260119.mbx

260119.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 Monday, January 19, 2026, Vol. 27, No. 13 Headlines A R G E N T I N A ARGENTINA: 2025 Fiscal Surplus Marks A Turn, With 2026 Real Test BANCO MACRO: Fitch Gives CCC+(EXP) Rating to Sr. Unsec. Notes BANCO MACRO: Launches Cash Tender Offer for 6.75% Notes B A H A M A S FTX GROUP: MoFo Taps Ex GC, Associate Counsel as Fintech Partners B R A Z I L BRAZIL: Rising Street-Homeless Count Tests Key Claim About Progress NITEROI: Fitch Affirms LongTerm 'BB' IDRs, Outlook Stable C O L O M B I A FIDEICOMISO COSTERA: Fitch Affirms BB Rating on $150MM USD Bonds J A M A I C A CARIBBEAN CREAM: Incurs $145MM Net Loss, Sharp Drop in Revenue M E X I C O PETCO HEALTH: Moody's Rates New $850MM First Lien Term Loan 'B3' V E N E Z U E L A CITGO PETROLEUM: EU Greenlights Hedge Fund's $5.89B Bid For Control - - - - - ================= A R G E N T I N A ================= ARGENTINA: 2025 Fiscal Surplus Marks A Turn, With 2026 Real Test ---------------------------------------------------------------- Florencia Belen Ruiz at Rio Times Online reports that Argentina is trying to turn a budget result into a credibility reset. The Economy Ministry says 2025 ended in surplus, even after interest payments, according to Rio Times Online. The primary balance was 1.4% of GDP, the report notes. The financial balance was 0.2% of GDP, the report relays. In pesos, the ministry reports AR$11.769 trillion ($8.1 billion) primary and AR$1.453 trillion ($1.0 billion) financial, the report says. The stress test is December, the report relays. Officials say the month ended with a primary deficit near AR$2.87 trillion ($2.0 billion), the report relays. The financial deficit was near AR$3.29 trillion ($2.3 billion), the report says. Seasonality is normal, but it tests whether the surplus is structural, the report discloses. Economy Minister Luis Caputo says the cushion came from spending restraint, the report relays. He says primary spending in 2025 was 27% lower than 2023 in real terms, the report relays. He argues targeted assistance rose instead of being squeezed, the report notes. Caputo says AUH and the Alimentar card rose 43% in real terms, comparing December 2025 with December 2023, the report recalls. He says benefits covered 92% of the basic food basket, up from 55%, the report notes. Officials also say transfers were paid directly, bypassing intermediaries, the report relays. The government adds that it cut taxes while keeping the anchor intact, the report discloses. It estimates tax reductions above 2.5% of GDP since 2024, including lower trade duties, the report notes. It also says the 2026 budget targets a 1.2% primary surplus, the report relays. Forecasts put 2025 inflation near 31%, with 2026 seen around 25%. Polling also sees growth slowing to 3% in 2026 after 4.3% in 2025. The next test is external financing. Analysts tie credibility to market access, with the government eyeing a foreign issue below 10%. Critics warn that definitions can flatter results if interest costs shift into instruments. Supporters reply the outcome is IMF-friendly, near a 1.3% primary target. About Argentina Argentina is a country located mostly in the southern half of South America. Its capital is Buenos Aires. Javier Milei is the current president of Argentina after winning the November 19, 2023 general election. He succeeded Alberto Angel Fernandez in the position. Argentina has the third largest economy in Latin America. The country's economy is an upper middle-income economy for fiscal year 2019, according to the World Bank. Historically, however, its economic performance has been very uneven, with high economic growth alternating with severe recessions, income maldistribution and in the recent decades, increasing poverty. In March 2022, the International Monetary Fund (IMF) approved a 30-month arrangement under an Extended Fund Facility for Argentina in the amount of SDR 31.914 billion (equivalent to US$44 billion, or 1000 percent of quota) -- with an approved immediate disbursement of an equivalent of US$9.65 billion. Argentina's IMF-supported program sought to improve public finances and start to reduce persistent high inflation through a multi-pronged strategy. On April 11, 2025, the IMF further approved a 48-month Extended Fund Facility (EFF) arrangement for Argentina totaling US$20 billion (or 479 percent of quota), with an immediate disbursement of US$12 billion, and a first review planned for June 2025 with an associated disbursement of about US$2 billion. The program is expected to help catalyze additional official multilateral and bilateral support, and a timely re-access to international capital markets. S&P Global Ratings on Dec. 17, 2025, raised its local currency sovereign credit ratings on Argentina to 'CCC+/C' from 'SD/SD'. S&P also raised its long-term foreign currency sovereign credit rating to 'CCC+' from 'CCC' and affirmed its 'C' short-term foreign currency rating. The outlook on the long-term ratings is stable. In addition, S&P raised its issue ratings on local currency bonds to 'CCC+' from 'CCC'. S&P's 'B-' transfer and convertibility assessment is unchanged. Moody's Ratings on July 17, 2025, upgraded Argentina's long-term foreign currency and local currency issuer ratings to Caa1 from Caa3 and changed the outlook to stable from positive. Fitch Ratings, on May 12, 2025, upgraded Argentina's Long-Term Foreign-Currency and Local-Currency Issuer Default Rating (IDR) to 'CCC+' from 'CCC'. DBRS, Inc. upgraded Argentina's Long-Term Foreign and Local Currency Issuer Ratings to B (low) from CCC in November 2024. BANCO MACRO: Fitch Gives CCC+(EXP) Rating to Sr. Unsec. Notes ------------------------------------------------------------- Fitch Ratings has assigned an expected rating of 'CCC+(EXP)' with a Recovery Rating of 'RR4' to Banco Macro S.A.'s senior unsecured notes. The U.S.- denominated notes are for an undisclosed amount at a rate to be set at issuance. The tenor is also undisclosed. The final rating is contingent on Fitch receiving final documents that materially conform to previously received information. The use of proceeds is for general corporate purposes. Key Rating Drivers Macro's senior unsecured notes are rated at the same level as Macro's 'CCC+' Long-Term Issuer Default Rating (IDR), as the likelihood of the notes' default is the same as the bank's. The notes will constitute Macro's direct, unconditional, unsecured and unsubordinated obligations and will rank at all times at least pari passu in right of payment with all other existing and future unsecured and unsubordinated obligations. Macro's 'ccc+' Viability Rating (VR) drives its IDRs. In Fitch's view, regardless of the bank's overall adequate financial condition, its ratings are constrained by Argentina's IDRs and the agency's assessment of the Operating Environment (OE). Additionally, the VR considers the bank's adequate asset quality, profitability, liquidity and funding metrics, as well as strong capitalization. Rating Sensitivities Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade -- Macro's senior unsecured debt ratings are directly linked to the bank's Long-Term IDR. Any negative rating action on the IDR will result in a similar rating action on the debt ratings. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade -- Macro's senior unsecured debt rating will generally move in tandem with the bank's Long-Term IDR. BANCO MACRO: Launches Cash Tender Offer for 6.75% Notes ------------------------------------------------------- Banco Macro S.A. commenced an offer to purchase for cash any and all of the outstanding 6.750% subordinated resettable notes due 2026 issued by Macro. The Offer is being made upon the terms and subject to the conditions set forth in the offer to purchase dated January 12, 2026. The table sets forth certain information relating to the Offer: Title of Security: * 6.750% Subordinated Resettable Notes due 2026 Principal Amount Outstanding: * US$400,000,000 Early Tender Consideration (1): * US$1,010 per US$1,000 principal amount (for Notes validly tendered at or prior to the Early Tender Date and accepted for purchase) * In addition, Accrued Interest will be paid in cash Late Tender Consideration (2): * US$960 per US$1,000 principal amount (for Notes validly tendered after the Early Tender Date but at or prior to the Expiration Date and accepted for purchase) * In addition, Accrued Interest will be paid in cash Security Identifiers: * CUSIP Numbers: 05963GAH1 / P1047VAF4 * ISINs: US05963GAH11 / USP1047VAF42 * Common Codes: 151636853 / 151537634 (1) The amount to be paid for each US$1,000 principal amount of Notes validly tendered at or prior to the Early Tender Date and accepted for purchase. In addition, Accrued Interest will be paid in cash. (2) The amount to be paid for each US$1,000 principal amount of Notes validly tendered after the Early Tender Date but at or prior to the Expiration Date and accepted for purchase. In addition, Accrued Interest will be paid in cash. Indicative Timetable for the Offer: Commencement Date: - January 12, 2026 Early Tender Date: - 5:00 p.m. New York City time (7:00 p.m. Buenos Aires time) on January 26, 2026, unless extended by the Offeror. Withdrawal Deadline: - 5:00 p.m. New York City time (7:00 p.m. Buenos Aires time) on January 26, 2026 unless extended by the Offeror. Early Acceptance Date: - At or around 9:00 a.m. New York City time (11:00 a.m. Buenos Aires time), on January 27, 2026, unless the Early Tender Date is extended by the Offeror. Early Settlement Date: - If the Offeror elects to exercise the Early Settlement Right, promptly after the acceptance by the Offeror for purchase of Notes validly tendered at or prior to the Early Tender Date and not validly withdrawn at or prior to the Withdrawal Deadline, upon satisfaction (or waiver by the Offeror) of each and all of the conditions set forth in the Offer to Purchase. - The Offeror expects that the Early Settlement Date will be within two Business Days following the Early Tender Date, which will be January 28, 2026, assuming that the Offeror exercises the Early Settlement Right (the "Early Settlement Date"). Expiration Date: - 5:00 p.m. New York City time (7:00 p.m. Buenos Aires time) on February 10, 2026, unless extended by the Offeror. Final Acceptance Date: - At or around 9:00 a.m., New York City time (11:00 a.m. Buenos Aires time), on February 11, 2026, unless the Expiration Date is extended by the Offeror. Final Settlement Date: - The Offeror expects that the Final Settlement Date will be within one Business Day following the Expiration Date, which will be February 11, 2026, unless the Expiration Date is extended by the Offeror. The Offer will expire at 5:00 p.m. New York City time (7:00 p.m. Buenos Aires time) on February 10, 2026, unless extended (such time and date, as the same may be extended in the sole discretion of the Offeror, the "Expiration Date"). Holders who validly tender and do not validly withdraw their Notes at or prior to 5:00 p.m., New York City time, on January 26, 2026, unless extended (such time and date, as the same may be extended in the sole discretion of the Offeror, the "Early Tender Date"), in the manner described in the Offer to Purchase, will be eligible to receive the Early Tender Consideration plus Accrued Interest. Holders who validly tender Notes after the Early Tender Date, but at or prior to the Expiration Date in the manner described in the Offer to Purchase, will only be eligible to receive the Late Tender Consideration plus Accrued Interest. The consideration for each US$1,000.00 principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase pursuant to the Offer will be US$1,010. Holders who validly tender Notes after the Early Tender Date, but at or prior to the Expiration Date and whose Notes are accepted for purchase will not be entitled to receive the Early Tender Consideration and will therefore be entitled to receive, for each US$1,000.00 principal amount of Notes accepted for purchase, only the consideration of US$960. Withdrawal rights with respect to tendered Notes will terminate on the Early Tender Date, unless extended by the Offeror. Accordingly, following the Early Tender Date, Notes validly tendered, including Notes tendered prior to the Early Tender Date and Notes tendered thereafter, may no longer be validly withdrawn except in certain limited circumstances where additional withdrawal rights are required by applicable law. Holders whose Notes are accepted for payment pursuant to the Offer will be paid accrued and unpaid interest on the Notes up to, but excluding, the Early Settlement Date or the Final Settlement Date, as applicable, payable on the Early Settlement Date, or the Final Settlement Date, as applicable. For the avoidance of doubt, the Offeror will not pay Accrued Interest for any periods following the Early Settlement Date or the Final Settlement Date, as applicable, in respect of any Notes accepted in the Offer. Accrued Interest on Notes will cease to accrue on the Early Settlement Date or the Final Settlement Date, as applicable. The Offer is conditioned upon the concurrent or earlier consummation of an offering of new notes by Macro. When considering any potential allocation of New Notes in the New Notes Offering, Macro intends, but is not in any way obligated, to give some degree of preference to those investors who, prior to such allocation, have validly tendered, or have indicated to Macro or the dealer managers their firm intention to tender, Notes in the Offer. Any investment decision to purchase New Notes in the New Notes Offering should be made solely on the basis of the information contained in the offering memorandum prepared in connection with such offering, and no reliance is to be placed on any representations other than those contained in such offering memorandum. The New Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended, any U.S. State Securities Laws or the laws of any jurisdiction and will be offered and sold to qualified institutional buyers pursuant to Rule 144A and in compliance with Regulation S outside the United States to non-U.S. persons (exemptions from the registration requirements of the Securities Act). From time to time after the Expiration Date or termination of the Offer, and subject to applicable laws and regulations (including regulations issued by the Central Bank of Argentina), Banco Macro or any of its affiliates may acquire any Notes that are not purchased pursuant to the Offer through open market purchases, privately negotiated transactions, tender offers, exchange offers, redemptions or otherwise, upon such terms and at such prices as Banco Macro or they may determine, which may be more or less than the price to be paid pursuant to the Offer and could be for cash or other consideration. Banco Macro may also exercise, subject to applicable laws and regulations (including regulations issued by the Central Bank), its right to redeem any Notes not purchased in the Offer and that remain outstanding after the Expiration Date pursuant to Section 10.4 of the indenture dated as of November 4, 2016, as amended by the first supplemental indenture dated as of November 4, 2016 relating to the Notes, or as otherwise required by applicable regulatory requirements, in each case subject to the prior approval of the Central Bank. ============= B A H A M A S ============= FTX GROUP: MoFo Taps Ex GC, Associate Counsel as Fintech Partners ----------------------------------------------------------------- Michele Gorman at law360.com reports that the former top lawyer and another former in-house counsel at imploded cryptocurrency exchange FTX have joined Morrison Foerster LLP as partners in its financial services and fintech industry groups, the firm announced. About FTX FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc. (d/b/a FTX US), Alameda Research Ltd. and certain affiliated companies then commenced Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022. Additional entities sought Chapter 11 protection on Nov. 14, 2022. FTX Trading and its affiliates each listed $10 billion to $50 billion in assets and liabilities, making FTX the biggest bankruptcy filer in the US this year. According to Reuters, SBF shared a document with investors on Nov. 10, 2022, showing FTX had $13.86 billion in liabilities and $14.6 billion in assets. However, only $900 million of those assets were liquid, leading to the cash crunch that ended with the company filing for bankruptcy. The Hon. John T. Dorsey is the case judge. The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal North America, LLC as financial advisor. Kroll is the claims agent, maintaining the page https://cases.ra.kroll.com/FTX/Home-Index The Official Committee of Unsecured Creditors tapped Paul Hastings as counsel, FTI Consulting, Inc., as financial advisor, and Jefferies LLC as the investment banker. Young Conaway Stargatt & Taylor LLP is the Committee's Delaware and conflicts counsel. Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory T. Donilon, Edward L. Schnitzer, and David M. Banker, is representing Sam Bankman-Fried in the Chapter 11 cases. White-collar crime specialist Mark S. Cohen has reportedly been hired to represent SBF in litigation. Lawyers at Paul Weiss previously represented SBF but later renounced representing the entrepreneur due to a conflict of interest. =========== B R A Z I L =========== BRAZIL: Rising Street-Homeless Count Tests Key Claim About Progress ------------------------------------------------------------------- Adele Cardin at Rio Times Online reports that a single number is ricocheting across Brazil's politics and social feeds: 365,822. That is the total of people registered in Cadunico as living in a street situation at the end of 2025, according to the OBPopRua/Polos-UFMG observatory, according to Rio Times Online. One year earlier, the registry showed 327,925, the report relays. Rio Times Online discloses that the rise is not subtle, and it forces a harder question than partisan slogans allow: how can a country post better poverty statistics and still see more people sleeping outside? Start with where the increase sits, the report relays. The Southeast accounts for 222,311 people, about 61% of the national total, the report discloses. Sao Paulo state alone registers 150,958, the report relays. Rio de Janeiro shows 33,656 and Minas Gerais 33,139, the report relays. Amapa has 292. In other words, the problem is most visible in the places that also sell Brazil to the world as modern, investable, and cosmopolitan, the report says. Now look at what the registry says about life at street level, the report discloses. In a CadUnico profile snapshot, 84% are men and 88% are aged 18 to 59. Children and adolescents are about 3%, the report relays. Roughly 81% report monthly income up to R$109 ($20), the report says. With a minimum wage around R$1,518 ($281), one medical shock or one rent increase can flip a household from "barely holding on" to "no address," the report relays. But the story behind the story is measurement, the report discloses. Researchers list a stronger CadUnico system itself as a driver of the higher totals, because outreach, updating, and interviewer training improved, the report notes. That means part of the jump is a clearer picture, not only a sudden wave, the report says. The apparent contradiction with falling poverty is also real, the report relays. IBGE reported poverty fell from 27.3% in 2023 to 23.1% in 2024, and extreme poverty from 4.4% to 3.5%, using monthly lines near R$694 ($129) and R$218 ($40), the report notes. Those gains help, yet they do not guarantee a door that locks, the report says. Policy exists, but the gap is execution at scale, the report relays. Brazil's national street-population policy dates to 2009, the report recalls. The federal Ruas Visíveis plan launched in late 2023 pledged about R$982 million ($182 million), the report notes. Sao Paulo state says it has repassed R$633 million ($117 million) to municipalities, with R$145.6 million ($27 million) focused on street-population actions, the report notes. This matters abroad because it reveals how quickly big-city prosperity can coexist with visible collapse, and how political narratives can outrun lived reality, the report adds. About Brazil Brazil is the fifth largest country in the world and third largest in the Americas. Luiz Inacio Lula da Silva won the 2022 Brazilian general election. He was sworn in on January 1, 2023, as the 39th president of Brazil, succeeding Jair Bolsonaro. In October 2024, Moody's Ratings upgraded the Government of Brazil's long-term issuer and senior unsecured bond ratings to Ba1 from Ba2, the senior unsecured shelf rating to (P)Ba1 from (P)Ba2; and maintained the positive outlook. S&P Global Ratings raised on Dec. 19, 2023, its long-term global scale ratings on Brazil to 'BB' from 'BB-'. Fitch Ratings affirmed on Dec. 15, 2023, Brazil's Long-Term Foreign-Currency Issuer Default Rating (IDR) at 'BB' with a Stable Outlook. DBRS' credit rating for Brazil was last reported at BB with stable outlook at July 2023. NITEROI: Fitch Affirms LongTerm 'BB' IDRs, Outlook Stable --------------------------------------------------------- Fitch Ratings has affirmed the Municipality of Niteroi's Long-Term Foreign and Local Currency Issuer Default Ratings (IDRs) at 'BB'. The Rating Outlook is Stable. Fitch also affirmed Niteroi's Short-Term IDRs at 'B', National Long-Term rating at 'AAA(bra)' and National Short-Term Rating at 'F1+(bra)'. Fitch assesses Niteroi's Standalone Credit Profile (SCP) at 'a'. The Municipality of Niteroi's IDRs are capped by Brazil's sovereign IDR of 'BB' with a Stable Outlook. Per Fitch's criteria, Brazilian local and regional governments (LRGs) do not qualify for a rating higher than the sovereign because of the regulatory framework. The federal government exerts strong influence over local governments, including setting new spending responsibilities, altering subnational tax policy, and requiring pre-clearance for foreign credit operations. KEY RATING DRIVERS Standalone Credit Profile Fitch assesses the Municipality of Niteroi SCP at 'a'. This reflects the combination of a 'Low Midrange' risk profile, financial profile at the 'aaa' category, and the national and international peer comparison. Risk Profile: 'Low Midrange' Municipality of Niteroi's 'Low Midrange' risk profile resulted from a mix of 'Midrange' and 'Weaker' assessments of six key risk factors, as outlined below. Revenue Robustness: 'Weaker' Fitch evaluates this factor as 'Weaker' due to the municipality's reliance on volatile revenue sources. The municipality relies heavily on oil royalties, a volatile revenue resource. This dependency on commodity-linked revenues is considered a weakness for revenue robustness, as unanticipated shocks to oil prices could significantly impact the municipal budget. The share of oil royalties in operating revenues decreased to 37% in 2024 from 46.3% in 2022 due to decreasing oil prices. Fitch expects Brent oil prices per barrel to average USD63 in 2026, down from 2024 average prices of USD80.5. Fitch projects Brent oil will be at USD65 in 2027 and USD60 in 2028, which results in a lower share of royalties to operating revenues towards the end of the scenario horizon. Niteroi is party to a legal dispute with three municipalities in the Rio de Janeiro metropolitan region over oil royalties. The municipalities' claim for a larger share would primarily affect Niteroi and could lead to about BRL1 billion in annual revenue loss, according to city officials. In September 2025, the Brazilian Federal Court denied the appellants' request to bypass lower courts and bring the case directly to the Court, ruling that such appeals are admissible only after all other instances have been exhausted. Niteroi has prevailed in the initial appeals. In December 2025, shortly after the cities of Rio de Janeiro and Marica — both significant royalty recipients — accepted the redistribution (they would be far less affected), Niteroi proposed establishing a compensation fund to transfer approximately BRL200 million annually to the claimers, while rejecting any agreement related to the redistribution. The Brazilian tax collection framework assigns a significant responsibility to states and municipalities to collect tax. Constitutional transfers serve as a mechanism to compensate poorer entities. Consequently, high dependence on transfers is considered a weak feature for Brazilian LRGs. Excluding royalties, transfers represented 25.3% of operating revenues for Niteroi in 2024. This indicates a moderate dependency on transfers, slightly below own-source tax collection, which represented 27.6% of operating revenues. Revenue Adjustability: 'Midrange' Fitch evaluates Revenue Adjustability as 'Midrange' recognizing Niteroi's Revenue Equalization Fund (FER). The FER was established to strengthen the municipality's fiscal stability while building savings so future generations can benefit from finite oil exploration revenues. Each quarter, upon receipt of the Special Participation, the city allocates 10% of the amount to the fund. The municipal treasury is responsible for the financial management of the FER. Besides the 10% of the special participation over oil royalties, the fund will also keep interest revenue from its investments. The municipality might also perform additional allocations when it deems adequate. Resources are allocated in fixed income through Brazilian sovereign bonds and fixed-income investment funds. The FER was instituted in 2019 through a municipal law and regulated by Decree No. 13.215/2019 and Law No. 3633 of Sept. 15, 2021. Access to the fund is permitted during a period of revenue shortfall related to oil. Niteroi may withdraw up to 50% of the revenue loss, defined as the difference between the revenue estimated by the Brazilian National Oil Agency (ANP) and the actual royalty revenue, as long as the amount is equal to or less than 20% of the available balance in the fund, or up to 70% in cases of pandemics. As of December 2025, Niteroi reported BRL1.5 billion in assets under FER, which corresponds to approximately 23% of operating revenues projected for the end of 2025. Fitch does not consider FER assets under unrestricted cash as the utilization of resources must respect specific conditions and cannot be used to service debt. Nonetheless, it consists of a cushion to revenue losses under distressed periods. Expenditure Sustainability: 'Midrange' Fitch evaluates this factor as 'Midrange' due to adequate operating margins during the last few years. Municipalities are mandated to provide basic healthcare and elementary education. They are also responsible for urban infrastructure and social housing, although these responsibilities typically account for a smaller share of municipal budgets than health and education. Municipal expenditure typically grows with revenue because of earmarked revenues. Municipalities must allocate a portion of revenue to health and education, which makes spending procyclical during upswings. Strong revenue growth therefore results in similar expenditure trends. However, given the large share of personnel expenditure and salary rigidity, downturns with lower revenue do not produce a corresponding drop in expenditure. Niteroi reports strong control over expenditure growth, with robust margins. Operating margins averaged 29.3% from 2020 to 2024 and 27.2% by the end of 2024. Operating expenditure CAGR was 5% in real terms between 2019-2024, above operating revenues CAGR of 3.4%. Expenditure Adjustability: 'Midrange' Expenditure adjustability is assessed at 'Midrange' due to higher budget flexibility when compared to peers. Overall, Brazilian local governments suffer from a rigid cost structure. According to the Brazilian Constitution, the affordability of an expenditure reduction is low. As a result, whenever there is an unpredictable reduction in revenue, operating expenditure does not follow automatically. Fitch views the share of capex as an indication of budget flexibility, considering that Brazilian LRGs tend to rely on investment cuts when faced with fiscal pressures due to opex rigidity. For Niteroi, the three-year moving average of capex to total expenditures has increased to 18.8% in 2022-2024 from 14.9% in 2020-2022. This is a high figure when compared with other Brazilian LRGs rated by Fitch and aligned with other Latam entities with a Midrange assessment. Overall, personal expenditures corresponded to 42% of total expenditures in 2024. This item has very limited flexibility for adjustments given salary rigidity and limited ability to manage human resources and pension payments. Other operating expenditures amounted to close to 38% of total expenditures in 2024 and have some flexibility for adjustments, but still limited by constitutional mandates. Lastly, capex represented 18.6% of total expenditures in 2024. Historically, Brazilian LRGs have often relied on investments cuts when facing a more challenging economic environment. Liabilities and Liquidity Robustness: 'Weaker' Liabilities and Liquidity Robustness is assessed as 'Weaker', reflecting the underdeveloped credit market for Brazilian LRGs. Access to new loans is restricted as Brazilian LRGs are not allowed to access the market through bond issuances. Lenders consist mainly of public commercial and development banks and multilateral organizations. Often, loans are guaranteed by the federal government, especially for foreign currency loans. For that reason, the federal government has strict control over new lending to LRGs. There is a moderate national framework for debt and liquidity management since there are prudential borrowing limits and restrictions on loan types. Under the Fiscal Responsibility Law of 2000, Brazilian LRGs must comply with indebtedness limits. Consolidated net debt for municipalities cannot exceed 1.2x, or 120%, of net current revenue. Niteroi reported a debt ratio of -58.5% as of August 2025, reflecting a sizable cash position and low debt. The law also sets limits for guarantees at 22% of net current revenue. Niteroi had no guarantees as of August 2025. External debt amounted to BRL290 million as of August 2025, which represents 54%% of direct debt. There is moderate off-balance sheet risk stemming from the pension system, which is a burden for most Brazilian LRGs. Another relevant contingent liability is related to the payment of judicial claims, or 'precatorios'. Liabilities and Liquidity Flexibility: 'Midrange' Fitch assesses the entity's available liquidity, excluding sovereign support, to determine 'Weaker' or 'Midrange' assessments for liabilities and liquidity flexibility. Fitch's liquidity rate for Brazilian LRGs is defined as the ratio of short-term financial obligations to net cash, as established by the previous version of the CAPAG system by the Brazilian National Treasury. The CAPAG, or Capacidade de Pagamento, assesses which entities qualify for federal government guarantees. Fitch has set a threshold of 100% for the average of the last three years (2022-2024) and for the last year-end results available (December 2024), which would result in a 'Midrange' assessment for this factor. Niteroi reported a three-year average liquidity ratio of 8.6%. As of December 2024, the metric reached 7%, supporting the 'Midrange' assessment. Financial Profile: 'aaa category' Niteroi's Financial Profile is assessed at 'aaa'. Fitch's rating case forward-looking scenario indicates that the payback ratio (net adjusted debt to operating balance), the primary metric of the financial profile, will average at a negative 0.3x for 2027 to 2029, which is aligned with an 'aaa' assessment. The actual debt service coverage ratio (ADSCR), the secondary metric, is projected at an average of 6.2x for 2027-2029, also aligned with an 'aaa' assessment. The fiscal debt burden is projected at -5.3% for the same period. Fitch's rating case considers the municipality's historical performance and projections for main macro variables, such as GDP growth, inflation and exchange rate. By nature, the rating case is a stressed scenario. Niteroi's negative payback ratio is explained by a high level of unrestricted cash, low current debt, and limited plans for new loans as projected under Fitch's rating case. The municipality is highly reliant on revenues from oil royalties, which are expected to decrease, per Fitch's projections for oil prices. As a result, operating margins are projected to deteriorate to 13.7% by 2029 from 27.2% in 2024. Even with significantly lower margins, Niteroi continues to display an 'aaa' financial profile. Other Rating Factors Niteroi's ratings are capped by the Brazilian sovereign. Short-Term Ratings Niteroi's Short-Term Foreign and Local Currency IDRs are positioned at 'B' following the rating correspondence table. For the national scale, the correspondence table indicated a 'F1+(bra)' Short-Term Rating. National Ratings Niteroi's National Long-Term Rating is 'AAA(bra)' following the national scale correspondence table. Peer Analysis Fitch assesses the Municipality of Niteroi SCP at 'a'. This reflects the combination of a 'Low Midrange' risk profile, financial profile at 'aaa' category, and the national and international peer comparison, which also factors in Niteroi´s dependence towards volatile revenue sources relative to peers. The municipality's 'BB'/Stable IDRs are capped by the sovereign. Niteroi's closest peers are the Municipio de Puebla (AAA(mex)) and Munipio de Queretero (AAA(mex)), which also display a 'Low Midrange' risk profile and 'aaa' financial profile. In Brazil, Niteroi's closest peers is the Municipality of Sao Paulo (BB/Stable;AAA(bra)). Sao Paulo has a 'Low Midrange' risk profile and 'aa' financial profile, leading toa 'bbb+' SCP. Like Niteroi, Sao Paulo's IDRs are capped by the Brazilian sovereign. Issuer Profile Niteroi is a municipality in the Metropolitan Region of Rio de Janeiro, in the State of Rio de Janeiro. Niteroi has an estimated population of 516.7 thousand and holds one of the highest Municipal Human Development Index in Brazil and the highest in the State of Rio de Janeiro. The economy is highly reliant on the oil sector. Key Assumptions Risk Profile: 'Low Midrange' Revenue Robustness: 'Weaker' Revenue Adjustability: 'Midrange' Expenditure Sustainability: 'Midrange' Expenditure Adjustability: 'Midrange' Liabilities and Liquidity Robustness: 'Weaker' Liabilities and Liquidity Flexibility: 'Midrange' Financial Profile: 'aaa' Asymmetric Risk: 'N/A' Support (Budget Loans): 'N/A' Support (Ad Hoc): 'N/A' Rating Cap (LT IDR): 'BB' Rating Cap (LT LC IDR) 'BB' Rating Floor: 'N/A' Quantitative assumptions - Issuer Specific Fitch's rating action is driven by the following assumptions for reference metrics under its 2025-2029 rating case: -- Payback ratio: -0.3x; -- Actual coverage ratio: 6.2x; -- Fiscal debt burden: -5.3%. Fitch's rating case is a through-the-cycle scenario, which incorporates a combination of revenue, cost and financial risk stresses and is based on 2020-2024 figures and 2025-2029 projected ratios. -- Yoy 3.4% increase in operating revenue on average in 2025-2029, which results of a combination of growth assumptions for taxes, transfers, revenues from oil royalties and other operating revenues (linked to inflation); -- Yoy 6.6% increase in tax revenue on average in 2025-2029, reflecting the actual performance up to October 2025 and projected inflation plus spread going forward; -- Oil prices are as per Fitch´s projections for the Brent (USD/bbl) as of December 2025: 2025: 69 2026: 65 2027: 60 2028: 60 2029: 60 -- Yoy 7% increase in operating expenditure on average in 2025-2029, which reflects actual data up to October 2025 and the expectation that opex will grow above inflation in 2026-2029 in Fitch's rating case; -- Net capital balance of - BRL 1,828 million on average in 2025-2029, capex is projected to sustain historical values in real terms and to absorb excess cash generation through the projection horizon; -- Long-term debt considers projected amortizations and assumptions for new loans adding up to BRL 1.1 billion in 2025-2029; -- Cost of debt: 8.8% on average in 2025-2029, which reflects projections for debt service payments and the expectation for the policy rate. For the rating case, Fitch applies a 50 bps shock to apparent cost of debt. Quantitative assumptions - Sovereign Related Figures as per Fitch's sovereign actual for 2024 and forecast for 2025-2027, respectively (no weights and changes since the last review are included as none of these assumptions was material to the rating action): Rating Sensitivities Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade -- A negative action on Brazil´s IDR would lead to a negative action on Niteroi´s rating, as its rating is currently capped by the sovereign; -- The Municipality of Niteroi's ratings would be downgraded if the payback ratio is projected above 9x and its ADSCR is projected below 1.5, which Fitch views as unlikely for both ratios; -- Niteroi's national scale rating could be downgrade if the payback ratio is projected above 5x, while its ADSCR is projected below 1.5x. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade -- A positive action on Brazil's IDR would lead to a positive action on Niteroi's rating, as its rating is currently capped by the sovereign; -- Niteroi's national scale rating is the highest possible on national scale, which is why a positive action is not possible. =============== C O L O M B I A =============== FIDEICOMISO COSTERA: Fitch Affirms BB Rating on $150MM USD Bonds ---------------------------------------------------------------- Fitch Ratings has affirmed the following Fideicomiso P.A. Costera (Costera) ratings: -- USD150.8 million USD bonds at 'BB'; Outlook Stable; -- COP327,000 million UVR bonds at 'BB'/'AAA(col)'; Outlook Stable; -- COP135,000 million UVR loan at 'BB'/'AAA(col)'; Outlook Stable; -- COP250,000 million COP Loan A at 'AAA(col)'; Outlook Stable; -- COP300,000 million COP Loan B at 'AAA(col)'; Outlook Stable. RATING RATIONALE Costera's ratings are based on a concession agreement structure that limits revenue risks due to the existence of traffic top-ups and grant payments. The ratings are further supported by an adequate tariff mechanism that allows annual adjustments of toll rates by inflation. The ratings also incorporate a strong debt structure characterized by several prefunded reserve accounts, distribution tests, a cash sweep mechanism and robust liquidity mechanisms. Under the Fitch rating case, the loan life coverage ratio (LLCR) is 1.6x, which is strong for the rating category according to Fitch's applicable criteria and the project's revenue profile. However, it is constrained by the transaction's exposure to the credit quality of Agencia Nacional de Infraestructura's (ANI) obligations under the concession agreement. ANI is a credit-linked entity to the Government of Colombia (BB/Stable). KEY RATING DRIVERS Revenue Risk - Volume - High Midrange The project's main revenue sources are ANI's contributions and toll revenues in the form of toll collection and traffic top-up payments. Traffic revenues are not subject to demand or price risk, even if traffic volumes are severely below expectations or expected price increases are not implemented. ANI will periodically compensate the concessionaire if toll collections are below the amounts established in the concession contract. Historic traffic data shows low-to-moderate volatility. The road is expected to face limited competition during its operational stage, since the alternatives are longer and have lower average speeds. Toll tariffs and elasticity are moderate. Sources of revenue are subject to infrastructure availability, service levels and quality standards, based on fulfillment of indicators provided in the concession agreement. There are clearly defined, unambiguous, back-to-back penalty deduction mechanisms in the concession agreement with robust cure periods. Deductions are legally capped at 10%. The contract limits fines imposed on the concessionaire and penalty clauses if the agreement is terminated early. Revenue Risk - Price - Midrange Tariffs are adjusted annually for the inflation rate at the beginning of the year. In 2023, the Colombian government froze toll rates as part of its anti-inflation policy. In 2024, rates were adjusted to reflect 2022 inflation and half of 2023's inflation. In 2025, tariffs caught up on all pending inflation adjustments. Toll rates are higher than competing roads, and if the net present value of toll collections received by the 8th, 13th, 18th and last year of the concession is below guaranteed values, ANI is obligated to cover any shortfalls after any applicable deductions. Infrastructure Dev. & Renewal - Midrange The project depends on the concessionaire directly implementing a moderately developed capital and maintenance plan. Project cash flows will primarily fund the program. The operations and maintenance (O&M) plan, along with the organizational structure and budget, appear reasonable and in line with similar projects in Colombia. In addition, the concessionaire will have a liquid support instrument equivalent to the maximum amount of O&M expenses forecast for six months. This instrument must be issued by a financial entity with a minimum credit rating of 'BBB-' or 'AA+(col)'. The structure also includes a dynamic 12-month, forward-looking O&M reserve to account for routine and periodic maintenance expenditures. Debt Structure - 1 - Stronger The debt is fully amortizing and senior secured, comprising USD-, UVR- and COP-denominated financing. USD-denominated debt is matched with USD-linked currency revenues settled in COP (34% of future budget allocations [vigencias futuras] are USD-linked), was issued at a fixed rate. The transaction includes a short-term hedging mechanism provided by eligible counterparties to cover foreign exchange (FX) risk exposure fully. UVR- and COP-denominated debt are indexed to inflation and are not exposed to basis risk. Structural features include multiple reserve accounts and a cash sweep mechanism. Robust liquidity mechanisms are in place to mitigate liquidity/budgetary risk, construction delays, and reduced cash flow generation due to low traffic performance. The transaction has a fully committed, revolving subordinated SMF, equal to 15% of outstanding senior debt, in which eligible lenders have committed to disburse funds to the project company when necessary. Additional liquidity includes 12-month P&I, prefunded onshore and offshore DSRAs. Financial Profile Fitch's rating case minimum LLCR is 1.6x. Although it is slightly lower than last review's LLCR of 1.7x, this metric continues to be strong for the rating category, according to Fitch's applicable criteria, and when compared with other similarly rated transactions, especially in light of the project's low exposure to volume risk. Costera can withstand temporary liquidity stress periods as it benefits from 12-month DSRAs and the SMF. The lower LLCR results from the inclusion of the quarterly compensations from ANI in the projections, which reduces the expected top-up payments. This is balanced by a more stable debt service coverage ratio profile (2026-2033 average: 1.3x vs. 1.2x expected in the last review). PEER GROUP Costera is comparable to Fideicomiso P.A. Pacifico Tres (Pacifico Tres), rated 'BB'/Stable. Pacifico Tres is Costera's closest peer, as both concessions are part of the 4G toll road program and share volume, price, infrastructure and development/renewal, and debt structure risk attributes. Pacifico Tres has a slightly lower minimum LLCR at 1.5x, compared to Costera at 1.6x. The international ratings of both projects are constrained by the credit quality of ANI's obligations. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade -- Deterioration in the financial and/or operational performance of the project, leading to a minimum projected loan life coverage ratio (LLCR) below 1.2x under Fitch rating case assumptions; -- Deterioration in the credit quality of ANI's contributions to the project. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade -- Improvement in the credit quality of ANI's grantor obligations. SECURITY The project financing includes the usual and customary security package. This consists of a pledge of the project company's shares and a first priority security interest in all of the Concessionaire's assets. It also includes a pledge of all onshore and offshore accounts, as well as the EPC contract security package. Additionally, all proceeds from credit enhancements, insurance and reinsurance, along with a pledge of the right to receive the termination payment under the concession, if applicable. PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS Costera rating is constrained by the transaction's exposure to the credit quality of ANI's obligations under the concession agreement. ANI is a credit-linked entity to the Government of Colombia (Local Currency IDR BB/Stable). Climate Vulnerability Signals The results of Fitch's Climate.VS screener did not indicate an elevated risk for Fideicomiso P.A. Costera RATING ACTIONS Entity/Debt Rating Prior ----------- ------ ----- Fideicomiso P.A. Costera Fideicomiso P.A. Costera/ Project Revenues - First Lien/1 LT LT USD 150.8 mln 6.75% Series A note 30-Jun-2034 31574FAA5 LT BB Affirmed BB UVR 327 bln 6.25% (Colombia) bond/note 15-Jan-2034 31574FAB3 LT BB Affirmed BB COP 135 bln Floating term loan 30-Jun-2034 LT BB Affirmed BB Fideicomiso P.A. Costera/ Project Revenues - First Lien/1 Natl LT Natl LT COP Loan A 250 bln Floating IPC (Colombia) 7.5% term loan 30-Jun-2028 Natl LT AAA(col) Affirmed AAA(col) COP Loan B 300 bln Floating IPC (Colombia) 9% term loan 30-Jun-2034 Natl LT AAA(col) Affirmed AAA(col) UVR 327 bln 6.25% (Colombia) bond/note 15-Jan-2034 31574FAB3 Natl LT AAA(col) Affirmed AAA(col) COP 135 bln Floating term loan 30-Jun-2034 Natl LT AAA(col) Affirmed AAA(col) ============= J A M A I C A ============= CARIBBEAN CREAM: Incurs $145MM Net Loss, Sharp Drop in Revenue -------------------------------------------------------------- RKR News reports that Caribbean Cream Limited has reported a net loss of nearly $145 million and a sharp drop in revenue for the nine months ended November 30, 2025, as operations were disrupted by Hurricane Melissa and ongoing equipment maintenance. In unaudited results released to shareholders, the company says revenue for the nine-month period fell to $578.9 million, down from $686.3 million in the corresponding period last year, according to RKR News. The ice-cream manufacturer says the third quarter was particularly challenging, as it shut down operations for a full week before and after the passage of Hurricane Melissa to ensure the safety of its employees, the report relays. Sales were further affected by severe damage to its Montego Bay depot, which remained closed throughout November, the report discloses. Caribbean Cream says sales have since been recovering, with the Montego Bay depot reopening to the public on December 5 and activity gradually returning to pre-hurricane levels, the report says. Management says steps are now being taken to restore the company to profitability, the report adds. =========== M E X I C O =========== PETCO HEALTH: Moody's Rates New $850MM First Lien Term Loan 'B3' ---------------------------------------------------------------- Moody's Ratings assigned a B3 rating to Petco Health and Wellness Company, Inc.'s ("Petco") proposed $850 million senior secured first lien term loan B. All other ratings are unchanged including the company's B3 Corporate Family Rating, B3-PD probability of default rating and B3 senior secured first lien term loan rating. Petco's speculative grade liquidity score (SGL) remains at SGL-1. The outlook is stable. Proceeds from the transaction will be used to repay a portion of Petco's existing senior secured first lien bank credit facility due 2028. Moody's expects additional secured debt (to be raised in the near term), along with the proposed $850 million term loan and balance sheet cash to fully repay the senior secured first lien bank credit facility due 2028. RATINGS RATIONALE Petco's B3 CFR reflects its weakened credit metrics caused by an abatement of the pandemic related pet adoption boom and a further slowing of demand. Consumers have been cutting back on discretionary pet supplies purchases and shifting to value assortments for the more essential consumables in response to a strained wallet. These trends were exacerbated by Petco's operational missteps on product assortment, customer experience and promotions. The CFR also reflects governance considerations, particularly Petco's majority private equity ownership which can result in financial strategies that favor shareholders over creditors. Its profile is supported by Petco's large scale and its position as the third largest pet focused retailer in the United States in a relatively fragmented industry. Moody's projects performance improvement over the next 12-18 months as management executes on its turnaround plans with debt/EBITDA to moderate to below 4.0x and EBITA/Interest in excess of 1.0x. Moody's also expects the company to have very good liquidity through positive free cash flow, ample cash balances and full availability on its ABL. The stable outlook reflects Moody's expectations of improving credit metrics, ample positive free cash flow and very good liquidity over the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Petco's ratings could be upgraded if the company's operating performance improves, while maintaining very good liquidity supported by positive free cash flow, and continued commitment to conservative financial policies. Quantitatively, ratings could be upgraded if the company maintains lease-adjusted debt/EBITDA below 5.75x and EBITA/interest expense over 1.5x. Petco's ratings could be downgraded if operating trends and credit metrics do not recover as expected, financial policies become more aggressive, or if liquidity erodes. Specifically, ratings could be downgraded if operating margins deteriorate, free cash flow becomes negative or if EBITA/interest expense is sustained below 1.0x. Petco Health and Wellness Company, Inc. is a national specialty retailer of premium and value pet consumables, supplies and companion animals and services with over 1,500 retail locations across the US, Mexico and Puerto Rico. Revenue was about $6.0 billion for the LTM period ending November 01, 2025. The company remains majority owned by CVC Capital Partners and Canada Pension Plan Investment Board following its January 2021 IPO. The principal methodology used in this rating was Retail and Apparel published in September 2025. ================= V E N E Z U E L A ================= CITGO PETROLEUM: EU Greenlights Hedge Fund's $5.89B Bid For Control ------------------------------------------------------------------- Yun Park at law360.com reports that the European Commission has announced its approval of a $5.9 billion bid by hedge fund Elliott Investment Management LP to purchase shares in Citgo's parent company and settle billions of dollars of debt owed by Venezuela and its state-owned oil company. About Citgo Petroleum Citgo Petroleum Corporation is a United States-based refiner, transporter and marketer of transportation fuels, lubricants, petrochemicals and other industrial products. Based in Houston, Texas, Citgo is majority-owned by PDVSA, a state-owned company of the Venezuelan government (although due to U.S. sanctions, in 2019, they no longer economically benefit from Citgo.) As reported in the Troubled Company Reporter-Latin America in September 2025, Fitch Ratings affirmed the Long-Term Issuer Default Rating (IDR) of CITGO Petroleum Corp. (CITGO, or Opco) at 'B' with a Stable Outlook and CITGO Holding, Inc. (Holdco) at 'CCC+'. Fitch also affirmed Opco's existing senior secured notes and industrial revenue bonds at 'BB' with a Recovery Rating of 'RR1'. ********* 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 2026. 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. . * * * End of Transmission * * *