Several firms act in new issue of Grupo Albanesi

Several firms have acted as legal advisors in the co-issuance by Generación Mediterránea and Central Térmica Roca, part of Grupo Albanesi, of their Class XXII Notes at an initial fixed rate of 13.25% nominal annual par value of US $74,999,000.

The co-issuance was carried out on 26 July under the Simple Negotiable Obligations Programme (not convertible into shares) for a total nominal value of up to US$1,000,000,000 (or its equivalent in other currencies or units of measurement or value).

In the transaction Tavarone Rovelli Salim & Miani (TRSYM) acted as local counsel to the co-issuers, while Skadden Arps Slate Meagher & Flom advised both entities in New York; Bruchou & Funes de Rioja acted as local counsel to the underwriters, the local transfer agent and the investors; Gibson Dunn & Crutcher acted as New York counsel to the investors; and Jones Walker acted as New York counsel to The Bank of New York Mellon.

The Class XXII Notes, maturing on 26 July 2026, were placed in Argentina through a public offering to “qualified investors” only and an unregistered international offering in the United States to (i) “accredited investors” in the United States pursuant to Rule 501(a) of Regulation D of the U.S. Securities Act of 1933, as amended (the “Securities Act”), who are also “qualified institutional investors” under Rule 144A under the Securities Act, and (ii) outside the United States pursuant to Rule 144A of the Securities Act, (the “Securities Act”); and (ii) outside the United States, to persons who are not “US persons” (as defined in Rule 902 under the Securities Act) and who are not acquiring Class XXII Notes for the account or benefit of a US person, in “offshore” transactions pursuant to Regulation S under the Securities Act.

The proceeds of the placement were used in part to refinance the Notes issued by the co-issuers in the amount of US$336,000,000 at a fixed interest rate of 9.625% nominal per annum and maturing in July 2023.

The Class XXII Notes are secured by a guarantee trust and certain pledges with first priority registration.

The Bank of New York Mellon acted as trustee, paying agent, registrar, transfer agent and settlement agent. Balanz Capital Valores acted as local transfer agent. TMF Trust Company (Argentina) acted as collateral agent and trustee under the collateral trust. SBS Trading, Banco de Servicios y Transacciones, and Balanz Capital Valores acted as underwriters.

Fabiana Marcela López León, Claudio Gastón Mayorca and María Mercedes Cabello acted as in-house counsels to Grupo Albanesi. Leonardo Pirolo acted as in-house counsel to TMF Trust Company (Argentina).

TRSYM’s team was led by partners Marcelo Tavarone (pictured left) and Francisco Molina Portela (pictured centre, left), with support from associates Ximena Sumaria, Agustín Ponti, Quimey Lia Waisten and Sebastián Chibán Zamar.

Skadden’s team included partner Alejandro González Lazzeri (pictured centre, right), and associates Alejandro Ascencio, Jenny Ferron and Elvira Pérez.

Bruchou’s team comprised partner José María Bazán (pictured right), and associates Leandro Exequiel Belusci, Josefina Mortola Saiach and Pedro María Azumendi.

Gibson Dunn & Crutcher’s team consisted of partner Tomer Pinkusiewicz, and associates Marie M. Kwon and Alvaro Rueda.

Jones Walker team was represented by partner Wish Ziegler.