TRSYM and Bruchou act on new Albanesi offering
Tavarone Rovelli Salim & Miani acted as counsel to Grupo Albanesi and Bruchou & Funes de Rioja as counsel to the arrangers and underwriters in the offering of its Class XXXIX Notes for a par value of US$ 353,963,822, in which Generación Mediterránea (GEMSA) and Central Térmica Roca (CTR) acted as co-issuers, and Albanesi Energía (AESA) as guarantor.
The transaction consisted of a liability management operation comprising: (a) an exchange offer of Class X Notes due 2027, and Class XXII and XXXI Secured Notes due 2026 and 2027 (together, the ‘Existing Notes’), which were voluntarily exchanged for Class XXXIX Notes for an aggregate nominal value of US$ 268,674,033. 033, and the consent solicitation to the holders of the Existing Notes; and (b) the issuance of integrated cash Class XXXIX Notes for a nominal value of US$ 141,000,000, the proceeds of which were used by the Co-Issuers to cancel the Class XXII and XXXI Secured Notes that were not voluntarily surrendered in exchange under the Exchange Offer and Consent Solicitation.
The Exchange Offer and Consent Solicitation was launched on 9 October and closed on 8 November 2024, while the New Issue was launched on 10 October. The Class XXXIX Notes were issued on 30 October for a nominal amount of US$ 350,258,606 and on 8 November for an additional nominal amount of US$ 3,705,216.
In addition, the Co-Issuers obtained the consent of the holders of the Class X Notes to eliminate certain covenants and events of default, and all of the outstanding Class XXII and XXXI Secured Notes were redeemed on 13 November.
The Class XXXIX Notes were issued at a fixed interest rate of 11.00% nominal per annum, at a price equal to 98.556% of their nominal value, maturing on 1 November 2031, under its programme of simple Notes (non-convertible into shares) for a total nominal value of up to US$ 1,000,000,000,000 (or its equivalent). 1,000,000,000,000 (or its equivalent in other currencies or units of measurement or value) (the ‘GEMSA-CTR Programme’), and are initially secured by a guarantee trust, a first priority registered pledge and a pledge over the shares of AESA.
Simultaneously, in order to comply with certain commitments assumed under the Co-Issuers‘ Class XXXV, XXXVI, XXXVII and XXXVIII Notes and under AESA’s Class XV, XVI, XVII and XVIII Notes, the Co-Issuers’ Class XL and XLI Notes and AESA’s Class XIX and XX Notes were offered in exchange to the holders of such notes, which have the same terms and interest rate as the Class XXXIX Notes and are secured by the same guarantee trust and the same first priority registered pledge securing the Class XXXIX Notes, respectively, respectively, which have the same term and interest rate terms as the Class XXXIX Notes, and are secured by the same collateral trust and pledge with first priority registration as the Class XXXIX Notes. The Class XL and XLI Notes were issued by the Co-Issuers for an aggregate nominal value of US$ 17,0866,392, under the GEMSA-CTR Programme. The Class XIX and XX Notes were issued by AESA for an aggregate nominal value of US$ 12,077,185, under its programme of simple negotiable obligations (not convertible into shares) for a total nominal value of up to US$ 250,000,000 (or its equivalent in other currencies or units of measurement or value).
In the issuance of the Class XXXIX Notes, The Bank of New York Mellon acted as trustee, paying agent, registrar and transfer agent; TMF Trust Company (Argentina) acted as collateral agent and trustee; Citigroup Global Markets, J.P. Morgan Securities and Santander US Capital Markets acted as arrangers and international underwriters; BCP Securities and Latin Securities Agente de Valores acted as international underwriters; Balanz Capital Valores acted as co-arrangers; and Balanz Capital Valores, Latin Securities, Banco Santander Argentina, Banco de Servicios y Transacciones, Puente Hnos, SBS Trading, Allaria, Invertironline, Invertir en Bolsa, Bull Market Brokers, Inviu, Banco de la Provincia de Buenos Aires, Neix, Adcap Securities Argentina, PP Inversiones and Cocos Capital acted as information agents and local placement agents.
María Mercedes Cabello acted as in-house counsel to the Co-Issuers and AESA; while Leonardo Pirolo acted as in-house legal counsel to TMF Trust Company (Argentina).
TRSYM acted as local counsel to the Co-Issuers and AESA, through a team comprising partners Francisco Molina Portela (pictured centre, left) and Marcelo Tavarone (pictured left), and associates Ximena Sumaria, Agustín Ponti, Eduardo Cano, María Clara Pancotto and Nicolás De Palma.
Skadden Arps Slate Meagher & Flom advised the Co-Broadcasters and AESA in New York, through a team that included partner Alejandro González Lazzeri (pictured centre, right), and associates Alejandro Ascencio, Mónica Pérez-Banuet Farell, Rodrigo Carmona and Gabriel Nicolás Borgogno Córdoba.
Bruchou’s team was led by partner José María Bazán (pictured right), with support from associates Leandro Exequiel Belusci, Juan Rosatto, Quimey Lia Waisten and Lucía De Luca.
Gibson Dunn & Crutcher advised the international arrangers and underwriters in New York through a team represented by partners Tomer Pinkusiewicz and Anita Girdhari, external consultant Rodrigo Surcan, and associates Jorge Saldana, Paul Rafla and Amaranta Chuquihuara.
Jones Walker acted as New York counsel to The Bank of New York Mellon under the supervision of partner Wish Ziegler.
