“RG Albanesi Serie XII” Financial Trust for U$S 22,000,000
Legal Advisors of the trustor Rafael G. Albanesi S.A. in the issuance and placement in Argentina of debt securities in the form of Class 1 Trust Securities for 23,255,068 UVA (Unidades de Valor Adquisitivo) and Class 2 Trust Securities for U$S 2,000,000, under the Financial Trusts Global Program “RG ALBANESI II” for an amount of up to U$S 100,000,000. TMF Trust Company (Argentina) S.A. acted as trustee, Banco de Servicios y Transacciones S.A. acted as arrenger and placement agent; SBS Capital S.A. acted as arranger; and SBS Trading S.A., Allaria Ledesma & Cía. S.A., BACS Banco de Crédito y Securitización S.A., Banco de la Provincia de Buenos Aires, Facimex Valores S.A., Macro Securities S.A., Liebre Capital S.A.U., Banco Supervielle S.A., Balanz Capital Valores S.A.U. and Banco Hipotecario S.A. acted as placement agents.
Legal Advice in the Issuance of PyME CNV Guaranteed Series I Notes of Héctor A. Bertone S.A. for AR$200,000,000
Counsel to Héctor A. Bertone S.A. in the issuance of PyME CNV Guaranteed Series I Notes for AR$200,000,000 with an interest rate of BADLAR plus a margin of 4% due July 28, 2023.
Banco Supervielle S.A., Banco de Servicios y Transacciones S.A., and Banco CMF S.A. acted as arranger, placement and security agents of Series I Notes.
Legal Advice in the Issuance of PyME CNV Guaranteed Class 1 Notes of Diransa S.R.L. for AR$100,000,000
Counsel to Banco Supervielle S.A. as arranger, placement and security agent in the issuance of Diransa S.R.L.’s PyME CNV Guaranteed Class I Notes for AR$100,000,000, due in June 29, 2023, and with a variable annual nominal interest rate equivalent to the BADLAR rate (payable on a quarterly basis).
Municipality of Cordoba’s Series XLII Treasury Notes Issuance for AR$749,576,000
Legal counsel to the Municipality of Cordoba’s, 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. and Nación Bursátil S.A., as placement agents, in the issuance of Municipality of Cordoba’s Series XLII Treasury Notes (the “Treasury Notes Series XLII”), under the Municipality of Cordoba’s Treasury Notes Issuance Programme. The transaction closed on June 29, 2021 and the payments due under the Treasury Notes Series XLII are secured by certain rights of the Municipality to collect certain contribution charges over the commercial, industrial and services activity. The Treasury Notes Series XLII were issued for AR$749,576,000 at an annual floating interest rate equivalent to Badlar plus 4.75%, due on March 25, 2022.
Legal Advice in the Issuance of Notes of CT Barragán S.A. for U$S27.335.576 in Series 1 and 37.504.954 UVAs in 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., Invertir en Bolsa S.A., SBS Trading S.A., Balanz Capital Valores S.A.U., HSBC Bank Argentina S.A., AR Partners S.A., Banco de la Provincia de Buenos Aires, BACS Banco de Crédito y Securitización S.A., Banco de Servicios y Transacciones S.A., y Banco Hipotecario S.A. as placement agents in the issuance of CT Barragán S.A.’s 4% Series 1 Notes for US$ 27.335.576 due June 4, 2023 and of 4% Series 2 Notes for 37.504.954 UVAs (Unidades de Valor Adquisitivo) due June 4, 2024. The Notes 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., Invertir en Bolsa S.A., SBS Trading S.A., Balanz Capital Valores S.A.U., HSBC Bank Argentina S.A., AR Partners S.A., Banco de la Provincia de Buenos Aires, BACS Banco de Crédito y Securitización S.A., Banco de Servicios y Transacciones S.A., and Banco Hipotecario S.A. acted as placement agents of Series 1 Notes and Series 2 Notes. Banco Santander Río S.A. acted as Settlement Agent for both classes of Notes.
Municipality of Río Cuarto’s Series XXXV Treasury Notes Issuance for AR$251,077,242
Legal counsel to the Municipality of Rio Cuarto, as issuer, Banco de la Provincia de Córdoba S.A. and Puente Hnos. S.A., as arrangers and placement agents in the issuance of Municipality of Río Cuarto’s Series XXXV Treasury Notes (the “Treasury Notes”), under the Municipality of Río Cuarto’s Treasury Notes Issuance Programme. The transaction closed on June 11, 2021 and the Treasury Notes are secured by the Municipality's credits for contributions levied on commercial, industrial and service companies' activities. The Treasury Notes were issued for AR$251,077,242 at an annual floating interest rate equivalent to Badlar plus 4%, due on November 23, 2021.
New Pricing Scheme for Legacy Power Generators, Co-generators and Self-generators: Amendment to Resolution 31/2020 of the Secretary of Energy
On May 21st, 2021, the Secretary of Energy issued the Resolution No. 440/2021 (“Resolution 440”), which most relevant aspects are singled out below:
- Resolution No. 31/2020 (“Resolution 31”) is abrogated by Resolution 440, including the remuneration adjustment mechanism set forth in said Resolution 31.
- A new pricing scheme applicable to the Wholesale Electricity Market Generator Agents of Tierra del Fuego’s (WEMGATDF) is contemplated.
- WEM Agents included in Resolution 440 are required to waive any prior or future administrative claim against the National Government, the Secretary of Energy or CAMMESA, regarding the implementation of the remuneration adjustment mechanism provided in Resolution 31.
- Finally, CAMMESA is instructed to re-settle any economic transaction starting on February, 2021, thereof.
The purported aim of Resolution 440 is to mitigate the effects of the economic situation as a result of the economic crisis and COVID-19 pandemic, as a way to ensure the sustainability of the WEM under economically reasonable and efficient conditions.
Below is a summary of Resolution 440 most relevant aspects:
1. Scope of Resolution 440
A new remuneration mechanism for conventional and renewable generation, cogeneration and self-generation, operating without a PPA, has been approved, effective as of February 1st, 2021.
2. Changes in the remuneration conditions of the Generating Agents
Resolution 440 provides for a new remuneration scheme for the WEMGATDF and WEM Agents, with increases in around 29% when compared to repealed Resolution 31, with effects starting on February 2021.
Unlike abrogated Resolution 31, Resolution 440 does not include a remuneration adjustment mechanism.
3. Waiver under Resolution 440
WEM Agents included in Resolution 440 which choose to benefit from Resolution 440 are required to waive any prior or future administrative claim against the National Government, the Secretary of Energy or CAMMESA, regarding the implementation of the remuneration adjustment mechanism provided in Resolution 31.
Such waiver shall be submitted no later than June 21st, 2021.
For those WEM Agents which chose not to submit such waiver, they shall continue receiving the remuneration set forth in Resolution 31 and forfeit they right to receive the retroactive amounts provided in Resolution 440.
If such waiver is submitted later than June 21st, 2021, they shall receive the new remuneration set forth in Resolution 440 but will not be entitled to receive said retroactive amounts.
For further information, please contact either Nicolás Eliaschev or Javier Constanzó.
Legal Advice in the Issuance of Notes of Molinos agro S.A. for US$53,854,643
Counsel to Molinos agro S.A. in the issuance of 1.5% Class I Notes for US$28,462,533 due May 18, 2023 and 2.5% Class II Notes for US$25,392,110 due May 18, 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 Banco BBVA Argentina S.A. acted as arranger and placement agents of Class I and Class II Notes.
New limitations to Foreign Companies
On May 17, 2021, the Superintendence of Corporations (“Superintendence”) published General Resolution No. 8/2021 ("RG IGJ 8/21") which establishes limitations in reference to foreign companies registered or applying for registration pursuant to Section 118 and 123 of the General Corporations Law No. 19,550 ("GCL"), especially in relation to special purpose vehicles ("SPVS"), which are basically companies incorporated abroad for the purpose of holding shares of local companies.
Following the restrictive criterion that the IGJ had already set out in Resolutions No. 530/2020 (“SFSC”) and 33/2021 ("MERCADOPAGO"), RG IGJ 8/21 provides that:
- the status as SPV of the entity must be declared at the time of its registration in the Argentine Republic (and not afterwards).
- the registration of more than one vehicle company per group is not allowed.
- the registration of SPVs will not be allowed if their direct or indirect controlling company is registered in the Argentine Republic pursuant to Sections 118 or 123 of the GCL.
- the registration of SPVs resulting from a chain of control between successive sole proprietorships will not be admitted.
- the registration of sole proprietorships whose shareholder is only a company incorporated abroad as sole proprietor, whether it is a vehicle or not, will not be allowed.
Likewise, and with special practical consequences on the activity of Argentine companies owned by foreign companies, RG IGJ 8/21 establishes that companies incorporated abroad that have a principal shareholding stake in local companies with headquarters in the City of Buenos Aires must be registered with the Superintendence. Registrations in other jurisdictions of the Argentine Republic will not be enforceable in such case.
The new regulation also requires that for the purposes of the registration of a foreign company under the terms of section 123 GCL, an investment plan must be submitted along with the list of companies in which it intends to participate or incorporate in the Argentine Republic.
In case the foreign company states that there is no ultimate beneficial owner, documentary evidence must be provided to show that: a) the head of the group company has all of its shares admitted to public offering; or, b) the ownership of the shares is so dispersed among the persons holding the capital stock that none of them holds the minimum percentage of shares (currently 20%).
RG IGJ 8/2021 abolished sections 212, 217, 219, 222, 239, 240 and 249 and amended sections 215, 218, 245, 255 and 256 of the General Resolution No. 7/2015 ("RG IGJ 7/15") to reflect the aforementioned changes. These amendments entail that the Superintendence will not register companies incorporated abroad that:
- lack the capacity and legal standing to act in the place of their incorporation.
- are incorporated, registered or incorporated in countries, domains, jurisdictions, territories, associated states and special tax regimes, considered non-cooperative for tax transparency purposes and/or categorized as non-cooperative in the fight against Money Laundering and Financing of Terrorism, or of low or nil taxation, according to the criteria of the Central Bank of the Republic of Argentina, of the Financial Investigation Unit, of the Ministry of Justice and Human Rights or of organizations governed by international public law standards, such as the United Nations, the Organization of American States, the Financial Action Task Force (FATF), OECD, or, which in the reasonable opinion of the Superintendence, do not meet such standards.
Finally, as a result of the amendment to section 255 of RG IGJ 7/15, the abbreviated annual information regime of foreign companies may only be filed for a maximum of one (1) consecutive financial year.
RG IGJ 8/2021 came into force on the same day of its publication, May 17, 2021.
For further information, please do not hesitate to contact Juan Pablo Bove, Federico Otero, Julián Razumny, Pablo Tarantino, Agustín Griffi, or corporateteam@trsym.com.
Legal Advice in the Issuance of Notes of Albanesi Energía S.A. for US$ 40,000,000
Counsel to Banco de Servicios y Transacciones S.A and SBS Capital S.A. as arranger agents, and to Banco de Servicios y Transacciones S.A., SBS Trading S.A., Facimex Valores S.A., Banco de la Provincia de Buenos Aires, BACS Banco de Crédito y Securitización S.A., Balanz Capital Valores S.A.U., TPCG Valores S.A.U., Allaria Ledesma & Cía. S.A., Macro Securities S.A. , Banco Hipotecario S.A., Sociedad de Bolsa Centaurus S.A. and AdCap Securities Argentina S.A. as placement agents in the issuance of Albanesi Energía S.A.’s 6% Class I Notes for US$5,937,081 and of 5.99% Class II Notes for 42,321,348 UVAs (Unidades de Valor Adquisitivo), both due November 7, 2023.
SBS Capital S.A. and Banco de Servicios y Transacciones S.A. acted as arranger agents, and Banco de Servicios y Transacciones S.A, SBS Capital S.A., SBS Trading S.A., Facimex Valores S.A., Banco de la Provincia de Buenos Aires, BACS Banco de Crédito y Securitización S.A., Balanz Capital Valores S.A.U., TPCG Valores S.A.U., Allaria Ledesma & Cía. S.A., Macro Securities S.A. , Banco Hipotecario S.A., Sociedad de Bolsa Centaurus S.A. and AdCap Securities Argentina S.A. acted as placement agents of Class I Notes and Class II Notes.