Modifications to the Environmental Management System (EMS) regulations for agents of the Wholesale Electricity Market
On November 7, 2022, Resolution 558/2022 of the Ente Nacional Regulador de la Electricidad (hereinafter, "Resolution 558" and "ENRE", respectively) was published. The aim of this Resolution is to create new obligations related to environmental management for generating agents, self-generators, co-generators, transporters of electricity in high voltage, by trunk distribution, international interconnection, and distributors of electricity under federal jurisdiction of the Wholesale Electricity Market ("MEM"), all of them, hereinafter, the "Agents".
Resolution 558 also repealed numerous resolutions that established obligations related to environmental management and the submission of information.
i. The new obligations established by Resolution 558
Under Resolution 558, Agents must prepare, implement, and certify an Environmental Management System ("EMS") for the facilities under their responsibility. Likewise, the Agents' Environmental Plans must comply with the guidelines and requirements established in the resolution.
Failure to comply with the obligations set forth in Resolution 558 shall subject the Agents to the sanctions and penalties set forth in the respective Concession Agreements or in Article 77 of Law No. 24,065 (such as fines, disqualification, suspension, etc.), as applicable.
ii. Incorporation of alternative mechanisms for compliance with certain obligations derived from Resolution 558
Resolution 558 also establishes two alternative procedures, depending on the type of Agent involved, for compliance with certain obligations
Firstly, Resolution 558 provides an alternative procedure for the following agents (i) responsible for photovoltaic solar parks or solar thermoelectric power plants, whose facilities have an Environmental Complexity Level (hereinafter, "ECL") lower than 14.5 points; (ii) Agents responsible for wind farms, whose facilities have an ECL lower than 14.5 points; (iii) Agents responsible for thermal power plants with an installed capacity of less than or equal to 2 MW, consisting of a unit or combination of generation units equipped with internal combustion engines or gas turbines, which consume any type of fuel and whose facilities have an ECL of less than 14.5 points; (iv) Agents responsible for thermal power plants larger than 2 MW and less than or equal to 50 MW of installed power.
Secondly, Resolution 558 creates an alternative procedure for Agents responsible for hydroelectric exploitation of public watercourses when the normal power to be granted exceeds 500 kV.
iii. Additional remarks
As an additional aspect, Resolution 558 delegates to the head of the Public and Environmental Safety Area ("ASPA") of the ENRE the necessary powers for the effective implementation of this resolution.
For further information, please contact either Nicolás Eliaschev, María Eugenia Muñoz, Pablo Arrascaeta y/o Luciana Tapia Rattaro.
“AMFAyS – Serie 40” Financial Trust for AR$290,554,491
Legal advisors to StoneX Securities S.A. and Nuevo Banco de Santa Fe S.A. as arrangers and placement agents in the issuance and placement in Argentina by Asociación Mutual de las Fuerzas Armadas y de Seguridad (AMFAyS) as trustor and TMF Trust Company (Argentina) S.A. as trustee and issuer of debt securities Class 1 for AR$186,133,677, debt securities Class 2 for AR$8,940,138 and debt securities Class 3 for AR$95,480,676, under the Financial Trusts Global Program “AMFAyS – Serie 40” for an amount of up to AR$5,000,000,000.
Albanesi Group´s US$ 44,796,726 Notes Offering
Counsel to Generación Mediterránea S.A. and Central Térmica Roca S.A. in the co-issuance of 9.5% Class XVII Notes for US$ 11,485,823 due November 7, 2024, 3.75% Class XVIII Notes for US$ 21,107,536 due November 7, 2024, and 1% Class XIX Notes for 11,555,422 UVAs (Unidades de Valor Adquisitivo) due November 7, 2025, issued under the Global Notes Program for an amount up to US$ 700,000,000.
SBS Trading S.A., Banco de Servicios y Transacciones S.A., Allaria Ledesma & Cía S.A., Balanz Capital Valores S.A.U., Nación Bursátil S.A., Invertir en Bolsa S.A., Banco de la Provincia de Buenos Aires, Macro Securities S.A., Facimex S.A., BACS Banco de Crédito y Securitización S.A., Banco Supervielle S.A., Banco Hipotecario S.A., Supervielle Agente de Negociación S.A.U., Adcap Securities Argentina S.A., Global Valores S.A., TPCG Valores S.A.U. and Petrini Valores S.A. acted as placement agents of Class XVII Notes, Class XVIII Notes and Class XIX Notes.
MSU Energy S.A.´s US$ 45.593.670 Series VI Notes Offering and International Consent Solicitation Process
Counsel to MSU Energy S.A. in the issuance of its 9% Series VI Notes for US$ 45,593,670, denominated, integrated and payable in U.S. dollars, maturing 24 months from the issuance date, under its US$ 285,000,000 Global Notes Program. In the context of the issuance, MSU Energy S.A. launched a consent solicitation process to the holders of MSU Energy S.A.’s notes issued in an aggregate amount of U$S 250,300,000, due 2024. The consent was granted through a holder’s meeting held on October 24. 2022.
New Resolutions of the Federal Mining Secretariat
The following is a summary of the recent resolutions issued by the Federal Mining Secretariat ("FMS"):
FMS Resolution 50/2022 - Deadline extensions
Resolution No. 50/2022 of the FMS, published in the Official Gazette on 10/31/2022, extends for 180 days the deadline set for the rendering of the funds received by the Provinces, in connection with the Projects set up under the "Plan Nacional de Minería Social", under the "Plan Nacional de Huellas Mineras" and the scope of other social programs or initiatives of different fiscal years.
The Resolution reaches the Provinces that have funds which have not been allocated to each project submitted within due deadlines. The Resolution authorizes the Provinces to: (i) return those funds; or, (ii) declare their intention to reallocate those funds to a new project that is compatible with the guidelines of the regulations in force.
FMS Resolution 53/2022 - Launch of the Federal Project
Resolution No. 53/2022, published in the Official Gazette on 10/31/2022, establishes the Federal Project on Strengthening Capacities for the monitoring of environmental variables in Mining (the "Federal Project").
The Federal Project’s objectives are: (a) to cooperate and assist all the provinces of Argentina in the assessment and environmental control of mining projects; (b) to promote training actions aimed at strengthening the agents in charge of carrying out such control; (c) to promote inter-institutional agreements aimed at fostering cooperation in infrastructure, knowledge, and control and diagnostic tools; (d) encourage greater participation of communities, academic entities and other interested parties in the planning and execution of mining environmental monitoring actions; (e) generate a framework for greater disclosure of the results of mining environmental monitoring, through instruments that guarantee greater transparency in the sector; and (f) contribute to financial assistance mechanisms for the incorporation of the necessary infrastructure to establish better control.
For further information, please contact either Dolores Reyes, Marcos Moreno Hueyo, or Nicolás Eliaschev.
Municipality of Cordoba’s Green and Infrastucture Bond Issuance for AR$ 2,846,069,500
Legal counsel to the Municipality of Córdoba, as issuer, in the issuance of Municipality of Córdoba’s Debt Securities Series I and Debt Securities Series II (the “Debt Securities”). The payments due under the Debt Securities are secured by certain rights of the Municipality to collect certain contribution charges over the commercial, industrial and services activity. Series I was issued on October 27, 2022, for AR$ 2,000,000,000 at an annual floating interest rate equivalent to Badlar plus 7.75%, due on October 27, 2025. Series II was issued on October 27, 2022, for AR$ 846,069,500 at an annual floating interest rat equivalent to Badlar plus 8.50%. Series I was qualified as Green Bonds, and it is the first public bond to be incorporated as green bonds into the “Panel de Bonos Sociales, Verdes y Sustentables” from Bolsas y Mercados Argentinos S.A.
Legal Advice in Petrolera Aconcagua Energía S.A.’S Class I Notes Issuance
Counsel to Petrolera Aconcagua Energía S.A. and Banco de Servicios y Transacciones S.A. in the issuance of Petrolera Aconcagua Energía S.A.’s 0% Class I Notes for US$ 12,000,000 issued on October 11, 2022, and due October 11, 2025, under its US$ 100,000,000 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., SBS Trading S.A., Consultatio Investments S.A., Allaria Ledesma & Cía. S.A., AdCap Securities Argentina S.A. y Portfolio Investment S.A. acted as placement agents.
Legal Counsel to Banco CMF S.A. in the Issuance of Series 14 Notes for AR$ 2,500,000,000
Legal counsel to Banco CMF S.A. as issuer, placement agent and settlement agent in the issuance of its Series 14 floating rate Notes for AR$ 2,500,000,000 due October 3, 2023. The Series 14 Notes were issued on October 3, 2022 under the Global Notes Program for an amount of up to US$25,000,000.
Municipality of Cordoba’s Series XLV Treasury Notes Issuance for AR$ 1,500,000,000
Legal counsel to the Municipality of Cordoba, as issuer, Banco de la Provincia de Córdoba S.A., as arranger and placement agent, and to Banco de Servicios y Transacciones S.A., Puente Hnos. S.A., Adcap Securities Argentina S.A., Banco de la Ciudad de Buenos Aires, Banco Hipotecario S.A., SBS Trading S.A., Banco Comafi S.A., Nación Bursátil S.A., and Banco de Galicia y Buenos Aires S.A.U., as placement agents, in the issuance of Municipality of Cordoba’s Series XLV Treasury Notes (the “Treasury Notes Series XLIV”), under the Municipality of Cordoba’s Treasury Notes Issuance Program. The payments due under the Treasury Notes Series XLV are secured by certain rights of the Municipality to collect certain contribution charges over the commercial, industrial and services activity. The Treasury Notes Series XLV were issued on September 13, 2022, for AR$ 1,500,000,000 at an annual floating interest rate equivalent to Badlar plus 2.64%, due on July 10, 2023.
Legal Advice in the Issuance of Series X Notes of MSU S.A. for US$ 24,500,000
Counsel to Allaria Ledesma & Cia S.A., Balanz Capital Valores S.A.U., Banco Galicia y Buenos Aires S.A.U., Banco Supervielle S.A., Banco Itaú Argentina S.A., Industrial Valores S.A. and Itaú Valores S.A. as arrangers and placement agents, in the issuance of MSU S.A.’s 7,5% Series X Notes for US$ 24,500,000 issued on September 12, 2022, and due September 12, 2024, under its US$ 100,000,000 Global Notes Program.
Allaria Ledesma & Cia S.A., Balanz Capital Valores S.A.U., Banco Galicia y Buenos Aires S.A.U., Banco Supervielle S.A., Banco Itaú Argentina S.A., Industrial Valores S.A. and Itaú Valores S.A. acted as arrangers and placement agents. Allaria Ledesma & Cia S.A. also acted as Settlement Agent for the Series X Notes.