Legal Advice in the Issuance of MSU Green Energy Places US$400,000,000 Guaranteed Notes in the International Capital Markets
Our teams advised J.P. Morgan Securities LLC, Santander US Capital Markets LLC and BBVA Securities Inc., as international initial purchasers, and Balanz Capital Valores S.A.U., Bull Market Brokers S.A., Banco de Galicia y Buenos Aires S.A., Banco Santander Argentina S.A., Cucchiara y Cía. S.A. and Industrial and Commercial Bank of China (Argentina) S.A.U., as local placement agents, and TMF Trust Company (Argentina) S.A., as trustee, in connection with the issuance by MSU Green Energy S.A. of its Class 4 Guaranteed Notes, for an aggregate principal amount of US$400,000,000.
The Notes are denominated and payable in U.S. dollars abroad, bear interest at a fixed rate of 9.750% per annum and mature on June 16, 2036. Principal will be amortized in three annual installments equal to 33%, 33% and 34% of the original principal amount issued, payable in 2034, 2035 and 2036, respectively.
The transaction consisted of an international offering to qualified institutional buyers in the United States of America pursuant to Rule 144A under the Securities Act of 1933, and to investors outside the United States pursuant to Regulation S, together with a public offering in Argentina under the regulations of the Argentine Securities Commission.
The Notes were placed through a book-building process conducted by the international initial purchasers in accordance with the terms of the offering documents. The pricing of the Notes took place on June 8, 2026, and the issue and settlement date was June 16, 2026.
The Notes are secured by a fiduciary assignment for guarantee purposes created in favor of TMF Trust Company (Argentina) S.A., as trustee, over certain collection rights and revenues arising from the issuer’s power purchase agreements. The structure also contemplates the incorporation of additional assets and rights, including certain collection rights of Chocón Hidroeléctrica Argentina S.A. and future restricted subsidiaries, in accordance with the terms of the offering documents.
The Notes qualify as Green Bonds and were issued under MSU Green Energy’s Green Financing Framework, which is aligned with the Green Bond Principles of the International Capital Market Association (ICMA), the guidelines of the Argentine Securities Commission and the guidelines of Bolsas y Mercados Argentinos S.A. (BYMA). In this context, Sustainable Fitch issued a Second-Party Opinion concluding that the framework presents an “Excellent” alignment with the applicable international standards, supporting the eligibility of the Notes as Green Bonds.
Citibank, N.A. acted as trustee, registrar, paying agent and transfer agent for the Notes; TMF Trust Company (Argentina) S.A. acted as collateral trustee; and the Branch of Citibank, N.A. established in the Republic of Argentina acted as co-registrar, paying agent in Argentina, transfer agent in Argentina and representative of the trustee in Argentina.
This transaction reaffirms MSU Green Energy’s access to the international capital markets and represents a new milestone for the financing of Argentine energy projects through instruments aligned with sustainability criteria.
ternacionales de capitales y representa un nuevo hito para el financiamiento de proyectos energéticos argentinos mediante instrumentos alineados con criterios de sostenibilidad.
Legal Advice on the Creation of Argentina's First REIT
We acted as legal counsel to Ciclo Nova Asset Management S.A. on the issuance of the first tranche of the closed-end real estate investment fund (Fondo Común de Inversión Cerrado Inmobiliario) "REIT Ciclo Nova," Argentina's first Real Estate Investment Trust (REIT), for a face value of AR$66,327,251,000 (approximately US$45,000,000). The offering raised US$45 million across 3,452 orders, and the fund's units are listed on BYMA under the ticker "REIT," marking a historic milestone that links the real estate market with the capital markets and allows retail investors to access, with subscriptions starting at AR$1,000, real estate investments traditionally reserved for large tickets.
“San Cristóbal Caja Mutual II” Financial Trust for AR$ 3,630,998,873
Deal counsel in the issuance and placement in Argentina of trust securities for AR$ 3,630,998,873 issued under the “San Cristóbal Caja Mutual II” 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 agentes.
Legal Advice in the Issuance by Banco de la Provincia de Buenos Aires of Series V and Series VI Bonds for US$97,001,564
Counsel to Banco de Galicia y Buenos Aires S.A., Banco Santander Argentina S.A., Banco BBVA Argentina S.A., Balanz Capital Valores S.A.U., Macro Securities S.A.U., Invertironline S.A.U., Provincia Bursátil S.A., Allaria S.A., One618 Financial Services S.A.U., and Cocos Capital S.A., as placement agents, in connection with the issuance by Banco de la Provincia de Buenos Aires of US$31,757,262 Series V bonds, denominated and payable in U.S. dollars at a 4.25% fixed annual nominal interest rate (the "Series V Bonds"), and ARS93,650,444,625 Series VI bonds , denominated and payable in Pesos issued at a floating interest rate equal to the TAMAR rate plus a margin of 4.00% (the "Series VI Bonds" and, together with the Series V Bonds , the "Bonds "). The Bonds were issued on June 8, 2026 under the Global Program for the Issuance of Short-, Medium- and Long-Term Debt Securities for a maximum aggregate outstanding principal amount of US$1,500,000,000 (or its equivalent in other currencies and/or units of value or measurement) and are due on June 8, 2027.
Legal Counsel to Concret-Nor S.A. in the acquisition of 40% of Pilotes Trevi S.A.C.I.M.S.
Our Corporate and Customs & Tax teams acted as legal counsels to Concret-Nor S.A. (“Concret-Nor”) on its acquisition of 40% of the share capital and voting rights of Pilotes Trevi S.A.C.I.M.S. (“Pilotes Trevi”) from Trevi S.p.A. (“Trevi”).
Pilotes Trevi is an Argentine company engaged in providing construction, consulting, and engineering services in the field of special foundations, including piling, drilling, grouting, civil works, and sheet piling.
Trevi is an Italian company, part of the Trevi Group, a world leader in underground engineering and in the design and production of specialized machinery and equipment in the sector.
Concret-Nor it’s an engineering and construction company founded with private Argentine capital, specializing in road, port, hydraulic, civil works, sanitation, and earthmoving projects, among others.
The Corporate team included our partner Federico Salim and associates Paula Cerizola, Consuelo Ortiz, and Lourdes González López.
The Customs and Tax team included our partners Gastón Miani and Leonel Zanotto, and associates Ludmila López and Mariela Choi.
Export Duty Reduction Applicable to Grains and Subproducts
Decree No. 423/2026 (hereinafter, “Decree 423”), published on the Official Gazette on 06/03/2026 and in force as from 6/04/2026, reduces export duties applicable to grains and subproducts as follows:
- Wheat, barley, malt (grains/seeds and by-products): reduction of up to 2 percentage points from the effective date of Decree 423 (Annex I).
- Soy, corn, sunflower, and sorghum (grains/seeds and by-products): gradual reduction between January 2027 and December 2028 according to the schedule provided there, applicable according to the shipping date declared in the Sworn Statement of Export Sale (“DJVE”) (Annex II)
- Soy and its derivatives: the schedule contemplates a decrease of 0.25 percentage points per month starting in January 2027 and 0.5 percentage points per month starting in January 2028, applicable according to the shipping date declared in the DJVE (Annex II).
- Biodiesel made from alternative oils, such as safflower, rapeseed, carinata, and camelina: reduction to 0% (Annex III)
- Biodiesel not included in the previous point: reduction schedule of 0.25% monthly starting in January 2027 and 0.50% monthly starting in 2027.
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For further information, please contact Gastón Miani or Andrea Callegari.
“Grupo GEP Colservice I” Financial Trust for AR$ 16,050,426,390
Deal counsel in the issuance and placement in Argentina of trust securities for AR$ 16,050,426,390 issued under the “Grupo GEP Colservice I” Financial Trust, in which Colservice S.A. de Ahorro para Fines Determinados acted as trustor, collection agent and residual beneficiary, TMF Trust Company (Argentina) S.A. acted as trustee, Eco Valores S.A. acted as arranger and Banco De Galicia Y Buenos Aires S.A. and Eco Valores S.A. acted as placement agentes.
AySA Tender and Privatization Process
Within the framework of the privatization of Argentine Water and Sanitation Corporation S.A. (“AySA”), pursuant to Law No. 27,742 (the “Foundations Law”) and Decree No. 494/2025, the Ministry of Economy published Resolution No. 704/2026, authorizing the call for national and international public tender offers for the acquisition of ninety percent (90%) of AySA’s shares held by the National Government (the “Tender”), and approved the Bidding Terms and Conditions (the “Tender Documents”).
The remaining ten percent (10%) of the share capital is owned by the company’s employees participating in the Participated Ownership Program (Programa de Propiedad Participada) governed by Law No. 23,696.
Moreover, on April 27, 2026, the Ministry approved, through Resolution No. 543/2026, the form of concession agreement to be entered into between the National Government and AySA (the “Concession Agreement”).
The main aspects of the Tender and the Concession Agreement are as follows:
1. Purpose of the Tender
The Tender seeks to transfer 90% of AySA’s share capital held by the National Government and to appoint a new operator under a long-term concession scheme.
2. Preliminary Tender Schedule
The Tender’s preliminary schedule provides that bids must be submitted by August 27, 2026, at 10:00 a.m., and that inquiries may be submitted until August 12, 2026, at 10:00 a.m.
3. General Terms of the Tender
The Tender is a national and international multi-stage process, requiring bidders to submit their bids in two envelopes. The first envelope will contain documentation proving compliance with legal, financial, and technical requirements, while the second envelope will contain the economic offer.
The offer shall consist of a bid submitted by individuals or legal entities, whether individually or jointly, duly registered in the Contrat.Ar system, and shall include a bid maintenance guarantee in the amount of USD 25,000,000. The successful bidder must incorporate a local corporation, acting as Strategic Operator, prior to the execution of the share purchase agreement.
The Tender will be awarded to the bidder who complies with the legal, financial and technical requirements and has submitted the highest economic offer in US dollars. In the event that the bids of two or more bidders are identical, they will be requested to improve their bids.
4. Form of Concession
The form of concession agreement provides for a 30-year term, renewable once for an additional 10 years subject to compliance with AySA’s obligations and establishes a tariff regime based on ordinary and extraordinary tariff reviews, periodic adjustments, and recognition of operating costs, investments, and cost of capital. The agreement also requires AySA to grant performance guarantees linked to pending investments and authorizes the assignment, as security, of credit rights arising under the Concession Agreement in favor of creditors.
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For further information, please contact Nicolás Eliaschev, Javier Constanzó, Daiana Perrone, Milagros Piñeiro, Macarena Becerra Martínez, Nair Ivanoff Ravnensky, Victoria Barrueco, Sol Villegas Leiva, María Paz Albar Díaz, Manuel Crespi, or Fermín Bartos.
New Regulation for Natural Gas Distribution Projects
On April 27, 2026, the National Gas Regulatory Authority (“ENARGAS”, by its acronym in Spanish) issued Resolution No. 435/2026 (“Resolution 435”), approving a new regulatory framework for authorizations under section 16 of Law No. 24.076 –referred to the construction of large-scale works carried out by gas transportation and distribution companies– (the “Rules”). In this regard, Resolution 435 supersedes the previous rules, issued by the ENARGAS through Resolution No. I 910/2009 (“Resolution 910”).
The main changes introduced by the Rules are as follows:
Resolution 435 enables the use of an ENARGAS web-based application for the submission of authorization and submission forms within the project approval process. The same system will be used for uploading technical information that must subsequently be notified to ENARGAS.
The Rules classify projects as “Large‑scale” or “Non‑Large‑scale”. The latter category expands the range of projects exempt from prior authorization, maintaining the general structure of the previous framework, by including isolated facilities within the system, such as pressure‑reducing plants, metering stations, odorization facilities and scraper traps. It also extends to thirty (30) calendar days the deadline for distribution companies to respond to requests from sub‑distributors or third parties regarding their priority to carry out the construction, as well as the operation and maintenance, of the project.
Moreover, Resolution 435: (i) introduces the contracting party as a financing party, (ii) requires increased transparency regarding economic viability, and (iii) replaces the previous scheme with a new digital system.
Another change introduced by Resolution 435 relates to the time limit for notifying ENARGAS of the suspension or halt of projects. The Rules do not establish a specific deadline; instead, they require the distribution company to inform ENARGAS of the project’s status and the reasons underlying such situation. At the same time, the Rules grant ENARGAS the authority to revoke project authorizations where (i) the project has not been initiated by the authorized entity, (ii) any delays have not been duly justified, and (iii) a third party expresses interest in continuing the project.
The Rules maintain the obligation to preserve the compensation granted to the contributing user until it is fully exhausted, while extending the period for the incorporation of new beneficiaries from two (2) to ten (10) years.
Sub-Annex I of the Rules introduces new requirements applicable to authorization requests, including the submission of a supply feasibility confirmation by the transporter/distributor and authorization to connect to its systems, together with information on gas availability for the project. It also reduces the project evaluation horizon from thirty-five (35) to ten (10) years, thereby modifying a key parameter of the economic analysis.
The criteria for justifying contributions in non-viable projects remain in effect, as set forth in Resolution 910, but now include additional procedural requirements. Sub-Annex V of the Rules introduces a mandatory web-based application, replacing the individual cash flow models. It also replaces the use of average costs derived from tariff margins with actual marginal costs based on affidavits submitted in accordance with Resolution No. 1976/2000.
Lastly, applications submitted prior to the entry into force of Resolution 435 will continue to be governed by the rules set forth in Resolution 910 and its complementary regulations.
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For more information, please contact Nicolás Eliaschev, Javier Constanzó, Milagros Piñeiro, and/or Fermín Bartos.
Privatization of Belgrano Cargas y Logística S.A.: Provisions Applicable to the Sale of Rolling Stock
On April 28, 2026, in connection with the privatization of Belgrano Cargas y Logística S.A. (“BCyL”), which was initiated by Resolution No. 1049/2025 (“Resolution 1049”) of the Ministry of Economy, pursuant to the authorization granted by Decree No. 67/2025 (See our comments here), the National Executive Branch issued Decree No. 282/2026 (“Decree 282”)
Decree 282 establishes that resources obtained from the sale of the rolling stock included in the concession process of the railway lines and adjacent real estate of General Belgrano, General San Martín and General Urquiza Lines (“Lines”), shall be assigned to the Transport Infrastructure System Trust Fund (“Trust”)
In this regard, the Ministry of Economy was instructed to allocate the relevant proceeds to the Trust account opened under Resolution 1049, execute any necessary amendments to the trust agreement, and issue any supplementary implementing rules. It was also entrusted with determining the sale price of the rolling stock, which may not be lower than the valuation issued by the National Valuation Tribunal in connection with the BCyL privatization process.
Decree 282 also instructed the Secretariat of Transport to identify the rolling stock to be included in the track concession processes for the Lines, in accordance with the applicable tender documents.
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For additional information, please contact Nicolás Eliaschev, Javier Constanzó, Juan Pablo Bove, Paula Cerizola, Macarena Becerra, Cristian Bruno, Manuel Crespi, Nair Ivanoff Ravnensky, and/or Fermín Bartos.