“Credimas Serie 32” Financial Trust for AR$ 178 million
Deal counsel in the issuance and placement in Argentina of trust securities for AR$ 178,000,000 issued under the “Credimas Serie 31” Financial Trust, in which Banco Supervielle S.A. acted as arranger and lead placement agent, Macro Securities S.A.as joint placement agent, TMF Trust Company (Argentina) S.A. acted as financial trustee and Credimas S.A. acted as trustor and servicing and custody agent. (2018)
Up to US$ 395 million loan granted to Albanesi Energía S.A. and Generación Centro S.A.
Legal counsel to Credit Suisse AG London Branch, as administrative agent, Credit Suisse AG Cayman Islands Branch, UBS AG Stamford Branch, BACS Banco de Crédito y Securitización S.A., Banco Hipotecario S.A. and Banco de Inversión y Comercio Exterior S.A. as lenders in an up to US$ 395,000,000 loan granted to Albanesi Energía S.A. and Generación Centro S.A. (2018)
Banco de la Provincia de Buenos Aires’ Series VIII, Series IX y Series X Notes Issuance for AR$ 6,000,000,000
Legal counsel to Banco de la Provincia de Buenos Aires (the “Bank”) in the Bank’s Series VIII, Series IX y Series X Notes issuance for an approximate amount of AR$ 6,000,000,000. The Bank acted as issuer, arranger and lead placement agent of the transaction, while Banco de Galicia y Buenos Aires S.A., BBVA Banco Francés S.A., Banco Macro S.A., and Macro Securities S.A. acted as placement agents.
“BeST Consumer Finance Serie XLVII” Financial Trust for AR$ 350,000,000
Deal counsel in the issuance and placement in Argentina of trust securities for AR $ 350,000,000 issued under the “BeST Consumer Finance Serie XLVII” Financial Trust, in which Banco de Servicios y Transacciones S.A acted as arranger, trustor, servicer and custodian, and TMF Trust Company (Argentina) S.A acted as trustee.
AR$ 370 million syndicated loan granted to Energía San Juan S.A.
Legal counsel to Banco de Servicios y Transacciones S.A., Banco de San Juan S.A., Banco Itaú Argentina S.A., BBVA Banco Frances S.A. Banco de la Ciudad de Buenos Aires S.A. and Banco Comafi S.A., as lenders, and Banco de Serivicios y Transacciones S.A. as administrative agent and co-arranger and BBVA Banco Francés S.A. as co-arranger, in a syndicated loan granted to Energía San Juan S.A. for an aggregate of AR$ 370,000,000. (2018)
Crédito Directo S.A.´s AR$ 300,000,000 Class III & IV Notes Issuance
Deal counsel in the issuance of Crédito Directo S.A.´s AR$ 300,000,000 Class III & IV Notes under its $ 800,000,000 Global Notes Programme.
Banco de Servicios y Transacciones S.A. acted as arranger and placement agent. Industrial Valores S.A., Puente Hnos S.A. and Balanz Capital Valores S.A.U. acted as placement agents.
“BeST Consumer Finance Serie XLVI” Financial Trust for AR$ 380,000,000
Deal counsel in the issuance and placement in Argentina of trust securities for AR $ 380,000,000 issued under the “BeST Consumer Finance Serie XLVI” Financial Trust, in which Banco de Servicios y Transacciones S.A acted as arranger, trustor, servicer and custodian, and TMF Trust Company (Argentina) S.A acted as trustee.
Cooperativa de Crédito, Consumo y Servicios Sociales La Plata Ltda.’s AR$ 75,000,000 Class I SME notes
Deal counsel in the issuance of Cooperativa de Crédito, Consumo y Servicios Sociales La Plata Ltda.´s AR$ 75,000,000 Class I SME Notes under its $ 100,000,000 Notes Programme.
Banco de Servicios y Transacciones S.A. acted as arranger and placement agent.
PPP News – Stage I Safe Roads Network and LED Luminaires
- Highways – Final Documents and Contracting Schedule Publication
On January 29, 2018, Resolution No. 147/2018 issued by the National Highway Administration (hereinafter, “DNV”, for its Spanish Acronym), was published in the official gazette, which: (i) initiated the national and international procedure applicable to “Highways and Safe Roads Network – Stage 1” (the “Project”), (ii) approved the final documents for the Project, and (iii) sets forth April 3, 2018, as deadline for bid submission.
As previously indicated in the newsletter “Public-Private Partnership Agreements. Preliminary Bidding Terms of the National and International Tender: Highways and Safe Roads Network- Stage 1”, dated as of December 21, 2017, the Project is the first procedure under the PPP regime, an innovative modality in Argentina, creating a high expectative and interest in its development.
In addition, final documents are also available in the Undersecretariat of Public-Private Partnership’s (the “UPPP”) website.
- LED Luminaries Program
Additionally, on January 22, 2018, a preliminary document in connection to the Public Lighting Energy Efficiency Program (hereinafter, the “Program”) was published on the web site of the UPPP. This Program is the second project under the PPP regime, and its main aspects are described below:
- Object of the Program
The Program seeks to develop the energy efficiency and illumination quality of the public lighting, by means of the replacement of existing luminaries, for brand new LED technology luminaries. Therefore, the energy saved by using this new technology will have a positive impact in the maintenance costs of the public lighting network, whereas these will be ultimately reduced. This saving allows to afford the new LED luminaries installation and maintenance, as the cash flow related to such energy saving will be destined -either partially or totally- to the Program.
- Scope of the services
The services to be provided by those awardees comprises:
- Design of the LED luminaries, in accordance to high-quality standards.
- Provision of the LED luminaries.
- Installation and commissioning of such luminaries.
- Waste disposal.
- Training of municipal employees.
- Public lighting service provision during the whole term of the PPP Contract.
- Contractual scheme
- The Ministry of Energy and Mining is set forth as the entity in charge of the Program.
- The Ministry of Energy will also act as contracting party thereof, by means of the Secretariat of Strategic Planning. Different agreements will be entered by and between the respective Governmental spheres involved in the execution of the Program.
- The PPP Contractors will be those selected bidders.
- Program Stages and PPP Contractor’s works and services
Upon selection as winner in this Program, the PPP Contractors will enter into a PPP Contract, for a total term of ten (10) years from its execution thereof. This PPP Contract will comprise two different stages: (i) Main Works construction and, (ii) Main Services provision.
During the Main Works stage, the PPP Contractor will undertake all necessary works for the construction and commercial operation of the LED Luminaries. During the Main Works construction stage, the PPP Contractor shall conduct all the necessary works and tasks to put the luminaries into operation. The term for this stage is for a term of one (1) year, following the PPP Agreement execution.
After the Main Works stage is completed, the Main Services provision stage will take place, for a term of nine (9) years. During the Main Services provision stage, the PPP Contractor is bound to comply with the following services: (i) LED luminaries’ maintenance; (ii) municipalities and citizens queries and claims, and (iii) elaboration of daily reports.
In addition of these Main Works and Main Services, the Program also foresees the execution of: (i) Mandatory Additional Works –in light of public interest reasons-, and (ii) Voluntary Additional Works -proposed by the PPP Contractor-. Terms and conditions in regards to the payment of these additional works and services will be subject of regulation in the final bid documents.
- PPP Contractor’s income
The PPP Contractor’s income comprises the Public Contribution (Spanish: Contraprestación Pública), which includes: (i) Availabilty contribution (Spanish: Contraprestación por Disponibilidad), linked to the Main Services during the Main Services Stage (OPEX); and (ii) Investment Contribution (Spanish: Contraprestación por Inversión), linked to the Main Works during the Main Works Stage (CAPEX).
In regards to the Availability Contribution, Payment Availabilty Titles (“TPD”, for its Spanish acronym), will be issued in favor of the PPP Contractor, on a monthly-basis, whereas with respect to the Investment Contribution, Payment Investment Titles (“TPI”, for its Spanish acronym), will be issued in favor of the PPP Contractor. This TPI will represent the actual works executed during the respective investment period.
- Risk mitigation
The PPP sets forth a risk-mitigation matrix, where the different risks that comprise the Program are assigned to each contracting party. As the PPP will be executed in EDENOR’s and EDESUR’s concession areas, these companies will act as collectors of the municipal taxes that will be affected to the Program, as a way to reduce the PPP Contractors’ payment risk. Therefore, the Program foresee that such distribution companies will collect the municipal taxes in favor of the Program, and these amounts will be then allocated to the Program.
Additionally, for those cases where the exceeding cash flow results insufficient for the payment of the respective amount, the trustee will require the Province to allocate amounts resulting from the federal co-participation quota.
- Expected investment
The Program contemplates the installation of around a hundred thousand (100,000) luminaries per year, with an expected initial investment of approximately US Dollars fifty millions (US$ 50,000,000) and annual operative costs (operation and maintenance) of approximately US Dollars two millions (US$ 2,000,000).
- PPP Trust
As in the Highways Project, Stage 1, a separate PPP Trust will be created in order to administrate the necessary flows to perform the corresponding payments by the emission of the TPIs and TPDs. The trust will be funded with: (i) local municipal taxes, and (ii) contingent public contribution. The PPP Trust parties are not detailed, but it may be assumed that the National Estate – through the Ministry of Energy and Mining – will act as trustor; a financial entity as trustee; and every PPP Contractor as beneficiary.
- Other relevant matters
- A risk matrix where the risk distribution between the contracting parties is available, in accordance to Section 9, subsection b) and c) of Law No. 27,328.
- With regards to dispute resolution mechanism, a first technical instance is prescribed, following which arbitration will take place.
- Object of the Program
From TRS&M, we are following this process with much attention and we are available to expand any point developed above.
Cartasur Cards issued Class II Notes for AR$ 100,000,000
Deal Counsel in Cartasur Cards S.A.’s issuance of Class II Notes for AR$ 100,000,000, in which Banco de Servicios y Transacciones S.A. acted as arranger and placement agent, and Balanz Capital Valores S.A. Puente Hnos S.A. and AD Cap Securities Argentina S.A. acted as placement agents.