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$1,500,000,000 (or its equivalent in other currencies and/or units of value or measurement) and are due on June 8, 2027.
Legal Counsel to Concret-Nor S.A. in the acquisition of 40% of Pilotes Trevi S.A.C.I.M.S.
Our Corporate and Customs & Tax teams acted as legal counsels to Concret-Nor S.A. (“Concret-Nor”) on its acquisition of 40% of the share capital and voting rights of Pilotes Trevi S.A.C.I.M.S. (“Pilotes Trevi”) from Trevi S.p.A. (“Trevi”).
Pilotes Trevi is an Argentine company engaged in providing construction, consulting, and engineering services in the field of special foundations, including piling, drilling, grouting, civil works, and sheet piling.
Trevi is an Italian company, part of the Trevi Group, a world leader in underground engineering and in the design and production of specialized machinery and equipment in the sector.
Concret-Nor it’s an engineering and construction company founded with private Argentine capital, specializing in road, port, hydraulic, civil works, sanitation, and earthmoving projects, among others.
The Corporate team included our partner Federico Salim and associates Paula Cerizola, Consuelo Ortiz, and Lourdes González López.
The Customs and Tax team included our partners Gastón Miani and Leonel Zanotto, and associates Ludmila López and Mariela Choi.
“Grupo GEP Colservice I” Financial Trust for AR$ 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.
Municipality of Río Cuarto’s Series XL Treasury Notes Issuance for AR$6,500,000,000
Legal counsel to the Municipality of Rio Cuarto, as issuer, Banco de la Provincia de Córdoba S.A., and Puente Hnos. S.A., as arrangers and placement agents, and, Banco de Galicia y Buenos Aires S.A., Macro Securities S.A.U., Banco de Servicios y Transacciones S.A.U., Facimex Valores S.A., Global Valores S.A., One618 Financial Services S.A.U., Balanz Capital Valores S.A.U., and ST Securities S.A.U. as placement agents in the issuance of Municipality of Río Cuarto’s Series XL Treasury Notes (the “Treasury Notes”), under the Municipality of Río Cuarto’s 2026 Treasury Notes Issuance Programme.
The transaction closed on April 24, 2026, and the Treasury Notes are secured by the Municipality's credits for contributions levied on commercial, industrial and service companies’ activities, and subsidiarily by the resources derived from the Federal Co-participation Regime. The Treasury Notes were issued for AR$ 6,500,000,000 at an annual floating interest rate equivalent to Tamar plus 6.43%, due on April 24, 2027.
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.