MSU Energy S.A. Makes Exchange Offer and New Offering of Senior Secured Notes for US$400,000,000
Counsel to MSU Energy S.A. as issuer in the issuance of its 9.750% Senior Secured Notes due 2030 for an aggregate principal amount of US$400,000,000. The transaction was launched on November 8 and closed on December 12.
The transaction consisted of a liability management operation that included:
- an exchange offer of the 6.875% Senior Notes due 2025 (the “2025 Notes”), which were voluntarily tendered in exchange for 9.750% Senior Secured Notes due 2030 (the “New Notes”) for an aggregate principal amount of US$223,352,460 (the “Exchange Offer”); and
- the issuance of additional New Notes for an aggregate principal amount of US$ 176,647,540 (the “New Money Issuance”), yielding net cash proceeds that, together with the US$222 million available for borrowing under MSU Energy’s Local Syndicated Loan dated November 7, 2024, will be sufficient to redeem any 2025 Notes that were not validly tendered and accepted for exchange pursuant to the Exchange Offer.
The Exchange Offer was launched on November 8, 2024, and closed on December 10, 2024, while the New Money Issuance pricing was on November 25, 2024. The issuance of the New Notes under the New Money Issuance took place on December 5, 2024, and the issuance of the New Notes under the Exchange Offer took place on December 12, 2024, both totaling an aggregate principal amount of US$400,000,000.
The New Notes were issued at a fixed annual interest rate of 9.750%, maturing on December 5, 2030, and are secured by a fiduciary assignment of receivables under certain PPAs and pledges over certain equipment of the Issuer´s Barker, Villa Maria and General Rojo power plants.
This successful transaction marks the completion of a complex refinancing process, enabling MSU Energy to significantly enhance its long-term debt profile and strengthen its financial position for future growth.
In the issuance of the New Notes, Citibank, N.A. acted as trustee, paying agent, registrar, and transfer agent; The Branch of Citibank, N.A., established in the Republic of Argentina acted as co-registrar, Argentine paying agent, Argentine transfer agent, trustee in Argentina, collateral agent and onshore security trustee and representative of the trustee in Argentina; Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Santander US Capital Markets LLC, Itau BBA USA Securities, Inc. and BBVA Securities Inc. acted as dealer managers and initial purchasers; Balanz Capital Valores S.A.U., Banco Santander Argentina S.A., Allaria S.A., Banco de Galica y Buenos Aires S.A.U., Industrial and Commercial Bank of China (Argentina) S.A.U. and Banco Supervielle S.A. acted as local placement agents.
“Total Assets III” Financial Trust for AR$10,000,000,000
Deal counsel in the issuance and placement in Argentina of trust securities for the aggregate of AR$ 10,000,000,000 issued under the “Total Assets III” 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, placement agent and settlement agent, and Macro Securities S.A.U., Nuevo Banco de Santa Fe S.A., Banco Patagonia S.A., Banco de Valores S.A., Banco Mariva S.A., Industrial Valores S.A., Adcap Securities Argentina S.A., Deal S.A., and Nación Bursátil S.A. acted as placement agents.
“CFA CRÉDITOS IV” Financial Trust for AR$9.500.000.000
Deal counsel in the issuance and placement in Argentina of trust securities for AR$9.500.000.000 issued under the “CFA CRÉDITOS IV” Financial Trust, in which Compañía Financiera Argentina S.A. (Efectivo Sí) acted as trustor, arranger, collection agent and placement agent, TMF Trust Company (Argentina) S.A. acted as financial trustee, Banco Patagonia S.A. acted as arranger and placement agent and Banco Comafi S.A, Adacap Securities Argentina S,A and Facimex Valores S.A acted as placement agents.
Province of Cordoba’s Class 4 Bonds Issuance for AR$ 120,000,000,000 (approximately US$ 118,362,654)
Legal counsel to the Province of Córdoba, as issuer, Banco de la Provincia de Córdoba S.A., as arranger and placement agent, and Banco Santander Argentina S.A., Banco de Servicios y Transacciones S.A., Banco de Galicia y Buenos Aires S.A.U., Macro Securities S.A.U., Banco Comafi S.A., Banco Patagonia S.A., Banco de la Nación Argentina, Puente Hnos S.A., Consultatio Investments S.A., Petrini Valores S.A., Becerra Bursátil S.A., Invertir en Bolsa S.A. and S&C Inversiones S.A., as placement agents, in the issuance of Province of Córdoba’s Class 4 Bonds (the “Class 4 Bonds”), under the Province of Cordoba’s Treasury Bonds Issuance Program for up to US$350,000,000. The payments due under the Class 4 Bonds are secured by a collateral assignment over rights of the Province of Córdoba arising from the Federal Tax Regime (Regimen de Coparticipación Federal). The Class 4 Bonds were issued in an aggregate principal amount of AR$ 120,000,000,000 equivalents to approximately US$ 118,362,654. Principal under the Class 4 Bonds is adjusted by the Reference Stabilization Index (Coeficiente de Estabilización de Referencia) plus a 9.75% interest rate. The Class 4 Bonds are due on December 5, 2027, and are repaid in two (2) amortization installments on June 5, 2027, and December 5, 2027. The proceeds of the Class 4 Bonds will be applied by the Province of Córdoba to the financing of the execution of infrastructure projects.
Province of Santa Fe Bonds Issuance for AR$ 50,000,000,000 (approximately US$ 49,566,294)
Legal counsel to Nuevo Banco de Santa Fe S.A., as Arranger and Lead Placement Agent; and to Banco de Servicios y Transacciones S.A., Banco Comafi S.A., Banco de Galicia y Buenos Aires S.A.U., Banco Patagonia S.A., Banco Santander Argentina S.A., Adcap Securities Argentina S.A., Consultatio Investments S.A., Facimex Valores S.A., Invertir en Bolsa S.A., and Puente Hnos. S.A. as Co-Placement Agents, in the issuance of Province of Santa Fe’s Bonds (the “Bonds”), under the Province of Santa Fe’s Bonds Issuance Program. The payments due under the Bonds are secured by arising from the Federal Co-Participation funds (Regimen de Coparticipación Federal). The Bonds were issued in an aggregate principal amount of AR$ 50,000,000,000 equivalents to approximately US$ 49,566,294. The Bonds are adjusted by accrued interest at BADLAR rate plus 6.40% per annum. The Bonds are due November 2027. The proceeds of the Bonds will be applied by the Province of Santa Fe finance road infrastructure projects, including highways, roads, and bridges, aimed at strengthening logistics infrastructure for access to the port area in the Greater Rosario Metropolitan Area, fostering economic development, and improving connectivity in the region.
Among the projects to be financed with the proceeds of the issuance are the "Camino del Mozo" project, which involves the construction of new access roads to port terminals between National Route No. 9 and Provincial Route No. 21; the "Camino de la Cremería" project, consisting of the structural reinforcement of Provincial Route No. 25 to meet its expected service life; and the "Third Lane Rosario-Santa Fe Highway" project, which entails the construction of an additional lane on the AP01 "Brigadier General Estanislao López" highway.
Grupo Albanesi Successfully Concludes an Exchange Offer and Consent Solicitation and a New International Issuance of Senior Secured Notes for US$353,963,822
Counsel to Generación Mediterránea S.A., Central Térmica Roca S.A., as co-issuers, and Albanesi Energía S.A., as guarantor, in the issuance of Class XXXIX Notes for an aggregate principal amount of US$353,963,822. The transaction was launched on October 9 and closed on November 8.
The transaction consisted of a liability management operation that included:
- an exchange offer of the Senior Notes Class X due in 2027, and Senior Secured Notes Class XXII and XXXI due in 2026 and 2027, which were voluntarily tendered in exchange for Senior Notes Class XXXIX for an aggregate principal amount of US$268,674,033, along with a consent solicitation to the holders of the Existing Notes; and
- the issuance of Senior Notes Class XXXIX for an additional aggregate principal amount of US$141,000,000, whose proceeds were used by the co-issuers to redeem the Senior Secured Notes Class XXII and XXXI that were not voluntarily tendered in the exchange offer and consent solicitation.
The offer targeted both the Argentine and international markets under exemptions provided by the U.S. Securities Act of 1933, as amended.
Simultaneously, to comply with commitments under the co-issuers' Senior Notes Classes XXXV, XXXVI, XXXVII, and XXXVIII, and AESA's Senior Notes Classes XV, XVI, XVII, and XVIII, new notes were offered to holders of these obligations: Senior Notes Classes XL and XLI issued by the co-issuers, and Senior Notes Classes XIX and XX issued by AESA. These new notes have the same terms of maturity and interest rate as the Senior Notes Class XXXIX and are secured by the same trust and first-priority pledges securing Class XXXIX.
The co-issuers issued Senior Notes Classes XL and XLI for an aggregate principal amount of US$17,086,392 under the GEMSA-CTR Program. AESA issued Senior Notes Classes XIX and XX for an aggregate principal amount of US$12,077,185 under its global program of simple (non-convertible) notes for a maximum aggregate principal amount of US$250,000,000 (or its equivalent in other currencies or units of measure).
In the issuance of the Senior Notes Class XXXIX, The Bank of New York Mellon acted as trustee, paying agent, registrar, and transfer agent; TMF Trust Company (Argentina) S.A. acted as Argentine collateral agent and trustee; Citigroup Global Markets Inc., J.P. Morgan Securities LLC, and Santander US Capital Markets LLC acted as international arrangers and placement agents; BCP Securities Inc. and Latin Securities S.A. Agente de Valores acted as international placement agents; Balanz Capital Valores S.A.U. acted as co-arranger; and Balanz Capital Valores S.A.U., Latin Securities S.A., Banco Santander Argentina S.A., Banco de Servicios y Transacciones S.A., Puente Hnos. S.A., SBS Trading S.A., Allaria S.A., Invertironline S.A.U., Invertir en Bolsa S.A., Bull Market Brokers S.A., Inviu S.A.U., Banco de la Provincia de Buenos Aires, Neix S.A., Adcap Securities Argentina S.A., PP Inversiones S.A., and Cocos Capital S.A. acted as local information agents and placement agents.
Municipality of Cordoba’s Series LI Treasury Notes Issuance for AR$ 19,000,000,000
Legal counsel to the Municipality of Cordoba, as issuer, Banco de la Provincia de Córdoba S.A., as arranger and placement, and to Banco Comafi S.A., Banco Hipotecario S.A., Banco de Servicios y Transacciones S.A., Puente Hnos. S.A., Banco de Galicia y Buenos Aires S.A.U., Banco Santander Argentina S.A., Facimex Valores S.A., Adcap Securities Argentina S.A., Banco Patagonia S.A., and Macro Securities S.A.U. as placement agents, in the issuance of Municipality of Cordoba’s Series LI Treasury Notes (the “Treasury Notes Series LI”), under the Municipality of Cordoba’s Treasury Notes Issuance Program. The payments due under the Treasury Notes Series LI are secured by certain rights of the Municipality to collect certain contribution charges over the commercial, industrial and services activity. The Treasury Notes Series LI were issued on November 19, 2024, for AR$ 19,000,000,000 at an annual floating interest rate equivalent to Badlar plus 6.99%, due on November 14, 2025.
Legal Advice in the Issuance of 360 Energy Solar S.A. Series 4 Notes for US$22,278,429 which Qualify as Green Bonds
Counsel to Banco de Galicia y Buenos Aires S.A.U., Banco BBVA Argentina S.A., Industrial and Commercial Bank of China (Argentina) S.A.U., Banco Comafi S.A., Banco de Servicios y Transacciones S.A., BACS Banco de Crédito y Securitización S.A., Balanz Capital Valores S.A.U., Invertir en Bolsa S.A., Banco Mariva S.A., and PP Inversiones S.A. in the issuance of 360 Energy Solar S.A. 8.00% Series 4 Notes for US$22,278,429 due October 30, 2027 (indistinctively, the “Series 4 Notes” or the “Notes”), issued under the Global Notes Program for an amount of up to U$S200,000,000 (or its equivalent in other currencies or other unit value).
Series 4 Notes qualify as Green Bonds.
The proceeds from the placement will be used to: (i) finance the construction, installation, commissioning, operation, and maintenance of photovoltaic solar parks and storage systems related to the Eligible Green Project Portfolio; (ii) integration of working capital; and (iii) integration of capital contributions in controlled or related companies. The Notes are denominated and payable in U.S. dollars in Argentina.
Banco de Galicia y Buenos Aires S.A.U., Banco BBVA Argentina S.A., Industrial and Commercial Bank of China (Argentina) S.A.U., Banco Comafi S.A.,Banco de Servicios y Transacciones S.A., BACS Banco de Crédito y Securitización S.A., Balanz Capital Valores S.A.U., Invertir en Bolsa S.A., Banco Mariva S.A., and PP Inversiones S.A. acted as placement agents of the Notes. Banco de Galicia y Buenos Aires S.A.U. and Banco BBVA Argentina S.A. acted as arrangers and, Banco de Galicia y Buenos Aires S.A.U., also acted as settlement agent.
Legal Advice in Petrolera Aconcagua Energía S.A.’s Notes Issuance
Counsel in the issuance of Petrolera Aconcagua Energía S.A.’s (i) Class XV simple notes for a total amount of U$S 30,617,307 (thirty million six hundred and seventeen thousand three hundred and seven hundred and seven U.S. Dollars) denominated and payable in U.S. Dollars, at a fixed interest rate of 9.00% nominal annual rate, maturing on October 28, 2028, and (ii) Class XVI simple notes for a total amount of U$S 18,159,306 (eighteen million one hundred and fifty-nine thousand three hundred and six U.S. Dollars) denominated in U.S. Dollars, to be paid in Pesos or through the delivery of Eligible Notes, payable in Pesos at the Applicable Exchange Rate, at a fixed interest rate of 8.00% nominal annual rate, maturing on October 28, 2028, under its Global Notes Program (not convertible into shares), for up to a maximum amount of U.S. Dollars 500,000,000 (or its equivalent in other currencies or units of value)
Banco de Servicios y Transacciones S.A., acted as arranger, settlement and placement agent of the Notes, Banco de Galicia y Buenos Aires S.A.U., Banco Santander Argentina S.A., Puente Hnos S.A. and Balanz Capital Valores S.A.U. acted as arrangers and placement agents of the Notes, and Banco Mariva S.A., Allaria S.A., Invertir en Bolsa S.A., Banco Supervielle S.A., SBS Trading S.A., Banco de la Provincia de Buenos Aires, TPCG Valores S.A.U., Invertironline S.A.U., Cocos Capital S.A., BACS Banco de Crédito y Securitización S.A., Neix S.A., Latin Securities S.A., Consultatio Investments S.A., Facimex Valores S.A. and PP Inversiones S.A. acted as placement agents of the Notes.
Municipality of Río Cuarto’s Series XXXVII Treasury Notes Issuance for AR$2,800,000,000
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, and Banco de Galicia y Buenos Aires S.A.U., Adcap Securities Argentina S.A., Banco de Servicios y Transacciones S.A., Facimex Valores S.A., and Global Valores S.A., as placement agents in the issuance of Municipality of Río Cuarto’s Series XXXVII Treasury Notes (the “Treasury Notes”), under the Municipality of Río Cuarto’s Treasury Notes Issuance Programme. The transaction closed on October 10 , 2024, and the Treasury Notes are secured by the Municipality's credits for contributions levied on commercial, industrial and service companies’ activities, and subsidiarily by the resources derived from the Federal Co-participation Regime. The Treasury Notes were issued for AR$2,800,000,000 at an annual floating interest rate equivalent to Badlar plus 10,97%, due on July 10, 2025.