Financial Limited shareholders vowed to pay back a TT$15
billion (US$2.2 billion) debt to the Trinidad Government.
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V E N E Z U E L A
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PETROLEOS DE VENEZUELA: May Default on 2020 Bonds, Ashmore Reacts
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Ben Bartenstein and Sydney Maki at Bloomberg News report that
Ashmore Group Plc and Venezuela's government may be headed for a
legal battle as a potential default on the state oil company
Petroleos de Venezuela S.A's (PDVSA) 2020 bonds sets off a rush to
lay claim to the nation's most prized asset abroad.
The PDVSA 2020 Bonds are the only Venezuelan bonds not in default,
Bloomberg cites. And Ashmore is the largest reported holder of
Citgo-backed securities.
According to Bloomberg, three people familiar with the matter said
Ashmore, which owned about half the securities as of June 30, has
urged Petroleos de Venezuela to make the US$913 million payment on
its 2020 notes due Oct. 28, yet the team advising National Assembly
President Juan Guaido claims it doesn't have the funds.
What happens next is critical for Venezuela because the bonds are
backed by a 50.1% stake in Citgo Holding Inc., the U.S. refining
company that's a unit of PDVSA and thought of by many Venezuelans
as part of their patrimony, Bloomberg states. If the oil company
defaults, London-based Ashmore could set in motion legal
proceedings that may cause Citgo to be auctioned off to the highest
bidder to pay back creditors, Bloomberg notes.
That's forced PDVSA's ad hoc board and Mr. Guaido's attorney
general to consider seeking an injunction against MUFG Union Bank,
the trustee on the bonds, to prevent it from trying to sell Citgo,
Bloomberg relays, citing people familiar with the matter.
The situation is made all the more complicated because of
Venezuela's strange political situation at the moment, Bloomberg
discloses. Mr. Guaido, whom the U.S. and almost 60 other nations
recognize as Venezuela's rightful leader, and his allies
effectively run Citgo, but have little operational control over
PDVSA and no access to government finances, Bloomberg says.
About PDVSA
Founded in 1976, Petroleos de Venezuela, S.A. (PDVSA) is the
Venezuelan state-owned oil and natural gas company, which engages
in exploration, production, refining and exporting oil as well as
exploration and production of natural gas. It employs around
70,000 people and reported $48 billion in revenues in 2016.
As reported in Troubled Company Reporter-Latin America on June 3,
2019, Moody's Investors Service withdrew all the ratings of
Petroleos de Venezuela, S.A. including the senior unsecured and
senior secured ratings due to insufficient information. At the time
of withdrawal, the ratings were C and the outlook was stable.
Citgo Petroleum Corporation (CITGO) is Venezuela's main foreign
asset. CITGO is majority-owned by PDVSA. CITGO is a United
States-based refiner, transporter and marketer of transportation
fuels, lubricants, petrochemicals and other industrial products.
However, CITGO formally cut ties with PDVSA at about February 2019
after U.S. sanctions were imposed on PDVSA. The sanctions are
designed to curb oil revenues to the administration of President
Nicolas Maduro and support for the Juan Guaido-headed party.
VENEZUELA: President Maduro Orders 275% Monthly Minimum Wage Hike
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Alex Vasquez at Bloomberg News reports that Venezuela's President
Nicolas Maduro ordered a 275% increase in the monthly minimum wage
on Oct. 14, the third hike this year, as hyperinflation drains the
value of workers' salaries.
According to Bloomberg, a former labor minister and close ally to
the socialist president wrote on Twitter on Oct. 14 that the
minimum wage rose to 150,000 bolivars ($8) from 40,000, lawmaker
Francisco Torrealba. He said in addition, workers will receive a
food bonus of 150,000 bolivars, Bloomberg relates. It's the second
time in a row the announcement has come via a lawmaker, rather than
the president, Bloomberg notes.
Despite the increase, the new 150,000 bolivars wage barely amounts
to enough to buy four kilos of meat, Bloomberg states. Annual
inflation in Venezuela is currently running at around 50,100%,
Bloomberg relays, citing figures produced by the opposition-led
National Assembly.
The United Nations said Venezuela's severe economic crisis,
including hyperinflation, a private sector in ruins and a shortage
of basic goods, has forced more than four million Venezuelans to
leave the country, according to Bloomberg.
About Venezuela
Venezuela, officially the Bolivarian Republic of Venezuela, is a
country on the northern coast of South Ameri ca, 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
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