Petroquímica Comodoro Rivadavia S.A. and Luz de Tres Picos S.A. Place US$400,000,000 Notes in the International Markets
Our team advised BBVA Securities Inc., Itau BBA USA Securities Inc., Santander US Capital Markets LLC and Balanz Capital UK LLP, as international initial purchasers (the “International Initial Purchasers”); Galicia Capital US, LLC, as international sales agent (the “International Sales Agent”); and Allaria S.A., Balanz Capital Valores S.A.U., Banco de Galicia y Buenos Aires S.A., Banco Santander Argentina S.A. and Industrial and Commercial Bank of China (Argentina) S.A.U., as local placement agents (the “Local Placement Agents”), in connection with the co-issuance by Petroquímica Comodoro Rivadavia S.A. (“PCR”) and Luz de Tres Picos S.A. (“LDTP”) of their Class 1 Notes, for an aggregate principal amount of US$400,000,000 (the “Notes”).
The transaction marks a milestone for the Argentine capital market as it is the first co-issuance of notes completed under the new simplified public offering regime established by General Resolution No. 1095/2025 of the Argentine Securities Commission (Comisión Nacional de Valores), which comprehensively modernized the regime applicable to issuers and allows the joint and several issuance of notes by up to five affiliated issuers under the same program. PCR and LDTP thus became the first companies in the Argentine market to rely on this new framework.
The Notes are denominated and payable in U.S. dollars abroad, bear interest at a fixed rate of 8.500% per annum and mature on July 28, 2034. Principal will be amortized in three annual installments equal to 33%, 33% and 34% of the original principal amount issued, payable in 2032, 2033 and 2034, 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 Class 1 Notes took place on July 22, 2026, and the issue and settlement date was July 28, 2026.
Legal advice was provided by partners Marcelo R. Tavarone and Francisco Molina Portela and associates Juan Cruz Carenzo, Azul Namesny, Bárbara Valente, Melina Dirakis and Francisco Lemesoff.
Legal Advice in the Issuance of Banco de Servicios y Transacciones S.A.U.’s Series XXIX and XXX Notes
Legal counsel to Banco de Servicios y Transacciones S.A.U., Invertironline S.A.U., Provincia Bursátil S.A., Banco Patagonia S.A., ST Securities S.A.U., Macro Securities S.A.U., SBS Trading S.A., Buenos Aires Valores S.A., Allaria S.A., Schweber Securities S.A., and Nuevo Chaco Bursátil S.A., as placement agents, in connection with the issuance by Banco de Servicios y Transacciones S.A.U., dated July 15, 2026, of its Series XXIX Notes, denominated and payable in U.S. Dollars in Argentina, bearing interest at a fixed annual nominal rate of 5.00%, due July 19, 2027, in an aggregate principal amount of US$20,518,672, and its Series XXX Notes, denominated in UVA, bearing interest at a fixed annual nominal rate of 6.00%, due July 15, 2028, in an aggregate principal amount of UVA 4,191,519 (equivalent to approximately US$5,700,000), issued under its Global Program for the Issuance of Simple Notes (Non-Convertible into Shares) for up to US$100,000,000 (or its equivalent in other currencies or units of value).
Banco de Servicios y Transacciones S.A.U., Invertironline S.A.U., Provincia Bursátil S.A., Banco Patagonia S.A., ST Securities S.A.U., Macro Securities S.A.U., SBS Trading S.A., Buenos Aires Valores S.A., Allaria S.A., Schweber Securities S.A. and Nuevo Chaco Bursátil S.A. acted as placement agents.
Export duty reduction
Decree No. 566/2026 (hereinafter, “Decree 566”), published on the Official Gazette on 07/01/2026:
- Sets export duties at 0% for the tariff classification numbers listed in Annex I thereto (industrial products and petroleum‑derived goods from the chemical, petrochemical, plastics, mineral, non‑ferrous metals, automotive, fertilizers, rubber and rubber manufactures, steel, metallurgical industries, scrap, and electrical waste sectors).
- Establishes in its Annex II a 12-month schedule for the monthly progressive reduction of exports duties applicable to goods classified under the tariff classification numbers listed therein (goods from the chemical, plastics, fertilizers, and automotive sectors which were previously subject to 4.5% and 3% export duties.), setting exports duties at 0% as of June 1, 2027.
- Establishes in its Annex III a 12-month schedule for the monthly progressive reduction of exports duties applicable to for the goods classified under NCM 2707.30.00, 2707.99.90, 2710.12.10, 2710.12.30, 2710.12.90, and 2710.19.19 (certain petroleum‑derived fuels), in cases where the international price of crude oil is equal to or higher than the Reference Value established in Article 7 of Decree 488/2020 setting those exports duties at 0% as of June 1, 2027.
Decree 566 will enter into force today, July 2, 2026, except for the reduction of export duties for goods listed in Annex I thereto, which entered into force on July 1, 2026.
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For further information, please contact Gastón Miani or Andrea Callegari.
Inversora Juramento S.A.’s Series VII Notes for US$ 30,000,000
Legal counsel to Inversora Juramento S.A. in the issuance of 6.35% Series VII Notes for US$ 30,000,000, due June 25, 2028. The Series VII Notes were issued on June 25, 2026 under the Global Notes Program for an amount of up to US$100,000,000.
Macro Securities S.A.U. acted as arranger, settlement agent and placement agent, and Banco de Galicia y Buenos Aires S.A., Banco Patagonia S.A., Balanz Capital Valores S.A.U., Banco C.M.F S.A., Banco de la Provincia de Buenos Aires y Banco Santander Argentina S.A. acted as placement agents.
Amendment to Import Regime for Used Production Lines
Decree No. 483/2026 (hereinafter, “Decree 483”), published on the Official Gazette on 06/23/2026 and in force as from 06/24/2026 which amends the Import Regime for Used Production Lines established by Decree 1174/2016 (herein after, the “Regime”), in order to promote greater competitiveness and employment, expanding its scope, and setting new requirements, deadlines, and procedures. In particular, Decree 483:
- reduces the minimum investment requirement in new domestic goods from 30% to 10% of the FOB value of imported used goods;
- keeps the age limit on goods to be imported (no more than 20 years) but extends it to 30 years for those that have undergone reconstruction and/or updating processes to extend their useful life cycle;
- reduces the timeframe for project implementation to one year, allowing for an extension for justified reasons;
- expand the object to include plants dedicated to energy generation;
- includes used goods intended for the treatment and/or disposal of air, soil, and/or water pollutants that are integrated into plants producing tangible goods or energy, whether new or already existing, located within the premises of the beneficiary company, as well as goods intended to form and install an automated smart storage system (smart warehouse);
- allows importing goods under the Regime with proof that the application is in process
- introduces changes regarding compliance control and penalties;
- keeps the benefit of a 75% reduction in import duties applicable to the goods imported under the Regime, clarifying that newly imported goods will be taxed at the current standard rate;
- keeps the provision that exempts used goods imported under the Regime from the rules of Resolution 909/1994 of the former Ministry of Economy, which regulates the import of used capital goods; and
- instructs the Collection and Customs Control Agency (“ARCA”, as per its acronym in Spanish) to issue the necessary regulatory measures for implementation within 30 days.
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For further information, please contact Gastón Miani or Andrea Callegari.
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.