“AMFAyS – Serie 38” Financial Trust for AR$359,556,397
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$227,781,801, debt securities Class 2 for AR$18,824942 and debt securities Class 3 for AR$112,949,654, under the Financial Trusts Global Program “AMFAyS – Serie 38” for an amount of up to AR$5,000,000,000.
Recent Developments in Renewables and Natural Gas in Argentina
In the past few months, certain regulations have been adopted by the Secretary of Energy (“SE”) dealing with renewables and natural gas transport.
Below is a brief summary of such resolutions.
1. New conditions for termination and amendment of PPA under the RenovAr Program
On December 27th, 2021, the SE issued the Resolution No. 1260/2021 (the “Resolution 1260”), which provide opportunities for projects companies to terminate or amend power purchase agreements executed under the RenovAr Program (“PPA”).
The goal of Resolution 1260 is, on one hand, to facilitate exit for projects which have not been built, in order to regain transmission capacity. This should enable additional transmission capacity to be freed-up for the corporate PPA market.
On the other hand, Resolution 1260 allows project companies to request an extension of three hundred and sixty-five days to reach the commercial operation date (“COD”), subject to the fulfilment of certain requirements (such as a reduction of both supply period and price).
2. Amendments to regulations in the Renewable Energy Term Market (Corporate PPA Market)
On January 21st, 2022, the SE issued Resolution No. 14/2022 (“Resolution 14”) which amends certain regulations applicable to the Renewable Energy Term Market established by Resolution No. 281/2017 as amended.
Essentially, Resolution 14:
- Simplifies the tie-break mechanism for dispatch priority awarding by removing tie-break for commercial operation term, dispatch factor, tax benefits and toss. Resolution 14 adds the submission of a Magnification Factor successively until tie-break is reached as only requirement and proceeding.
- Establishes restrictions for those projects which do not comply with the payment of dispatch priority maintenance charges or with terms proposed for COD.
This regulation is regarded as a way of further accelerating development in the corporate PPA market which currently has projects under commercial operation for nearly 900 MW and projects approved during 2021 for an additional 467 MW and a strong interest of large consumers in expanding electricity procurement needs from renewables.
3. Expansion of the Natural Gas Transport System
On February 9th, 2022, the SE enacted Resolution No. 67/2022 (“Resolution 67”), which creates the “Transport.Ar National Production” program (“Transport.Ar Program”) for the construction and expansion of several natural gas pipelines, including new facilities as well as upgrades of existing facilities.
Resolution 67 entrusts the state-owned company Integración Energética Argentina S.A. (“IEASA”) with the construction and expansion of the pipelines indicated therein, which may be executed by IEASA itself or awarded to other companies.
Strong priority is given to the construction of a new pipeline which would enable to significantly expand transport capacity from the Vaca Muerta reservoir.
Further details regarding construction and funding of this infrastructure are pending and expected to be known soon.
For further information, please contact either Nicolás Eliaschev or Tomás Villaflor.
Limits on the Duration of Commercial Companies
On February 1, 2022, the public registry of commerce (the "IGJ") published General Resolution No. 1/2022 (the "Resolution"), by means of which established that the maximum duration term for commercial companies will be of 30 years.
The Resolution established that all articles of incorporation to be registered with the IGJ must include the term of duration of the company, which may not exceed 30 years from the date of its registration with such entity. According to customary and usual practices, said term used to be for a maximum period of 99 years, therefore, the Resolution forces the corporate renewal in a substantially shorter term.
The Resolution applies to all companies organized in the jurisdiction of the Autonomous City of Buenos Aires after the publication of the Resolution in the Official Gazette.
For further information, please do not hesitate to contact corporate@trsym.com.
Issuance of Notes of Albanesi Group for US$14,065,308
Counsel to Generación Mediterránea S.A. and Central Térmica Roca S.A. in the co-issuance of 7,5% Class XIII Notes for US$14,065,308 due January 10, 2024, issued under the Global Notes Program for an amount of up to US$700,000,000.
SBS Capital S.A. and Banco de Servicios y Transacciones S.A. acted as arrangers, and 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., Liebre Capital S.A.U., BACS Banco de Crédito y Securitización S.A., and Banco Hipotecario S.A. acted as placement agents of Class XI Notes and Class XII Notes.
Legal Counsel to Banco de Galicia y Buenos Aires S.A.U. and Banco de Inversión y Comercio Exterior S.A. in the Granting of a Loan to a Phrónesis Group Company for US$5,300,000
Legal counsel to Banco de Galicia y Buenos Aires S.A.U., as lender, administrative agent and guarantee agent, and to Banco de Inversión y Comercio Exterior S.A., as lender, in the granting of a loan for a total amount of US$5,300,000 to a Phrónesis Group company, an agro-industrial group dedicated to the production, processing and marketing of foods in the local and international market, to finance the expansion of its industrial plant located in the province of San Juan.
Issuance of PyME CNV Guaranteed Series I Notes of Gestión de Préstamos y Cobranzas S.A. for $100,000,000
Counsel to Gestión de Préstamos y Cobranzas S.A. in the issuance of the PyME CNV Guaranteed Series I Notes for $100,000,000 due on December 22, 2023.
Banco de Servicios y Transacciones S.A., acted as arranger and placement agent of Series I Notes.
Allaria Ledesma & Cía S.A., acted as placement agent of Series I Notes.
Banco Interfinanzas S.A. y Banco Sáenz S.A. acted as guarantee entity of Series I Notes.
MSU Energy S.A.´s US$ 30.300.000 Series III Notes Offering
Counsel to MSU Energy S.A. in the issuance of its 7.35% Series III Notes for US$ 30,300,000, denominated, integrated and payable in U.S. dollars, maturing 24 months from the issuance date, under its US$ 100,000,000 Global Notes Program.
Municipality of Cordoba’s Series XLIII Treasury Notes Issuance for AR$1,029,029,000
Legal counsel to the Municipality of Cordoba’s, as issuer, Banco de la Provincia de Córdoba S.A., as arranger and placement, and to AdCap Securities Argentina S.A., Banco de la Ciudad de Buenos Aires, Banco Hipotecario S.A., Banco de Servicios y Transacciones S.A., Puente Hnos S.A., SBS Trading S.A., Nación Bursátil S.A., y Banco de Galicia y Buenos Aires S.A.U., as placement agents, in the issuance of Municipality of Cordoba’s Series XLIII Treasury Notes (the “Treasury Notes Series XLIII”), under the Municipality of Cordoba’s Treasury Notes Issuance Programme. The transaction closed on December 17, 2021 and the payments due under the Treasury Notes Series XLIII are secured by certain rights of the Municipality to collect certain contribution charges over the commercial, industrial and services activity. The Treasury Notes Series XLIII were issued for AR$1,029,029,000 at an annual floating interest rate equivalent to Badlar plus 4.75%, due on September 13, 2022.
Legal Advice in the Issuance of Class III Notes of Albanesi Energía S.A. for US$24,103,642
Counsel to Banco de Servicios y Transacciones S.A and SBS Capital S.A. as arrangers, and to SBS Trading S.A., Banco de Servicios y Transacciones S.A, Facimex Valores S.A., Banco de la Provincia de Buenos Aires, AdCap Securities Argentina S.A., Macro Securities S.A., Nación Bursátil S.A., BACS Banco de Crédito y Securitización S.A., Banco Hipotecario S.A. and TPCG Valores S.A.U., as placement agents, in the issuance of Albanesi Energía S.A.’s 4.90% Class III Notes for US$24,103,642 due September 14, 2024.
SBS Capital S.A. and Banco de Servicios y Transacciones S.A. acted as arrangers, and SBS Capital S.A., Banco de Servicios y Transacciones S.A. Facimex Valores S.A., Banco de la Provincia de Buenos Aires, AdCap Securities Argentina S.A., Macro Securities S.A., Nación Bursátil S.A., BACS Banco de Crédito y Securitización S.A., Banco Hipotecario S.A. and TPCG Valores S.A.U., acted as placement agents of Class III Notes.
Legal Counsel in the Sale of Grupo Alicorp's Argentinean Subsidiaries
We advised Alicorp S.A.A, a company that is part of Grupo Romero and is listed in Lima's Stock Exchange, in the sale of its Argentinean subsidiaries dedicated to the fabrication and commercialization of mass consumer products (personal care/homecare/foods).
The transaction involved the sale of 100% of its participation in four subsidiaries along with its entire operation in the country, including its three sites, brands and products.