Albanesi Group´s US$ 14,543,784.67 Notes Offering
Counsel to Generación Mediterránea S.A. and Central Térmica Roca S.A. in the co-issuance of 9.50% Class XXVIII Notes for US$5,547,802 due March 8, 2026, variable interest rate Class XXIX Notes for AR$1,696,417,478 due March 8, 2025, 0.00% Class XXX Notes for 6,037,123 UVAs (Unidades de Valor Adquisitivo) due March 8, 2027, and 5.00% Class XXIV additional Notes for US$1,911,133 due July 20, 2025, issued under the Notes Program for an amount up to US$1,000,000,000.
SBS Trading S.A., Banco de Servicios y Transacciones S.A., Invertironline S.A.U., Balanz Capital Valores S.A.U., Nación Bursátil S.A., Bull Market Brokers S.A., Banco de la Provincia de Buenos Aires, Macro Securities S.A.U., Facimex Valores S.A., Puente Hnos S.A., Banco Hipotecario S.A., BACS Banco de Crédito y Securitización S.A., Banco Supervielle S.A., Invertir en Bolsa S.A., GMA Capital S.A., Banco Santander Argentina S.A., Don Capital S.A., Banco CMF S.A., Allaria S.A. and Neix S.A. acted as placement agents of Class XXVIII Notes, Class XXIX Notes, Class XXX Notes and Class XXIV additional Notes. SBS Capital S.A. and Banco de Servicios y Transacciones S.A. acted as arrangers of the issuance, and Banco de Servicios y Transacciones S.A. also acted as settlement agent of the issuance.
Municipality of Cordoba’s Series L Treasury Notes Issuance for AR$ 30,000,000,000
Legal counsel to the Municipality of Cordoba, as issuer, Banco de la Provincia de Córdoba S.A., as arranger and placement, and to Banco de Servicios y Transacciones S.A., Puente Hnos. S.A., Banco Santander Argentina S.A., Banco Hipotecario S.A., Banco Comafi S.A., Banco de Galicia y Buenos Aires S.A.U. and Macro Securities S.A. as placement agents, in the issuance of Municipality of Cordoba’s Series L Treasury Notes (the “Treasury Notes Series L”), under the Municipality of Cordoba’s Treasury Notes Issuance Program. The payments due under the Treasury Notes Series L are secured by certain rights of the Municipality to collect certain contribution charges over the commercial, industrial and services activity. The Treasury Notes Series L were issued on March 21, 2024, for AR$ 30,000,000,000 at an annual floating interest rate equivalent to Badlar plus 6.99%, due on March 16, 2025.
MSU Eenergy S.A.´s ARS$7,831,109,206 Series VIII Notes and US$ 13,987,965 Series X Notes Offering
Counsel to MSU Energy S.A. in the issuance of its 3% Series VIII Notes for ARS$7,831,109,206 denominated, integrated and payable in Pesos, maturing 10 months from the issuance date and its 8.25% Series X Notes for US$ 13,987,965 denominated, integrated and payables in U.S. Dollars, maturing 24 months from the issuance date, under its US$ 900,000,000 Global Notes Program.
Legal Counsel to Banco CMF S.A. in the Issuance of Series 15 Notes for AR$ 10,024,000,000
Legal counsel to Banco CMF S.A. as issuer, placement agent and settlement agent in the issuance of its Series 15 floating rate Notes for AR$ 10,024,000,000 due September 4, 2024. The Series 15 Notes were issued on March 4, 2024 under the Global Notes Program for an amount of up to US$25,000,000.
Legal Advice in Petrolera Aconcagua Energía S.A.’s Class VI and Class VII Notes Issuance
Counsel in the issuance of Petrolera Aconcagua Energía S.A.’s 7,5% Class VIII Notes, 8,5% Class X Notes and 9.5% Class XI Notes for US$ 26,918,473 issued on February 29, 2024, and due February 28, 2027, February 28, 2027, and February 29, 2028, respectively, under its US$ 150,000,000 Global Notes Program.
Banco de Servicios y Transacciones S.A. acted as arranger and placement agent, and Banco Mariva S.A., Banco Supervielle S.A., Banco Santander Argentina S.A., Banco de Galicia y Buenos Aires S.A.U., TPCG Valores S.A.U., SBS Trading S.A., Consultatio Investments S.A., Allaria S.A., Max Capital S.A., Adcap Securities Argentina S.A., Facimex Valores S.A., Invertir Online S.A.U and Industrial Valores S.A. acted as placement agents.
Albanesi Energía S.A.’s Issuance of Series XII Notes for US$ 5,563,088, Series XIII Notes for US$ 11,627,494 and Series XIV Notes for $ 4,601,456,149
Counsel to Banco de Servicios y Transacciones S.A. and SBS Capital S.A. as arrangers of the offer, and to SBS Trading S.A., Banco de Servicios y Transacciones S.A., Balanz Capital Valores S.A.U., Facimex Valores S.A., Banco Hipotecario S.A., Nación Búrsatil S.A., Banco de la Provincia de Buenos Aires, Bull Market Brokers S.A., Banco Supervielle S.A., Invertironline S.A.U., BACS Banco de Crédito y Securitización S.A., Becerra Bursátil S.A., Allaria S.A., Invertir En Bolsa S.A., Don Capital S.A., GMA Capital S.A., Macro Securities S.A.U., Latin Securities S.A., Banco Santander Argentina S.A., Puente Hnos S.A. and Banco CMF S.A., as placement agents in the issuance of Albanesi Energía S.A.’s 6.50% Series XII Notes for US$ 5,563,088, due February 14, 2026; 9.00% Series XIII Notes for US$ 11,627,494, due August 14, 2026; and variable rate Series XIV Notes for AR$ 4,601,456,149 due February 14, 2025, issued under the Global Notes Program for an amount of up to US$ 250,000,000.
Leonel Zanotto joins our Firm as Partner of the Tax Department
We are pleased to announce the hiring of Leonel Zanotto, as Partner of our Firm.
Leonel joins as a Partner to continue developing the Firm's Tax practice together with Gaston Miani, specifically with a tax consulting advisory focus.
Leonel is an expert in tax issues both nationally and internationally, having spent most of his career in a market-leading international consulting firm based in Buenos Aires, leading the tax team. He is a Public Accountant and has a degree in Business Administration, graduated with honors from the Universidad Argentina de la Empresa (UADE), and a postgraduate degree in taxation from the University of Buenos Aires (UBA). He is a member of the Argentine Association of Fiscal Studies and the International Fiscal Association.
Throughout his career he has advised companies in various areas such as fintech, retail, services, among others. He has also participated in M&A transactions, analyzing the tax issues in due diligence processes, identifying risks and possible opportunities for improvement, as well as evaluating the implementation of tax-free reorganizations. In addition, he has actively participated in tax audits processes at both the national and provincial levels, leading work teams for adequate compliance with tax requirements, identifying potential controversies to arise in court.
He is a professor of subjects related to the tax area at UADE, both in undergraduate and post-graduate degrees. He also collaborates as an active member in the tax commissions of various business chambers. He has been an invited speaker at numerous conferences and in different courses at universities in different regions of the country.
“I am proud to be able to join the TRS&M team, contributing with my expertise to the growth of the Firm. The current tax context in Argentina and in the world leads us to be very attentive to changes as well as identify opportunities for improvement that optimize the tax burden by making a reasoned evaluation of the impact on the business. That is the challenge and the reason why we will be close to our clients,” Leonel said.
“With the addition of Leonel, TRS&M prioritizes a comprehensive approach to the tax perspective and focused on the business, not only seen from the legal perspective but also from the economic one, supplementing the view of the tax managers of the companies that choose us,” said Marcelo Tavarone, managing partner of the Firm.
“The appointment of Leonel as a partner is great news for the TRS&M Tax Department, thus becoming one of the few multidisciplinary tax departments in the legal market in Argentina,” said Gastón Miani, partner of the TRS&M Tax Department.
Tavarone, Rovelli, Salim & Miani stands out as one of the prominent full-service law firms in the Argentine legal market, with a substantial track record for providing comprehensive advice to corporate and financial clients, as well as active participation in complex transactions and litigation. With this hiring, the Firm strengthens its presence in tax practice.
Media Contact: Paula Cafferata – paula.cafferata@trsym.com
Updates to electricity spot prices
On February 8, 2024, the Secretary of Energy issued Resolution SE No. 9/2024 ("Resolution 9"), which amends Resolution No. 869/2023 ("Resolution 869").
Resolution 869 had approved the last adjustment of spot market remuneration established in Resolution SE No. 826/2022 and prior regulations.
Resolution 9 is issued within the framework of the Emergency Decree No. 55/2023, which declared the emergency of the National Energy Sector with respect to the segments under federal jurisdiction of generation, transportation and distribution of electricity, and transportation and distribution of natural gas, effective until December 31, 2024 (see our analysis of this regulation, here).
Resolution 9 is of an exceptional and temporary nature, whereby it will be applicable until the Secretary of Energy approves, no later than July 1, 2024, new regulations, with the end-goal of achieving an efficient, autonomous, competitive and sustainable energy market, in turn allowing free contracting among supply and demand, and the integration of the different generation technologies.
For additional information, please contact Nicolás Eliaschev, Javier Constanzó, Daiana Perrone, Rocío Valdez and/or Victoria Barrueco.
Changes in the Electrical Power Transmission Grid Expansions Regulation
On January 31, 2024, the National Electricity Regulatory Entity (in Spanish “Ente Nacional Regulador de la Electricidad”, hereinafter “ENRE”) published Resolution 65/2024 (“Resolution 65”), introducing changes to the regulation applicable to electrical power transmission and distribution grid expansions and connection requests, with the end-goal of simplifying each of the below processes.
To that end, Resolution 65:
- Eases the process for approving minor scale electrical power transmission or distribution grid expansion works.
- Approves a new methodology to assess requests aimed at constructing or expanding electrical power transmission or distribution grid expansions, other than those set forth in (a) above.
- Approves a new methodology to assess connection applications to the existing electrical power grid; and
- Creates two registries for expansion and connection requests to the electrical power grid.
For additional information, please contact Nicolás Eliaschev, Javier Constanzó, Daiana Perrone and/or Victoria Barrueco.
Bill: “Foundations and Starting Points for the Freedom of the Argentineans”: Amendments to the Civil and Commercial Code (obligations and contracts)
The “Foundations and Starting Points for the Freedom of the Argentineans” Bill (the “Bill”), which was referred in our previous publications (see link), includes several amendments to the Federal Civil and Commercial Code approved by Act N° 26,994 (the “CC&C”) with respect to obligations and contracts statutory rules (as well as to certain rules applicable to certain contracts in particular), to which we make reference below:
▪️ Exceptions to the automatic default provisions. Contrary to the current Section 887 CC&C, obligations without any specific term of performance contained in contracts requires a notice from the performing party to declare the default of the defaulting party whether the default is implied under the nature and circumstances of the obligation or not. In addition, the Bill revokes the presumption contained in the last paragraph of the Section 875 CC&C which stipulates that, in cases of doubt whether if an obligation has an implied or undefined term, it deemed to be subject to an implied term.
▪️ Preliminary contracts. The Bill revokes the one-year maximum term of the second paragraph of Section 994 CC&C which is applicable to all the preliminary contracts, including agreements to negotiate contracts and option contracts.
▪️ Long-term contracts. The Bill includes the amendment of Section 1,011 CC&C and, therefore, revokes the obligation to renegotiate long-term contracts when a party seeks for a unilateral termination.
▪️ Hardship (imprevisión). The Bill set forth that a party who is claimed for adequacy in the light of unforeseen events may be entitled to request the termination of the contract and that neither the termination nor the contractual adequation may proceed if the affected party is in default or incurred in gross negligence.
▪️ Contracts.
(i) Sale and Purchase Agreement. Preferential rights. The Bill amends Section 1,165 CC&C, which set forth that preferential rights in sale and purchase agreements are not assignable, establishing that the parties are entitled to agree for the non-assignability; which means, contrario sensu, that preferential rights are assignable.
(ii) Supply. The Bill stipulates that the provisions of the CC&C are applicable to supply agreements except otherwise is agreed by the parties and, in addition, it set forth a 20-years maximum statutory term (renewable or subject to the option of total or partial renewal) when the supply consist on natural produce of the soil, with or without a manufacturing process applied to them.
(iii) Agency. The Bill revokes the mandatory nature of the minimum notice term prior to termination without cause set forth in Section 1,492 CC&C and clarifies that this prior notice term shall be of one month for each year of the term of the contract only if the parties have not agreed any other term.
(iv) Concession. The Bill stipulates that the provisions of the CC&C are applicable to concession agreements except otherwise agreed by the parties and revokes the mandatory nature of the four-years minimum statutory term, which shall be applicable only if the parties have not agreed any term.
(v) Franchise. The Bill revokes the legal requirement for the franchised system to be a “proven system” of Section 1,512 CC&C. Furthermore, the prohibition for the franchisor to have any interest on or direct control over the franchisee’s business is released and survives the legal requirement for the franchisor to be the exclusive owner of (or at least being entitled to use and transfer to the franchisee) the intangible assets mentioned therein. The 4-years minimum statutory term applicable by reference to the franchise agreement is revoked, except the parties have not agreed any term. Last, the Bill revokes Section 1,519 CC&C which set forth a list of covenants that are null and void by law.
(vi) Loans. The Bill revokes the cross reference to Section 874 CC&C, which have impact in case the parties have not expressly agreed on the place of payment of the loan, and furthermore revokes the subsection c) of Section 1,531 which stipulates the provisions of the loans are applicable even if the contract stipulates a specific destination of the funds.
(vii) Lease/Bailment. The Bill revokes subsection 1,539:c CC&C but Section 1,539 has only two subsections. A clarification is expected from the Houses of the Congress or lege ferenda.
(viii) Settlement. It is proposed to amend Section 1,614 CC&C referred to the settlement agreement to waive the requirement of “mutual concessions” (the Bill only require mutual extinction of rights and liabilities), without requiring such rights or liabilities to be under discussion or controversy. It is further stated that the settlement agreement must be in writing “with the same formalities used in the contract”, which may imply that the settlement agreement must subject to the same formalities required to the main contract from which the settled rights and obligations arise.
(ix) Arbitration. The legal requirement of the disputes to be “of a private nature in which public order is not affected” contained in Section 1,649 CC&C and applicable to arbitration is released.
Should the abovementioned amendments under the Bill be enrolled by the Federal Congress, they will be complementary to the amendments already in force under the Emergency Decree No. 70/2023, e.g., regarding the foreign currency obligations, electronic domicile, lease agreements, credit card agreements or health insurance.
For additional information, please contact corporate@trsym.com.