“San Cristóbal Caja Mutual I” Financial Trust for AR$ 3,545,479,639
Deal counsel in the issuance and placement in Argentina of trust securities for AR$ 3,545,479,639 issued under the “San Cristóbal Caja Mutual I” Financial Trust, in which San Cristóbal Caja Mutual entre Asociados de San Cristobal Sociedad Mutual de Seguros Generales 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. and San Cristobal Servicios Financieros S.A. acted as placement agents.
Province of Córdoba’s Debt Issue for US$ 800,000,000
Legal counsel to Province of Córdoba, as the Issuer, and Banco de la Provincia de Córdoba S.A., as financial agent, in the issuance of US$ 800 million worth of sovereign debt in an offering that settled on February 3, 2026. The Notes bear a 8.600% annual coupon and mature on February 3, 2035. The Province of Córdoba used a portion of the notes sale – US$33.937 million – to repurchase US$ 33,533,562 aggregate principal amount of its U.S Dollar Step-Up Notes due 2027.
J.P. Morgan Securities LLC and Santander US Capital Markets LLC acted as global coordinators and joint book-running managers, Balanz Capital UK LLP and Puente Hnos. acted as international selling agents, Banco de la Provincia de Córdoba S.A. acted as Argentine manager and placement agent, and Banco Santander Argentina S.A., Banco de Galicia y Buenos Aires S.A., Puente Hnos S.A., S&C Inversiones S.A., Macro Securities S.A.U., Becerra Bursátil S.A., Balanz Capital Valores S.A.U. y Facimex Valores S.A. acted as Argentine placement agents. Under the indenture, Deutsche Bank Trust Company Americas acted as trustee, registrar, principal paying agent and transfer agent.
Province of Chaco ’s Serie Bonds Issuance for AR$65,050,000,000 (approximately US$ 45,132,239)
Legal counsel to Puente Hnos. S.A. and Nuevo Chaco Bursátil S.A., as co-arrangers and co-placement agents, and Banco de la Nacion Argentina, Global Valores S.A., Banco de Servicios y Transacciones S.A.U., GMC Valores S.A. and Schweber Securities S.A. as sub-placement agents, in the issuance of Province of Chaco’s Serie II Bonds (the “Serie II Bonds”), under the Province of Chaco’s Treasury Bonds Issuance Program for up to US$ 90,000,000. The payments due under the Serie II Bonds are secured by a collateral assignment over rights of the Province of Chaco arising from the Federal Tax Regime (Regimen de Coparticipación Federal). The Serie II Bonds were issued in an aggregate principal amount of AR$65,050,000,000, equivalents to approximately US$ 45,132,239 Principal under the Serie II Bonds is adjusted by the Wholesale Interest Rate (TAMAR) applied to fixed-term deposits denominated in Argentine pesos plus a 7.00% interest rate. The Serie II Bonds are due on January 30, 2027, and will be repaid in full on such date. The proceeds of the Serie II Bonds will be used exclusively to repay the debt service obligations maturing in February and March 2026, corresponding to loans obtained in 2019 and 2021 from the Financial Fund for the Development of the Rio de la Plata (FONPLATA) and the international bond issued in 2016 and restructured in 2021. Any remaining balance will be allocated to cover subsequent maturities.
Legal Advice in the Issuance of Loma Negra Compañía Industrial Argentina S.A.´s Series 6 Notes for US$ 60,000,000
Counsel to Banco de Galicia y Buenos Aires S.A., Balanz Capital Valores S.A.U., Banco Santander Argentina S.A., Industrial and Commercial Bank of China (Argentina) S.A.U., Option Securities S.A., Allaria S.A., Macro Securities S.A.U., Cocos Capital S.A., Invertir en Bolsa S.A., Invertironline S.A.U., Banco Supervielle S.A. and Global Valores S.A. as placement agents, in the issuance of Loma Negra Compañía Industrial S.A.’s Series 6 Notes for U$S 60,000,000 denominated and payable in U$S in Argentina, at an 6.5% annual interest rate, due January 23, 2029. The Series 6 Notes were issued under the company´s global notes program for an amount of up to U$S 500,000,000.
Banco de Galicia y Buenos Aires S.A., Balanz Capital Valores S.A.U., Banco Santander Argentina S.A., Industrial and Commercial Bank of China (Argentina) S.A.U., Option Securities S.A., Allaria S.A., Macro Securities S.A.U., Cocos Capital S.A., Invertir en Bolsa S.A., Invertironline S.A.U., Banco Supervielle S.A. and Global Valores S.A. acted as placement agents of the Series 6 Notes. Banco de Galicia y Buenos Aires S.A. also acted as settlement agent for the Series 6 Notes.
Update on the Mobile Unit Value
On January 16th, 2026 the Official Gazette published Resolution No. 6/2026 issued by the Antitrust Tribunal, which updated the value of the mobile unit for year 2026 to AR$ 1,450.05. This value will remain in effect until the value corresponding to year 2027 is published.
As a result, economic concentration transactions in which the combine turnover in Argentina of both the acquiring group and the target companies exceeds the amount of AR$ 145,005,000,000.00 (approximately US$ 97,976,351.35, considering the exchange rate as of December 30, 2025) must be notified within seven (7) calendar days following the closing of the transaction. As from November 17, 2026, such transactions will be subject to mandatory pre-closing notification.
Certain transactions will remain exempt from the notification requirement. In particular, no filing will be required where both the purchase price and the value of the local assets being acquired or transferred each do not exceed the amount of AR$ 29,001,000,000.00 (approximately US$ 19,728,571.43 at today’s exchange rate), provided that the acquiring group has not engaged in other economic concentrations in the same relevant market during the preceding year, where the aggregate amount of such transactions exceeded the aforementioned threshold, or in the last 3 years, where the aggregate amount exceeded AR$ 87,003,000,000.00 (approximately US$ 59,185,714.29 at today’s exchange rate).
Failure to comply with the notification deadlines may result in fines of up to AR$ 1,087,537,500.00 (approximately US$ 739,821.43 at today’s exchange rate) per day of delay, if other calculation methods are not applicable.
In addition, fines for anticompetitive conduct may reach up to AR$ 290,010,000,000.00 (approximately US$ 197,285,714.29 at today’s exchange rate), if other calculation methods are not applicable.
For further information, please do not hesitate to contact competencia@tavarone.com.
IEB Construcciones S.A. Executes its Second Follow-on
Legal advisors in the offering of 12,302,724 new Class B shares of IEB Construcciones S.A., under the Automatic Authorization Regime for Public Offering of Shares due to its Medium Impact of the Comisión Nacional de Valores.
Invertir en Bolsa S.A. acted as Organizer and Placement Agent, while Bull Market Brokers S.A. and Macro Securities S.A.U. acted as Placement Agents for the New Shares.
Public Tender for the Power Transmission System Expansions
On December 29th, 2025, the National Executive Branch published Decree No. 921/2025 (“Decree 921”), which provides that the expansion works of the power transmission system (the “Expansion Works”) characterized as a priority by Resolution No. 715/2025 of the Ministry of Economy (see our comments here), will be carried through the procedure of National and International Public Tender under the terms of the Public Works Concession Law No. 17,520.
This process is framed within the Resolution No. 311/2025 of the Secretary of Energy (see our comments here) and recently incorporated Article 31 bis of Law No. 24,065 (through the amendments made by Decree No. 450/25) which introduced within the power transmission system expansion modalities for the Argentine Interconnection System (“SADI”), the modality established by Law No. 17,520, as amended (see our comments here).
In that regard, Decree 921 designates the Ministry of Economy as Enforcement Authority of the concession agreements and empowers the Secretary of Energy to, among other faculties, approve tender specifications, launch the open call for bids and execute the awarded concession agreements.
Prior to the open call, the Secretary of Energy shall update the power regulation to include transmission expansions via public works concession and prepare the tender documents of the following Expansion Works: (i) AMBA I, (ii) 500 kV Río Diamante – Charlone – O’Higgins Line; and (iii) 500 kV Puerto Madryn – Choele Choel – Bahía Blanca Line.
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For additional information, please contact Nicolás Eliaschev, Javier Constanzó, Daiana Perrone, Macarena Becerra Martínez, Victoria Barrueco, or Manuel Crespi.
Public Tender for the Sale of Energía Argentina S.A.’s 50% stake in CITELEC S.A.
On December 23, 2025, the Argentine Ministry of Economy issued Resolution 2090/2025, launching a national and international multi-stage Public tender No. 504/2-0002-CPU25 (the “Tender”) for the sale of 50% of the share capital in Compañía Inversora en Transmisión Eléctrica CITELEC S.A. (“CITELEC”) held by Energía Argentina S.A. (“EA” and such shares, the “EA Shares”). The resolution also approved the terms and conditions (the “Terms”) and the model share purchase agreement (the “SPA”).
1. Background
Article 7 and Annex I of Law 27,742 declared EA subject to privatization. In this context, Decree 286/2025 authorized the full privatization of EA, to be implemented in stages through the separation of activities and assets by business unit, while ensuring the continuity of service and completion of ongoing works. The decree expressly authorized the sale of EA Shares (see our comments here).
Subsequently, Resolution 1050/2025 initiated the process and ordered the preparation of the tender documents and the call for a national and international multi-stage public tender for the sale of the EA Shares (see our comments here).
2. Key Terms of the Tender
2.1. Tender Schedule
- Deadline for submitting questions regarding the Terms: March 13, 2026, 4:00 p.m.
- Deadline for submitting bids: March 23, 2026, 9:30 a.m.
- Opening of Envelope 1: March 23, 2026, 10:00 a.m.
2.2. Scope of the Tender and minimum eligible price for offers
CITELEC’s share capital is currently equally held by EA and Pampa Energía S.A., each owning 277,756,431 shares, representing 50% of the company’s capital stock.
Under the Tender, EA will sell all of its shares in CITELEC, consisting of 38,771 class A shares, 236,054,194 class B shares, and 41,663,466 class C shares.
CITELEC is the controlling company of Compañía de Transporte de Energía Eléctrica en Alta Tensión Transener S.A. (“TRANSENER”), the sole concessionaire of Argentina’s high-voltage electricity transmission infrastructure, holding 52.65% of its share capital. CITELEC also indirectly controls Empresa de Transporte de Energía Eléctrica por Distribución Troncal de la Provincia de Buenos Aires S.A. (“TRANSBA”), the concessionaire responsible for the bulk electricity transmission network serving the Province of Buenos Aires.
Accordingly, the Tender implements the legal mandate to privatize certain state-controlled enterprises under Law 27,742 through the sale of shares in a company that co-controls strategic assets in the Argentine electricity sector.
The base price for EA’s Shares has been set at US$ 206,200,000, which is the minimum eligible price for any offer.
2.3. Eligibility Requirements
Bids may be submitted by domestic and by foreign entities.
If awarded, a foreign bidder must incorporate a local company in Argentina prior to executing the SPA.
If the bid is submitted by a consortium, all members must meet the legal and financial requirements and incorporate company in Argentina, in accordance with the ownership percentages indicated in the bid.
Entities disqualified from contracting with the Argentine National Public Administration, entities controlled by foreign sovereign states, parties engaged in corrupt practices, or other parties subject to the restrictions set forth in the Terms may not participate in the Tender.
2.4. Financial requirements
To be prequalified and advance to the second stage of the Tender, bidders must demonstrate, based on their most recent annual financial statements:
- Net worth equal to or greater than the base price; and
- Solvency ratio of at least 1.
Bidders must also submit financial statements for the last three fiscal years, or, if unavailable, an accounting certification, evidencing their financial position.
2.5. Tender Procedure
The tender will be conducted through the Contrat.Ar platform in a multi-stage process. Bids must be submitted in two envelopes:
- Envelope 1: containing the legal and financial documentation proving the bidder's legal and financial capacity required under the Terms.
- Envelope 2: containing the financial offer, which may not be lower than the base price. The bid must be expressed in U.S. dollars and will be payable in Argentine pesos, at the selling exchange rate reported by the Banco de la Nación Argentina on the business day prior to closing.
2.6. Bid Bond
Bidders must provide a bid bond equal to 10% of the base price, in favor and satisfaction of the Ministry of Economy, valid for 180 days from the date of submission, and automatically renewable for the same period.
The bid bond may be provided by bank deposit, an irrevocable and unconditional bank guarantee, or a standby letter of credit.
2.7. Awarding Criteria
The Tender will be awarded to the bidder that, after prequalifying in the evaluation of Envelope 1, offers a greater amount.
2.8. Conditions Precedent and Closing
Closing is subject to the prior fulfillment of customary conditions precedent, including:
- Obtaining authorization from the Ente Nacional Regulador de la Electricidad;
- The representations and warranties of each party shall be true, accurate and complete as of the closing date; and
- Compliance with the obligations set forth in the SPA.
2.9. Shame clause
Pursuant to the SPA, if the original purchaser resells the EA Shares within 24 months following closing, it must pay an amount equal to 50% of the positive difference between the original purchase price and the resale price.
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For further information, please contact Nicolás Eliaschev, Javier Constanzó, Federico Otero, Julián Razumny, Milagros Piñeiro, Macarena Becerra, or Marcos Quiroga Pizzorno.
Call for bids for the concession of the Paraná-Paraguay Waterway
In 2021, Decree 949/2020 empowered the Ministry of Transport to call for and award the tender for the public works concession for the modernization, expansion operation and maintenance of the signaling system and dredging and redredging tasks (the “Tender” and the “Concession”, respectively) of the waterway between kilometer 1238 of the Paraná River and the Natural Deep Water Zone in the outer Río de la Plata (the “Waterway”).
Subsequently, given the imminent expiration of the awarded concession contract, the General Port Administration S.E. took over the Concession for a 12-month period, which was extended until a new concessionaire was awarded. Provision 34/2024 of the Ports and Waterways Subsecretary called for a public tender for the selection of the new concessionaire, but it was cancelled after receiving only one bid.
In this context, after a public hearing and the submission of comments by the interested parties, Resolution 67/2025 (“Resolution 67”) of the Argentinean Ports and Waterways Agency (“ANP” for its Spanish acronym) called for a new Tender and approved its general terms and conditions and technical specifications (the “Tender Documents”).
The most relevant aspects of the call are detailed below:
1. Tender Schedule
- Deadline for submitting questions regarding the Tender Documents: January 28, 2026, at 11:59 p.m.
- Deadline for submitting bids: February 27, 2026, at 1:00 p.m.
- Opening of Envelope No. 1: February 27, 2026, 1:00 p.m.
2. General Conditions of the Tender
The Tender is a multi-stage tender, which requires bidders to submit their bids in three envelopes: the first for documentation proving compliance with the legal requirements, the second for the technical memorandum and a works plan, and the third for the financial bid, which must include the pricing sheet for Stages 0, 1 and 2.
3. Submission of Bids
Bids must be submitted exclusively through the Contrat.Ar platform, for which interested parties must be previously registered in the category “State Co-contractors,” subcategory “Concessionaire Law No. 17.520” in accordance with Provision 84/2024 of the National Contracting Office and Resolution 35/2024 of the Deputy Executive Chief of Staff.
4. Participation and Special Requirements
As a condition to participate, bidders must be legal entities, either domestic or foreign, with the power to enter into legal obligations in Argentina. These entities may participate individually or in associations, but cannot choose both options or participate in more than one.
Legal entities directly or indirectly controlled by sovereign states or state agencies, as well as temporary joint ventures, among others, are excluded from the Tender.
If awarded, bidders must establish a special purpose vehicle with an equal or greater term than the Concession’s maximum. In addition, it must prohibit any change in ownership that affects its control.
5. Economic Requirements
Bidders must prove compliance of the following financial requirements:
- Total net assets greater than US$ 300,000,000;
- Minimum turnover greater than US$ 450,000,000, in all respects;
- Solvency factor greater than 1.40;
- Liquidity factor greater than 0.9;
- Debt ratio less than 2.5; and
- An average annual turnover from dredging activities greater than US$ 300,000,000 and minimum profitability of US$ 30,000,000 for all activities.
6. Experience Requirements
Bidders must have experience in dredging works in ports and channels for the improvement and maintenance of navigation conditions, conducted with their own equipment, which must exceed a volume of 1,000,000 m3 of removed materials. These works must have been made in waterways that allow the navigation of vessels with a depth of more than 8 m.
Only records dating from after 2016 will be taken into account. In the case of associations, only the records of the member with a share of forty percent (40%) or more will be considered.
In particular, bidders are required:
- Total dredging volume of not less than 15,000,000 m3;
- Monthly dredging volume exceeding 500,000 m3, excluding backfilling or filling, with own equipment with a draft of less than 8.5 m;
- Experience in the implementation or maintenance of signaling systems;
- To have six suction dredgers built after 1994, with a maximum draft of 8.5 m and an installed onboard power of no less than 4,000 kW. In addition, the combined hopper capacity of four of the dredgers must not be less than 20,000 m3.
- Emissions rating and ISO 9001, 14001, and 45001 certifications.
Bidders must appoint a technical representative, who will represent the Concessionaire before the National Executive Branch and the ANP (the “Issuing Authority”) and receive service orders. This person must be a civil or port engineer and must demonstrate experience in positions related to the organization, management, inspection, and/or technical representation of dredging works in Argentina.
7. Technical Memorandum
Bidders must submit a technical report and a work plan indicating the tasks to be performed, the volumes to be removed, and the dredgers to be used in each sector and for each task.
The descriptive report of the tasks to be performed must include, among other information, the mobilization and demobilization plans, the delivery plan, minutes and transfer of the concession and equipment, stages, and expected deadlines.
The work plan and program must include the general proposal for dredging, signaling, technification, and spill response.
8. Financial Offer
The financial offer shall consist of the transport tariff for the segments between the Paraná and Río de la Plata rivers, for each of the Concession’s stages.
Furthermore, the bidder must submit:
- The financial plan for the concession, stating the expected income and expenses;
- A financing commitment for a minimum amount equivalent to 50% of the total investments foreseen for the works;
- Estimated price for the dredging service for port access.
9. Bid Bond
As a condition of validity of their bids, bidders must include a bid bond of US$ 20.000.000, for a period equal to the bid validity term, including any possible extensions.
10. Award
The contract will be awarded to the bidder who, after successfully passing envelope 1’s evaluation, obtains the highest scores out of a total of 200 points, taking into account both their technical (envelope 2) and financial (envelope 3) proposals.
11. Main Characteristics of the Contract
The concession contract consists of the modernization, expansion, operation, and maintenance of the signaling system, dredging and redredging tasks, and maintenance of the Waterway. It will have a term of 25 years, which may be extended for an additional period not exceeding 20% of the original term.
The concession is divided into the following three stages:
- Stage 0: it will last for one year from the date of takeover, during which maintenance and improvements to the signaling system must be carried out. In addition, the bidder must submit the necessary documentation for the execution of the dredging works in Stage 1.
- Stage 1: upon approval of the documentation, the concessionaire shall perform the works corresponding to Stage 1, consisting of: (i) widening of the Brown Channel and (ii) deepening and adaptation of the riverbed of the Paraná Bravo and Paraná Guazú rivers. During this stage, the concessionaire must submit the necessary documentation for the execution of the works in Stage 2.
- Stage 2: begins with the submission of the relevant documentation and extends throughout the execution of the Stage 2 dredging works until the end of the Concession.
12. Contractual Guarantees
12.1. Contract Performance Guarantee
A guarantee of US$ 40,000,000 must be provided in favor of the Issuing Authority to secure the contract.
12.2. Special Guarantee
The concessionaire must also provide a guarantee in the amount of US$ 35.000.000 to secure the obligation to settle the outstanding debt with current creditors of the Waterway.
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For more information or inquiries on this matter, please contact Nicolás Eliaschev, Javier Constanzó, Daiana Perrone, Macarena Becerra Martínez, or Manuel Crespi.
Normalization of the Wholesale Electricity Market: Additional Provisions on Fuel Management
On December 10, 2025, the Secretary of Energy (the “SE”) published Resolution 501/2025 (“Resolution 501”) which complements Section 3.1 of the “Rules for the Normalization of the Wholesale Electricity Market and its Progressive Adaptation” (the “Rules” and the “WEM”), approved by Resolution SE 400/25 (see our comments on this regulation here), related to the decentralized and competitive fuel management scheme applicable to thermal power generation.
In this regard, Resolution 501 is framed within the transitional period established by Decree 450/2025 (see our comments on said regulation here) and the provisions of the Rules concerning fuel management, setting complementary rules for Plan Gas withdrawals, defining assignment of contracts, dispatch and remuneration of gas, and ensuring decentralization of fuel management in the WEM under clear cost and operational conditions.
Resolution 501 introduces complementary guidelines to the scheme for the withdrawal of volumes under Plan Gas, as detailed below:
- Contract assignment: Producers withdrawing gas may request to Compañía Administradora del Mercado Mayorista Eléctrico S.A (“CAMMESA”) to assign their contractual position to a generator.
- Dispatch using withdrawn gas: Generators that use gas that has been withdrawn from Plan Gas are considered self-managed and are dispatched within the WEM based on declared variable cost of production (“CVP”).
- CVP of generators with WEM contracts: Thermal generators contracting with CAMMESA to secure volumes within Plan Gas may declare a CVP, which shall be limited by capped and floored values (maximum value based on reference prices, and minimum set at seventy-five percent (75%) of those reference prices).
- Dispatch: Gas volumes allocated under Plan Gas shall be dispatched following the same conditions applicable to other centrally administered Plan Gas contracts and may be complemented by volumes from contracts with CAMMESA if needed.
- Remuneration: Payment is proportional to self-consumed volumes; recognition applies if CAMMESA bears costs for unused gas.
- Dispatch Priority: The use of gas volumes under Plan Gas does not grant dispatch priority.
- Irrevocability of Withdrawn Gas: The withdrawal option is irrevocable unless the Rules are amended to the contrary.
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For additional information, please contact Nicolás Eliaschev, Javier Constanzó, Daiana Perrone, Milagros Piñeiro, Macarena Becerra, María Paz Albar Díaz, Rocío Valdez, Victoria Barrueco, Sol Villegas Leiva, or Manuel Crespi.