Legal Advice in the Issuance of Loma Negra Compañía Industrial Argentina S.A.´s Series 2 Notes for US$71,722,774
Counsel to Banco de Galicia y Buenos Aires S.A.U., Banco Santander Argentina S.A., Industrial and Commercial Bank of China (Argentina) S.A.U., Banco Patagonia S.A., Facimex Valores S.A., Buenos Aires Valores S.A., Max Capital S.A., Puente Hnos. S.A., Allaria S.A., and Balanz Capital Valores S.A.U. as placement agents, in the issuance of Loma Negra Compañia Industrial S.A.’s Series 2 Notes for USD 71,722,774, denominated and payable in USD at a 6.50% annual interest rate, due December 21, 2025. The Series 2 Notes were issued under the company´s global notes program for an amount of up to US$500,000,000.
Banco de Galicia y Buenos Aires S.A.U., Banco Santander Argentina S.A., Industrial and Commercial Bank of China (Argentina) S.A.U., Banco Patagonia S.A., Facimex Valores S.A., Buenos Aires Valores S.A., Max Capital S.A., Puente Hnos. S.A., Allaria S.A., and Balanz Capital Valores S.A.U. acted as placement agents of the Series 2 Notes. Banco de Galicia y Buenos Aires S.A.U. also acted as settlement agent for the Series 2 Notes.
Electricity Transmission: Expansion of Existing Capacity. New Network Works and Associated Infrastructure
On June 12, 2023, Resolution No. 507/2023 of the National Energy Secretary (‘Resolution 507’) was published in the Official Gazette. Resolution 507 approved the following plans: (i) the Extra-High Voltage Electric Power Transmission System Expansion Plan (500 kV); (ii) the Existing Extra-High Voltage Electric Power Transmission Stations Revamping Plan (500 kV); (iii) the Existing High and Medium Voltage Transformer Stations Revamping Plan (132 kV); and (iv) the High and Mid Voltage Electric Power Transmission System Expansion Plan.
These plans aim to address the curtailment of some corridors of the transmission system and their respective transformer facilities, without the possibility of connecting potential renewable areas with the major demand nodes.
Furthermore, Resolution 507 requires the Federal Council of Electric Power (CFEE, for its Spanish acronym, Consejo Federal de la Energía Eléctrica), the Committee for the Administration of the Federal Electric Power Transmission Trust Fund (CAF, for its Spanish acronym, Comité de Administración del Fondo Fiduciario para el Transporte Eléctrico Federal), the Wholesale Electricity Market Administrator Company (CAMMESA, for its Spanish acronym, Compañía Administradora del Mercado Mayorista Eléctrico S.A.), the Special Unit for Electric Power Transmission System (UESTEE, for its Spanish acronym, Unidad Especial Sistema de Transmisión de Energía Eléctrica), the Works Commission Resolution No. 1/03, and the Committee for the Administration of the Electric Power Supply Transmission Works Trust (FOTAE, for its Spanish acronym, Fideicomiso de Obras de Transporte para el Abastecimiento Eléctrico) to collaborate with the Energy Secretary in order to carry out the infrastructure projects involved in this resolution.
Resolution 507 does not establish the mechanisms by which these plans will be implemented, which will be subject to complementary regulations.
The following details the network and associated infrastructure covered by each plan:
I. Extra-High Voltage Electric Power Transmission System Expansion Plan
This plan is included in Annex I of Resolution 507, transcribed below:
II. Existing Extra-High Voltage Electric Power Transmission Stations Revamping Plan
This plan is included in Annex II of Resolution 507, transcribed below:
III. Existing High and Medium Voltage Transformer Stations Revamping Plan
This plan is included in Annex III of Resolution 507, specifying the works to be carried out in TRANSBA, TRANSNEA, TRANSNOA, TRANSPA, DISTROCUYO, EPESF, ENERSA, EMSA, SECHEEP, and DPEC.
IV. High and Medium Voltage Electric Power Transmission System Expansion Plan
This plan is included in Annex IV of Resolution 507, specifying the works to be carried out in TRANSNOA, TRANSBA, DISTROCUYO, TRANSNEA, TRANSCOMAHUE, and TRANSPA.
For additional information, please contact Nicolás Eliaschev, Javier Constanzó, and/or Rocío Valdez.
“Total Assets I” Financial Trust for AR$ 700,076,651
Deal counsel in the issuance and placement in Argentina of trust securities for AR$ 700,076,651 issued under the “Total Assets I” Financial Trust, in which Crédito Directo S.A. acted as trustor, TMF Trust Company (Argentina) S.A. acted as trustee, Banco de Servicios y Transacciones S.A. acted as arranger and placement agent, and Macro Securities S.A.U., Banco Supervielle S.A. and Banco Patagonia S.A. acted as placement agents.
Municipality of Cordoba’s Series XLVIII Treasury Notes Issuance for AR$ 3,000,000,000
Legal counsel to the Municipality of Cordoba, as issuer, Banco de la Provincia de Córdoba S.A., as arranger and placement, 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., Banco de Galicia y Buenos Aires S.A.U., Becerra Bursátil S.A., Petrini Valores S.A., Macro Securities S.A.U., Banco Patagonia S.A. and Dracma S.A., as placement agents, in the issuance of Municipality of Cordoba’s Series XLVIII Treasury Notes (the “Treasury Notes Series XLIVIII”), under the Municipality of Cordoba’s Treasury Notes Issuance Program. The payments due under the Treasury Notes Series XLVIII are secured by certain rights of the Municipality to collect certain contribution charges over the commercial, industrial and services activity. The Treasury Notes Series XLVIII were issued on June 1, 2023, for AR$ 3,000,000,000 at an annual floating interest rate equivalent to Badlar plus 7.49%, due on April 8, 2024.
Legal Advice in Molinos Agro US$250,000,000 Pre-export Financing from IDB Invest
Counsel to Molinos Agro S.A. and Molinos Overseas Commodities S.A. in the financing for up to US$250,000,000 from IDB Invest. The uncommitted financing consists of a direct loan of up to US$50 million, and up to US$200 million of mobilized funds, with Santander and Rabobank as lead arrangers. This funding aims to ensure short and medium-term liquidity for pre-financing the company's exports of products and commodities.
“San Cristóbal Servicios Financieros II” Financial Trust for AR$ 375,500,000
Deal counsel in the issuance and placement in Argentina of trust securities for AR$ 375,500,000 issued under the “San Cristóbal Servicios Financieros II” Financial Trust, in which San Cristóbal Servicios Financieros S.A acted as trustor, TMF Trust Company (Argentina) S.A. acted as trustee, Banco Macro S.A. acted as arranger, First Corporate Finance Advisors S.A. acted as financial advisor and Macro Securities S.A.U. acted as placement agent.
Telecom Argentina becomes a shareholder of Open Pass
Legal counsel to Open Pass S.A. ("Open Pass") and its founding shareholders in the negotiation of a strategic agreement with Telecom Argentina S.A. ("Telecom") to promote Open Pass’ consolidation in the domestic Fintech market, expand its proposal of B2B financial technological solutions, and venture into new markets.
The transaction consisted in Telecom’s indirect acquisition of 50% of Open Pass’ shares through a share subscription and the reorganization of the company in preparation for its upcoming internationalization. In addition, as part of the transaction, Open Pass’ founding shareholders entered into a shareholders’ agreement with Telecom to regulate their rights and obligations. The transaction closed on April 24, 2023.
Open Pass is a technology company that offers Fintech As A Service infrastructure throughout Latin America. In turn, through its participation in Open Pass, Telecom aims to enhance the digital financial services offering of Personal Pay -Telecom's virtual wallet that uses Open Pass’ technology- both for individuals and companies.
Secretary of Energy introduces significant news in the Corporate Renewable PPA Market – Expansion of Transmission Facilities
The Secretary of Energy has issued Resolution 360/2023 (“Resolution 360”) that introduces significant changes in the regulations of the Corporate Renewable PPA Market (“MATER”, for its Spanish acronym, Mercado a Término de Energías Renovables).
Certain large power consumers (i.e., mining, refineries, and other industries) may also have an interest in Resolution 360 whereby such regulation enables the request for dispatch priority in connection with future transmission expansions that may be undertaken by players in the power demand area.
As of the regulations introduced, dispatch priority may now be requested by renewable generators, large users (or a combination thereof).
Resolution 360 seeks (among other goals) to: (a) promote completion of renewable projects under construction, (b) address curtailment matters (by allowing a revamped mechanism of dispatch priority award), and (c) enable financing/funding from the private sector.
We understand that Resolution 360 is a positive step that will help continuing developing the MATER, in turn allowing off-takers to source their consumption needs from the grid through corporate PPA. Some of the matters addressed by Resolution 360 were discussed in the seminar held by our firm with Aires Renewables – a summary of this seminary may be accessed here.
Main changes included in Resolution 360 are:
1.Association between renewable projects associated and large users with an incremental power demand
Under Resolution 360, new renewable projects are allowed to submit before the ISO (CAMMESA) a request for dispatch priority with respect to joint incremental power demand projects equal to or greater than 10 MW.
Such request must be submitted by the renewable generator jointly with the off taker for which the request is being filed.
2. Transmission expansions associated to MATER projects
Renewable generation projects acting under the MATER may undertake transmission expansion works. Such projects will have dispatch priority.
3. Partial curtailment mechanism
For existing transmission facilities with no full availability to assign dispatch priority (i.e., dispatch priority granted for less than the installed capacity of the renewable project), the ISO (CAMMESA) may assign partial dispatch priority.
In any case, under this alternative, generators will be able to deliver energy into the grid with a 92% probability (i.e., 8% curtailment chances).
4. Other modifications
(a) Legacy renewable projects are allowed to enter the MATER
Resolution 360 enables legacy renewable generators under GENREN to act within the MATER, subject to meeting certain criteria and paying an entry-fee.
(b) Amendments to Resolution 281 and complementary provisions
Resolution 360 introduced:
- For those projects with dispatch priority that have not complied with the committed date for COD with committed commercial operation date are banned from requesting dispatch priority for the following four (4) quarters following the committed date for COD.
- However, COD may be extended for 720 days if a late COD penalty is paid.
- Partial COD is allowed in which case dispatch priority will be pro rata. Late COD penalties will be calculated for the capacity that is not operational.
(c) Funding of a Transmission Fund
Finally, Resolution 360 determined that all receivables (e.g., fees, extension requests, relocation requests and access to the MATER requests) will be destined to a fund for transmission expansion works.
For additional information, please contact Nicolás Eliaschev, Javier Constanzó, Daiana Perrone and/or Rocío Valdez.
Celulosa Argentina S.A.’s U$S10,295,290 Additional Class 17 Notes Offering
Counsel to Celulosa Argentina S.A. in the issuance of 9.50% Additional Class 17 Notes for U$S10,295,290 due August 8, 2025 under its U$S 150,000,000 Global Notes Program. Additional Class 17 Notes are denominated in U.S. dollars and payable in Argentine pesos.
Additional Class 17 Notes are additional to 9.50% Class 17 Notes for U$S9,337,600 due August 8, 2025, issued on August 8, 2025.
After the inssurrance of the Additional Clase 17 Notes, the outstanding total amounts of Class 17 Notes are U$S 19.632.890.
Banco de Servicios y Transacciones S.A., Puente Hnos. S.A., Facimex Valores S.A., Portfolio Investment S.A. and Zofingen Securities S.A. acted as placement agents of Additional Class 17 Notes. Banco de Servicios y Transacciones S.A. and Puente Hnos. S.A. acted as arrangers of the issuance, and Banco de Servicios y Transacciones S.A. also acted as settlement agent of this issuance.
The Secretary of Energy introduces new rules allowing early termination of PPAs and to help free up transmission capacity
On April 25, 2023, the Secretary of Energy issued Resolution No. 284/2023 (“Resolution 284” and the “SE”), which includes new rules allowing early termination of Power Purchase Agreements (“PPA”) entered under Resolution No. 202/2016 of the former Ministry of Energy and Mining that have not yet achieved commercial operation date (“COD”), and RenovAr 2 and 3.
The purpose of Resolution 284 is to help free up power transmission capacity, in turn making it available to new projects and subject to request for dispatch priority.
Similarly, Resolution SE No. 1,260/2021 had already contemplated the right to amend the terms of PPAs under RenovAr 1, 1.5, 2 and 3, in addition to early-exit rights (for additional information on Resolution SE No. 1260/2021, please click here). However, Resolution 284 only allows early termination and is limited to PPAs under Resolution No. 202/2016 of the former Ministry of Energy and Mining and RenovAr 2 and 3.
Following the enactment of Resolution 284, Annex 3 of the Corporate Market Regime (MATER, for its Spanish acronym, Mercado a Término de Energías Renovables) that is updated and published periodically by Compañía Administradora del Mercado Mayorista Eléctrico Sociedad Anónima (CAMMESA), should be followed closely to see whether the capacity being released will be included in such annex and if dispatch priority requests will be allowed with respect to such new capacity.
Please see below a summary of Resolution 284.
1. Key takeaways of Resolution 284
1.1. Eligible projects for early termination
Projects with PPA under (a) Resolution 202/2016 of the former Ministry of Energy and Mining, that have not obtained COD, and (b) RenovAr 2 and 3, may choose to voluntarily terminate their PPA.
1.2. Requirements for early termination
Projects that may choose to voluntarily terminate their PPA must:
- Make a one-off payment of US$ 35,000 per MW;
- Waive to any right, action or administrative, judicial, extrajudicial or arbitration claim, either in local or foreign venue, against the National Government, the SE and/or CAMMESA;
- Indemnify the National Government against, and hold the National Government harmless from, any action, administrative, judicial, extrajudicial, extrajudicial or arbitration claim, either in local or foreign venue, that may be asserted by its shareholders or controlling, controlled or affiliates; and
- Waive to any tax benefits granted thereto.
1.3. Deadline for requesting early termination
All requests must be filed with CAMMESA within a term no longer than 30 calendar days as of April 25, 2023 (i.e., May 25, 2023). Since May 25 and 26, 2023 are holidays in Argentina, it is advisable to confirm with CAMMESA if requests will be received on the business day immediately thereafter (i.e., May 29, 2023).
2. Additional matters
The proceeds of the termination payments will be destined to the Fund for the Development of Renewable Energies (“FODER”, for its Spanish acronym, Fondo para el Desarrollo de las Energías Renovables).
Projects that are early terminated will also be required to terminate their FODER Joinder Agreement.
For additional information, please contact Nicolás Eliaschev, Javier Constanzó and/or Rocío Valdez.