Legal Advice in the Mandatory Tender Offer of Celulosa Argentina S.A.
Legal counsel to Esteban Antonio Nofal, as purchaser, in the structuring and implementation of the mandatory tender offer (“Tender Offer”) for control of Celulosa Argentina S.A. (the “Company”), within the framework of the acquisition of control of the Company.
The transaction involved the indirect acquisition of 41% of the Company’s share capital and voting rights through the purchase of 100% of Tapebicua LLC, as well as the direct acquisition of an additional 4.48% of the Company’s share capital and voting rights. The transaction took place in the context of the Company’s insolvency proceedings, aimed at restructuring an approximate US$ 128 million debt.
As part of the change of control, the purchase price for the acquired shares was US$ 1 for the entire share package, which also included the release of certain guarantees granted by the selling shareholders in favor of the Company’s creditors.
The Tender Offer was carried out in accordance with the Capital Markets Law and the regulations of the Comisión Nacional de Valores (“CNV”), involving regulatory, corporate and capital markets aspects, including coordination with regulatory authorities and implementation through the custody system of Caja de Valores S.A.
Regarding the equitable price of the Tender Offer, the CNV resolved to exempt the purchaser from the obligation to consider the average trading price of the shares during the preceding six-month period, in light of the Company’s financial distress. Accordingly, the price was determined based on the highest price paid by the purchaser in the twelve months prior to the change of control, also taking into account the value of the released guarantees.
The offer was supported by a special report issued by independent auditors Lisicki Litvin Auditores S.A., and secured by a performance guarantee in the form of a surety bond provided by Sancor Cooperativa de Seguros Limitada.
The Company’s shares are listed on Bolsas y Mercados Argentinos S.A. (“BYMA”).
Banco del Sol S.A. 5,439,359 UVAs Subordinated Series 1 Notes Offering
Counsel to Banco del Sol S.A. in the issuance of 2% Series I Subordinated Notes for 5,439,359 UVAs (Unidades de Valor Adquisitivo) due March 11, 2032, issued under the Notes Program for an amount up to US$ 300,000,000. The Notes were issued in accordance with the regulations set forth by the Argentine Comisión Nacional de Valores and the regulations issued by the Banco Central de la República Argentina for tier 2 capital.
Banco del Sol S.A. and Allaria S.A. acted as placement agents. Banco del Sol S.A. also acted as arranger and settlement agent of the issuance.
Luz de Tres Picos S.A. US$ 49.624.241 Series 5 Notes Offering
Counsel to Balanz Capital Valores S.A.U., Banco de Galicia y Buenos Aires S.A., Banco Santander Argentina S.A., Option Securities S.A., Allaria S.A., PP Inversiones S.A., Facimex Valores S.A., BACS Banco de Crédito y Securitización S.A., Banco Patagonia S.A., Industrial and Comercial Bank of China (Argentina) S.A.U., Industrial Valores S.A. y Banco Hipotecario S.A., in the issuance by Luz de Tres Picos S.A. of its 8.00% fixed annual nominal rate, Series 5 Notes for US$ 49.624.241 denominated, integrated and payables in U.S. Dollars in Argentina, maturing on February 26, 2029, under its US$ 300,000,000 Global Notes Program.
Balanz Capital Valores S.A.U., Banco de Galicia y Buenos Aires S.A., Banco Santander Argentina S.A., Option Securities S.A., Allaria S.A., PP Inversiones S.A., Facimex Valores S.A., BACS Banco de Crédito y Securitización S.A., Banco Patagonia S.A., Industrial and Comercial Bank of China (Argentina) S.A.U., Industrial Valores S.A. and Banco Hipotecario S.A., acted as placement agents of the Series 5 Notes. Banco de Galicia y Buenos Aires S.A. also acted as settlement agent for the Series 5 Notes.
Luz de Tres Picos S.A., is an Argentine electric power generation company from renewable resources, operating in a responsible and efficient manner and actively contributing to the country’s development. The company will use the net proceeds from the Series 5 Notes issuance for the refinancing of liabilities.
MSU Energy S.A.’s US$ 59,743,617 Series XIII Notes Offering
Counsel to Banco de Galicia y Buenos Aires S.A., Banco Santander Argentina S.A., Puente Hnos. S.A., Global Valores S.A., Banco de la Provincia de Buenos Aires, Balanz Capital Valores S.A.U., Banco Hipotecario S.A., BACS Banco de Crédito y Securitización S.A., One618 Financial Services S.A.U., Banco de Valores S.A., Industrial and Commercial Bank of China (Argentina) S.A.U., Invertironline S.A.U., Banco Supervielle S.A., PP Inversiones S.A., Banco BBVA Argentina S.A., Industrial Valores S.A., Adcap Securities Argentina S.A., and Banco de Servicios y Transacciones S.A.U. in the issuance by MSU Energy S.A. of its 7.50% fixed annual nominal rate, Series XIII Notes for US$ 59,743,617 denominated, integrated and payables in U.S. Dollars in Argentina, maturing on October 30, 2027, under its US$ 900,000,000 Global Notes Program.
The net proceeds from the Series XIII Notes issuance will be used for the refinancing of liabilities, through the prepayment of principal installments under MSU Energy S.A.’s local syndicated loan, in accordance with Central Bank of Argentina Communication “A” 8390.
Banco de Galicia y Buenos Aires S.A., Banco Santander Argentina S.A., Puente Hnos. S.A., Global Valores S.A., Banco de la Provincia de Buenos Aires, Balanz Capital Valores S.A.U., Banco Hipotecario S.A., BACS Banco de Crédito y Securitización S.A., One618 Financial Services S.A.U., Banco de Valores S.A., Industrial and Commercial Bank of China (Argentina) S.A.U., Invertironline S.A.U., Banco Supervielle S.A., PP Inversiones S.A., Banco BBVA Argentina S.A., Industrial Valores S.A., Adcap Securities Argentina S.A. and Banco de Servicios y Transacciones S.A.U. acted as arrangers and placement agents of the Series XIII Notes. Banco de Galicia y Buenos Aires S.A. also acted as settlement agent for the Series XIII Notes.
“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$S 500,000,000.
Banco de Galicia y Buenos Aires S.A., Balanz Capital Valores S.A.U., Banco Santander Argentina S.A., Industrial and Commercial Bank of China (Argentina) S.A.U., Option Securities S.A., Allaria S.A., Macro Securities S.A.U., Cocos Capital S.A., Invertir en Bolsa S.A., Invertironline S.A.U., Banco Supervielle S.A. and Global Valores S.A. acted as placement agents of the Series 6 Notes. Banco de Galicia y Buenos Aires S.A. also acted as settlement agent for the Series 6 Notes.
IEB Construcciones S.A. Executes its Second Follow-on
Legal advisors in the offering of 12,302,724 new Class B shares of IEB Construcciones S.A., under the Automatic Authorization Regime for Public Offering of Shares due to its Medium Impact of the Comisión Nacional de Valores.
Invertir en Bolsa S.A. acted as Organizer and Placement Agent, while Bull Market Brokers S.A. and Macro Securities S.A.U. acted as Placement Agents for the New Shares.
Province of Cordoba’s Class 5 and Class 6 Notes Issuance for AR$ 185,313,339,352 (approximately US$ 128,815,055)
Legal counsel to the Province of Córdoba, as issuer, and Banco de la Provincia de Córdoba S.A., as arranger and placement agent, in the issuance of Province of Córdoba’s class 5 notes (the “Class 5 Notes”) and class 6 notes (the “Class 6 Notes”, and together with the Class 5 Notes, the “Notes”), under the Province of Cordoba’s Treasury Notes Issuance Program for up to US$485,000,000. The payments due under the Notes are secured by a collateral assignment over rights of the Province of Córdoba arising from the Federal Tax Regime (Régimen de Coparticipación Federal).
The Class 5 Notes were issued in an aggregate principal amount of AR$74,873,578,027 (equivalent to approximately US$52,046,864), bearing a floating interest rate equal to the TAMAR rate plus a 5.50% margin. The Class 5 Notes mature on December 5, 2027, and are repaid in two (2) installments of 25% and 75%, due on June 5, 2027, and December 5, 2027, respectively.
The Class 6 Notes were issued in an aggregate principal amount of AR$110,439,761,325 (equivalent to approximately US$76,769,982). Principal under the Class 6 Notes is adjusted by the Reference Stabilization Index (Coeficiente de Estabilización de Referencia) and bears interest at a rate of 9.75% per annum. The Class 6 Notes mature on December 5, 2027, and are repaid in two (2) installments of 25% and 75%, due on June 5, 2027, and December 5, 2027, respectively.
The proceeds of the Notes will be applied by the Province of Córdoba to the financing of the execution of infrastructure projects included in its 2025–2026 investment plan.