Regulatory Updates: New Terms and Conditions for Hydrocarbon Transport Concession's Public Tendering
On July 1st, 2019, Resolution No. 357 (the “Resolution”), issued by the Secretary of Government of Energy (the “SGE”), has been published in the Official Gazette, with important implications in regards to public tendering procedures which shall be carried out in order to grant concessions for hydrocarbon’s transportation. Tenders of this nature may rely on project’s submitted by private entities, as further described below.
Pursuant to Annex I of the Resolution, those tenders may comprise:
- Concessions for hydrocarbon’s transportation, which have been reverted from the former concessionaire to the pertaining governmental body or entity.
- Projects submitted by private entities, which shall contain minimum standards such as a general description of the project’s nature and aspects involved in its execution, land matters, etc.
- New hydrocarbon transportation projects required to satisfy demands of the users.
The Resolution also foresees that all public tenders launched by the SGE in order to grant a hydrocarbon transport concession shall contain a bid document containing main terms and conditions of such competitive procedure.
In addition the Resolution further stipulates requires that all projects submitted by any private entity to the relevant governmental authorities must clearly specify land matters-related issues involved in such project.
The Resolution also authorizes foreign corporations (not registered in Argentina’s registries of commerce as of the date on which the Resolution is issued) to submit proposals of this nature for purposes of being evaluated and subject to a public tendering thereafter. However, foreign entities are bound to register before the mentioned registries’, to the extent that their proposal is admitted and prior to the public tender being issued.
Furthermore, the Resolution indicates that the governmental authorities shall provide their ruling regarding project’s feasibility no later than thirty (30) business days from the project being submitted thereof.
Finally, the Resolution requires prior registration of the interested companies before the Hydrocarbon Transport Registry for their participation in the public tenders.
For further information, please do not hesitate to contact either Nicolás Eliaschev or Javier Constanzó.
Amendment to the fiduciary trust agreement of the thermal power plant ENARSA – Brigadier López
Counsel of Integración Energética Argentina S.A. (formerly Energía Argentina S.A.) and BICE Fideicomisos S.A. under all aspects related to the financial and capital markets terms and conditions of the amendment to the fiduciary trust agreement of the thermal power plant ENARSA – Brigadier López, which allowed the financing of its construction. The amendment was executed as a consequence of Decree No. 882/2017 of the National Executive Branch and Resolution No. 11-E/2018 and the National and International Public Bid No. CTBL 01/2018 that altogether stipulated the sale of the power plant ENARSA – Brigadier López. As a consequence, Central Puerto S.A. was awarded the public bid, which allowed it to be the new owner of the power plant ENARSA – Brigadier López and therefore replacer Integración Energética Argentina S.A. as original trustor under the financial trust agreement.
“San Luis Progresa” Collateral and Payment Trust
Legal counsel to the Municipality of the city of San Luis, Banco Supervielle S.A. and TMF Trust Company (Argentina) S.A. in the constitution of the “San Luis Progresa” Collateral and Payment Trust, in which the Municipality of the city of San Luis acted as trustor and beneficiary, TMF Trust Company (Argentina) S.A. acted as trustee, and Banco Supervielle S.A. acted as collection agent.
“CARFACIL IV” Financial Trust for AR$ 71,210,892
Deal counsel in the placement and issuance in Argentina of trust securities for AR$71,210,892 issued under the “CARFACIL IV” Financial Trust, whereby TMF Trust Company (Argentina) S.A., as trustee under the private financial trust “FINANCIAL TRUST CARFAUTO” acted as trustor, Banco de Valores S.A. acted as trustee, organizer and replacement servicer and Ralf S.A. acted as credit administrator and paying agent. Banco de Valores S.A., INTL CIBSA S.A., Macro Securities S.A. and Industrial Valores S.A. acted as placement agents.
Celulosa Argentina S.A.’s USD 3,521,129 Class 12 Notes
Counsel in Celulosa Argentina S.A.’s issuance of Class 12 Notes for AR$ 3,521,129 under the Global Program of Notes for an amount of up to US$ 280,000,000. Puente Hnos. S.A. and BST acted as placement agents of the Class 12 Notes.
Global Trust Program “San Cristóbal Servicios Financieros”
Deal counsel in the creation of the Global Trust Program "San Cristóbal Servicios Financieros” for up to US$ 45,000,000, in which San Cristóbal Bienes Raíces S.A. acts as trustor, and TMF Trust Company (Argentina) S.A as trustee and issuer.
Roch S.A. US$ 8.000.000 Class 5 Notes offering
Legal counsel to Roch S.A. in the offering of US$ 8,000,000 class 5 notes under its US$ 50,000,000 Global Notes Programme, for the purpose of acquiring an additional interest in the joint venture “Río Cullen/Las Violetas/La Angostura – Unión Transitoria de Empresas”. Roch S.A. and Puente Hnos. S.A. entered into a trust assignment agreement in order to ensure duly and timely use of the proceeds of the issuance of the Notes.
Puente Hnos. S.A. acted as arranger and placement agent of the Notes.
Changes to the Fair Trading Act: extension of the unfair competition acts
On April 22th 2019, the necessary and urgent decree No. 274/2019 was published on the Official Gazette, by virtue of which Law No. 22,802 (the “Fair Trading Law”) was abrogated, and a new rule of law regarding fair trade was enacted (the “Decree”) which shall enter in force as from April 30th 2019.
The purpose of the Decree is to ensure fairness and transparency in commercial relationships and the access to essential information of products and services that are commercialized, through physical or digital means, extending the previous provisions contained in the Fair Trading Law.
The Decree is divided into a preliminary title and 8 titles which regulate: (i) unfair competition; (ii) advertising and promotions; (iii) trade information; (iv) enforcement authority, administrative procedures, as well as the remedies and sanctions; (v) legal actions; (vi) general provisions; (vii) consumer protection; and (viii) final provisions.
The main change that the Decree includes is the enumeration of acts that constitute an unfair competition,: (i) acts of deception; (ii) acts of confusion; (iii) breach of legal regulations; (iv) abuse of a depending economic situation; (v) Improperly obtaining of commercial conditions; (vi) sale below cost; (vii) improper exploitation of others’ reputation; (viii) acts of unfair imitation; (ix) acts of denigration; and (x) violation of secrets. The Decree defines in its article No. 10 unfair competition in a very broad way and systematically includes situations that shall constitute an unfair competition, such as acts of denigration, violation of secrets and the improper exploitation of others’ reputation. Such situations shall be deemed exhaustive, for the purposes of the imposition of sanctions by the Secretariat of Internal Commerce of the Ministry of Production and Labor, acting as the enforcement authority, and enunciative for the purpose of promoting legal actions by affected ones. With the Decree, the maximum amounts of the fines are substantially increased to an amount of 10,000,000 mobile units (approx. AR$ 264,000,000), the procedural rules for infringements are established and new legal actions are provided for those affected by unfair competitions acts.
Additionally, the requirements for the identification of products commercialized, the provisions for misleading advertising, and the regulations on sales promotions that contain pizers or gifts, among other issues, are maintained.
Regarding advertising as unfair competition, a definition of comparative advertising is incorporated, which states that advertising is to be considered comparative when explicitly or implicitly refers to a competitor, its brand or the products or services offered by it.
Additionally, the Decree incorporates to the Consumer Protection Law No. 26,993 (the "Consumer Protection Law"), article 1 bis, which provides the inclusion of the Electronic Dispute Resolution System, as a previous, optional and free procedure for users and consumers. for access to the Prior Reconciliation Service in Consumer Relations (COPREC for its acronym in Spanish), through which the individual or collective consumers and users’ claims shall be resolved, instructing the authority of the Consumer Protection Law to regulate its scope.
Finally, it should be noted that the provisions of the Decree are considered to be public policy rules, as stated in article 2; the principles of the national administrative proceedings law o No. 19,549 are applicable to the procedure provided in the Decree; and that the provisions of the National Civil and Commercial Code shall apply.
Any further information, please do not hesitate to contact Juan Pablo Bove, Federico Otero, Julián Razumny, or corporate@trsym.com.
“Crescere VII” Financial Trust for U$S 36.800.438
Deal counsel in the issuance and placement in Argentina of trust securities for $ 36.800.438 issued under the “Crescere VII” Financial Trust, in which Banco de Galicia y Buenos Aires S.A. acted as arranger, placement agent and trustee, TMF Trust Company (Argentina) S.A. acted as financial trustee, Syngenta Agro S.A. acted as trustor and servicer and Banco de la Provincia de Buenos Aires as placement agent.
Banco de Servicios y Transacciones S.A. 3,049,711 UVA Class XII Notes Issuance
Legal counsel to Banco de Servicios y Transacciones S.A. in the issuance of 3,049,711 UVA Class XII Notes under its Short, Medium and Long Term Global Notes Program worth AR$ 3 billion (or its equivalent in other currencies or units of value).
Banco de Servicios y Transacciones S.A. acted as issuer and placement agent.