More benefits for our team: New maternity & paternity policy
We officially launched our new maternity and paternity policy aimed to grant more benefits to the members of the Firm during their first years of parenthood. This new policy looks to support those parents that work at the Firm in their professional careers and accompany them to boost their possibilities to the top.
The new benefits' policy is based in three main phases:
- Immediately after the birth or adoption of a child: An additional month to the mothers´ -or primary caretaker- paid leave, aside from the three months granted by law and without detriment of the leave of absence option. Two weeks paid leave to the partner of the primary caretaker.
- Soft landing during the child´s first two years: An ad hoc system to grant work flexibility combining remote work and office time, and a flexible schedule to take care of unexpected daily family situations.
- From the 2nd year until the end of elementary school: Wide schedule flexibility to attend children's needs (education, health, etc) and contingencies.
- Pumping room: The incorporation of an exclusive space within TRSyM offices with the adequate hygiene and comfort conditions to promote breastfeeding.
Marcelo R. Tavarone, Managing Partner, said regarding this new measure that "we are very happy to present this new policy that will support our team during their parenthood, aimed to boost their possibilities while promoting the relationship with their children, parenting, and preserving their personal wellbeing."
Juan Pablo Bove, member of the Firm's Administration Committee, stated that "the policy is focused in diversity, as it erases traditional 'mom' and 'dad' roles and is orientated to the primary caretaker of a child and to those who accompany them, without focusing in specific genre matters that aren't part of TRSyM's vision."
Read here the complete document with the terms of this policy.
Legal counsel in the successful restructuring of the Province of La Rioja’s notes issued under foreign law for USD 300,000,000
Counsel of BofA Securities, Inc. as consent solicitation agent in the restructuring notes issued by the Province of La Rioja in the international capital markets for the principal amount of USD 300,000,000 at a rate of 9.750% due in 2025. The Province received the consent from holders representing 98.61% of the notes’ outstanding principal amount to implement certain amendments to its terms, thus reaching the highest acceptance rate for sovereign restructurings. As a result of the successful consent solicitation, the indenture governing the notes was amended to extend the notes’ maturity date, modify the interest rate and the amortization schedule of the notes, among other amendments.
Legal Counsel to Santista Têxtil Ltda. in the sale of a minority stake in Santista Argentina S.A.
We advised the Brazilian manufacturer Santista Têxtil Ltda. in the the sale of a minority stake in its local subsidiary, Santista Argentina S.A., to businessmen Carlos and José Muia. Transaction was closed on August 5, 2021.
Santista Têxtil Ltda. is a company that leads the Latin American market, owner of Santista Argentina S.A., with more than 95 years of presence in the country, developing two business units: Santista Jeanswear, leader in the production of differentiated denim and Kolor, and Santista Workwear, leader in the production and sale of fabrics for workwear with its OMBU/Grafa70 brands and its “Garantía Total” system.
Legal Advice in the Issuance of Notes of Molinos Agro S.A. for US$70,000,000
Counsel to Molinos Agro S.A. in the issuance of 1.00% Class III Notes for US$33,539,700 due September 3, 2023 and 2.49% Class IV Notes for US$36,460,300 due September 3, 2024, both classes were issued under the Global Notes Program for an amount of up to US$150,000,000.
Banco Santander Río S.A., Banco De Galicia y Buenos Aires S.A.U. and Industrial and Commercial Bank of China (Argentina) S.A.U. acted as arranger and placement agents of Class III and Class IV Notes.
Legal Advice in the Issuance of Series IX Notes of MSU S.A. for US$ 15,000,000
Counsel to Balanz Capital Valores S.A.U., Banco Galicia y Buenos Aires S.A.U., Banco Supervielle S.A., Banco de la Provincia de Buenos Aires, and Puente Hnos. S.A. as arrangers and placement agents, in the issuance of MSU S.A.’s 4% Series IX Notes for US$ 15,000,000 issued on August 24, 2021 and due July 24, 2023 under its US$ 50,000,000 Global Notes Program.
Balanz Capital Valores S.A.U., Banco Galicia y Buenos Aires S.A.U., Banco Supervielle S.A., Banco de la Provincia de Buenos Aires, and Puente Hnos. S.A. acted as arrangers and placement agents. Banco Galicia y Buenos Aires S.A.U. also acted as Settlement Agent for the Series IX Notes.
Legal Advice in the Issuance of Additional Notes of CT Barragán S.A. for US$15,618,641 Additional Series 1 and 27,909,579 UVAs in Additional Series 2
Counsel to Banco de Galicia y Buenos Aires S.A.U., Banco Santander Río S.A., Industrial and Commercial Bank of China (Argentina) S.A.U. and HSBC Bank Argentina S.A. as arrangers and placement agents, and also to Invertir en Bolsa S.A., SBS Trading S.A., Balanz Capital Valores S.A.U., Banco de la Provincia de Buenos Aires, BACS Banco de Crédito y Securitización S.A., Banco de Servicios y Transacciones S.A., Banco Hipotecario S.A., Puente Hnos. S.A., Banco Mariva S.A., Industrial Valores S.A. and TPCG Valores S.A.U. as placement agents, in the issuance of CT Barragán S.A.’s 4% Additional Series 1 Notes for US$15,618,641 due June 4, 2023 and of 4% Additional Series 2 Notes for 27,909,579 UVAs (Unidades de Valor Adquisitivo) due June 4, 2024.
The Additional Notes are additional to the Series 1 Notes and Series 2 Notes issued on June 4, 2021, and all of them have a personal guarantee, subject to a precedent and resolutory condition granted by YPF S.A. and Pampa Energía S.A.
Banco de Galicia y Buenos Aires S.A.U., Banco Santander Río S.A., Industrial and Commercial Bank of China (Argentina) S.A.U. and HSBC Bank Argentina S.A. acted as arranger and placement agents, and Invertir en Bolsa S.A., SBS Trading S.A., Balanz Capital Valores S.A.U., Banco de la Provincia de Buenos Aires, BACS Banco de Crédito y Securitización S.A., Banco de Servicios y Transacciones S.A., Banco Hipotecario S.A., Puente Hnos. S.A., Banco Mariva S.A., Industrial Valores S.A. and TPCG Valores S.A.U. as placement agents of Additional Series 1 Notes and Additional Series 2 Notes. Banco Santander Río S.A. also acted as Settlement Agent for both classes of Additional Notes.
"Proyecto VIDA - Laboratorios Richmond" Financial Trust for U$S 85,000,000 for the Development of the SPUTNIK V Vaccine in Argentina
Legal advisors to Banco de Valores S.A., as trustee and placement agent, and Banco de la Provincia de Buenos Aires and Nación Bursátil S.A., as placement agents, in the issuance and placement in Argentina of debt securities in the form of certificates of participation for the amount of U$S 85,000,000, under the Financial Trusts "PROYECTO VIDA - LABORATORIOS RICHMOND", in which Laboratorios Richmond S.A.C.I.F. is trustor. The funds obtained from the trust will be used for the procurement and construction of vaccine and other biotechnological products plant in Argentina, in particular, for the development of the SPUTNIK V vaccine to fight the COVID-19.
Legal Advice in the Issuance of Class 16 Notes of Celulosa Argentina S.A. for US$ 6,000,000
Counsel to Celulosa Argentina S.A. in the issuance of 9.50% Class 16 Notes for US$ 6,000,000 due August 6, 2023 under its US$ 150,000,000 Global Notes Programme. Class 16 Notes are denominated in U.S. dollars and payable in Argentine pesos.
Banco de Servicios y Transacciones S.A. and Puente Hnos S.A. acted as arrangers and placement agents of Class 16 Notes.
MSU Energy S.A.´s Series I & II Notes Offering
Counsel to MSU Energy S.A. in the issuance of its US$ 12,631,473 Series I Notes and UVAs 20,901,579 Series II Notes, under its US$ 100,000,000 Global Notes Program.
Amendments to Resolution No. 285/2018 of the former Ministry of Energy and Mining: COD Extension and reduction of penalties for RenovAr projects
On August 3rd, 2021, the Secretary of Energy issued Resolution No. 742/2021 (“Resolution 742”), which partially amended Resolution No. 285/2018 of the former Ministry of Energy and Mining (“Resolution 285”).
1. Main outlines of Resolution 285
Resolution 285, now modified by Resolution 742, allowed generators under RenovAr 1, 1.5 and 2 to defer Commercial Operation Date (“COD”) under their Power Purchase Agreement (“PPA”) for up to 180 days.
In addition, Resolution 285 also allowed generators to pay penalties for late COD in 12 or 48 monthly installments.
2. Context in which Resolutions 285 and 742 are enacted
Resolution 742 continues the path lay out by Resolution 285 as it is issued to allow the execution and operation of projects under RenovAr 1, 1.5, 2, 3, and Resolution No. 202/2016 of the former Ministry of Energy and Mining which have suffered delays in achieving COD.
Accordingly, Resolution 742 purported purpose is to enhance further investment in the renewable sector by providing certain relief to the projects comprised in said resolution.
Furthermore, both resolutions are issued under the scope of the Laws No. 26,191 and 27,191. Such laws aim to increase to twenty percent (20%) by 2025 the total domestic demand of renewable energy, by mandating that a portion of the country’s electricity consumption must be sourced from renewable energy.
3. Resolution 742 key takeaways
Key takeaways of Resolution 742 are:
- Option to extend the additional term provided by Resolution 285 to achieve COD in 360 days.
- Right to adhere to the terms of Resolution 285 (as amended by Resolution 742) at generator’s option.
- Reduction of penalties fines based on the progress of the project’s works or, in the case of projects that have already achieved COD, with a delay greater than 180 days, such reduction is of 70%.
- CAP to the penalties which may be offset from the PPA, amount which shall not exceed 40% of the monthly revenues.
Below is a comparison between the most significant aspects of Resolution 285 and Resolution 742.
Also, we detail certain maters introduced by the Resolution 742 which were not foreseen in Resolution 285.
Finally, we single out certain aspects of Resolution 742 which should be further clarified.
| Issue | Resolution 285 | Resolution 742 |
|---|---|---|
| Payment of penalties | Penalties payable in 12 or up to 48 equal, consecutive, monthly installments. In the latter, an annual interest rate of 1.7% is applied. | Penalties still can be paid in 12 or up to 48 equal, consecutive, monthly installments. However, in the latter, Resolution 742 caps the monthly penalty in an amount no greater than 40% of the monthly revenue under the PPA. The unpaid balance will be offset until the total is completed, under this methodology. The purpose of this clause is to ensure generation plants maintenance and to avoid a penalty deduction greater than the monthly remuneration. |
| Extension of COD | COD extension up to 180 days. | COD extension up to 360 days, if the following criteria is met: (i) evidences that the Project has been executed in a percentage equal or greater to seventy percent (70%) an increase of the Contract Performance Guarantee; or (ii) the compliance bond has been increased or is increased in 30%. |
| Additional changes | Resolution 285 provided that for the application of a daily penalty a rate of US$1,388/MW. Nonetheless, this fine could be reduced evidencing certain progress of the project. | Article 3 bis is incorporated, which establishes: (a) Projects that have achieved COD: Those that (x) reached COD, (y) with a delay of more than 180 days, and (z) that have not requested the application of Resolution 285, may postpone COD in 360 days. In this case, a reduction of penalties in 70% is foreseen. (b) Projects that have not reached COD: Those that (x) have not reached COD, (y) did not requested the application of Resolution 285, and (z) adhere to Resolution 742; must replace the compliance bond with a bank guarantee, payable upon demand, which shall also contemplate any prior increase which may be due. In this case, it is provided that, during the additional 360 days extension period of COD, the daily fine will be equivalent to the daily fine established in Clause 13.2. (a) or 13.1, accordingly. Such fine may be reduced based on the progress of the project. |
4. Other relevant matters
Generators adhering to Resolution 742 are required to waive any prior or future administrative, judicial, administrative, or arbitral claims against the National Government, the Secretary of Energy or CAMMESA in the Argentine Republic, whether in Argentina or abroad.
If adhering to Resolution 742, generators shall manifest so in writing to CAMMESA and submit such waiver within 30 business days.
5. Matters which should be further clarified
The following matters are singled out which, from our perspective, are not entirely clear and should be further clarified.
Resolution 742 does not state whether the eventual reduction of the penalties fines up to 70% is for the entire fine accrued, or for the balance not yet accrued or unpaid.
Resolution 742 does not indicate whether the replacement of the compliance bond for a bank guarantee is for the projects covered by article 3 bis, second paragraph solely (projects without COD, which have not yet adhered to Resolution 285) or for all projects comprehended by Resolution 742.
Finally, in relation to the compliance bond increase, required by articles 3 a) (ii) and 3 b) to admit the extension of the COD, is not specified whether such increase should be for the original guarantee or for the replaced guarantee (bank guarantee).
For further information, please contact either Nicolás Eliaschev, Javier Constanzó, or Daiana Perrone.