MOFM, Bomchil and Beccar Varela advise on an AA2000 exchange

Marval O’Farrell Mairal, Bomchil and Beccar Varela have assisted in the exchange of negotiable obligations of Aeropuertos Argentina 2000

 Marval O’Farrell Mairal, Bomchil and Beccar Varela have advised on the exchange of Aeropuertos Argentina 2000’s 6.875 % secured notes due 2027 for an original par value of $400,000. 000 US dollars, issued in 2017, as well as the exchange of its PIK Class 1 Series 2020 Additional 6.875 % Cash/9.375 % secured notes due 2027 for an original face value of $306,000,066 US dollars, issued in 2020, for new Class 1 Series 2021 8.500 % notes due 2031, which were issued on 28 October for a total face value of $208,949,631 US dollars.

The exchange achieved a high level of acceptance among holders, who received exchange offers of $13,060,000, representing 24.61% of the total outstanding principal amount of the Series 2017 Notes equivalent to $53,067,858, and $218,151,768, representing 66.83% of the total outstanding principal amount of the Series 2020 Notes equivalent to $326,427,904 (before application of the redemption factor). On 28 October 2021, AA2000 issued the new notes in exchange for a total nominal amount of $208,949,631.

The new negotiable obligations issued by AA2000 will be secured by the same collateral as the negotiable obligations delivered in exchange (i.e., the fiduciary assignment in security of international and regional air station usage fees) and, additionally, on a subordinated basis, in respect of cargo fees for import and export services provided by a business unit of AA2000.

The exchange offer was launched by AA2000 in the context of the COVID-19 pandemic, which has severely affected domestic and international air traffic and, therefore, AA2000’s financing needs.

The local arrangers, Banco de Galicia y Buenos Aires S. A. U. and Industrial and Commercial Bank of China (Argentina) S. A. U., were assisted by Marval O’Farrell Mairal; while the international arrangers, Citigroup Global Markets Limited, Goldman Sachs & Co. LLC and Santander Investment Securities Inc. were advised both by Marval O’Farrell Mairal locally and by Linklaters LLP in the US; Bomchil acted as legal counsel in Argentina for AA2000, together with Greenberg Traurig acting as its US counsel, and a team of AA2000’s in-house counsel. The Argentine collateral agent was the Citibank N.A. Branch established in the Republic of Argentina, being advised by Beccar Varela. Likewise, the agent for the issue, Citibank N.A., was advised in Argentina by Beccar Varela and in the US by Alston & Bird.

Finally, it should be noted that MOFM, Bomchil and Beccar have already participated as advisors both in the issuance of the notes issued by AA2000 in 2017, in the exchange of the 2017 notes for the 2020 notes and in the granting of certain loans granted to AA2000 in 2019, 2020 and 2021 and their refinancing (which will take place after the exchange offer). In addition, MOFM and Bomchil also acted as advisors in the initial public offering of the shares of Corporación América Airports S.A., the parent company of AA2000.

AA2000 has been the largest airport concessionaire in Argentina since 1998, and has the right – under a concession contract with the Argentine State – to use, operate and manage 35 of the 54 airports in the Argentine airport system, including two of the busiest airports in Argentina.

Bomchil’s team consisted of partners Patricio Martin (pictured bottom right) and Maria Victoria Funes (pictured bottom left) and associates María Victoria Tuculet, Luciano Zanutto and Emir Faita.

Greenberg Traurig’s team was led by partners Marc Rossell and Drew Altman, assisted by associates Godric Shoesmith and Santos Gonzalez Victorica.

AA2000’s in-house counsel were Andrés Zenarruza and Candela López Linetti.

MOFM’s team was led by partner Roberto E. Silva (pictured top left), with the support of associates Agustina Ranieri, Francisco Abeal, Martin I. Lanus (currently working as a foreign associate in the United States), Pablo H. Lapiduz and Cecilia V. Ramos.

Linklaters LLP was led by partner Conrado Tenaglia, together with counsel Alejandro Gordano and associates Juan Mata, Madeleine Blehaut and Monica Pérez-Banuet Farell.

Beccar Varela’s team was led by partner Daniel Levi (pictured top right), accompanied by associate Maria Ines Cappelletti.

Finally, the Alston & Bird team was led by partner Adam Smith assisted by associate Gina Masterson.