Legal Advice on the Transfer of Banco Industrial S.A.'s Retail Banking Business to Banco Patagonia S.A.
Legal Counsel to Banco Industrial S.A. on the partial transfer of its retail banking business to Banco Patagonia S.A. The transaction includes branches and certain related assets and liabilities.
Banco Industrial S.A. is an Argentine commercial bank that provides corporate, retail and investment banking services to companies and individuals in Argentina.
Banco Patagonia S.A. is one of Argentina's leading commercial banks, with a strong nationwide presence in retail and corporate banking.
The closing of the transaction is subject to certain precedent conditions and obtaining applicable regulatory approvals.
First Issuance of Notes by Empresa Provincial de Energía de Córdoba S.A.U. under its Program
Legal counsel to Empresa Provincial de Energía de Córdoba S.A.U. (EPEC) in the issuance of its Class I Notes, in an aggregate principal amount of USD 21,316,695 denominated and payable in U.S. dollars in Argentina, to be paid in cash in U.S. dollars in Argentina, bearing interest at a fixed rate of 5.00% nominal annual, maturing on February 2028, and its Class II Notes, in an aggregate principal amount of UVA 13,458,500 denominated and payable in Argentinean Pesos, bearing interest at a fixed rate of 6.75% nominal annual, maturing on August 2028, representing the Company’s first issuance in the capital markets.
Banco de la Provincia de Córdoba S.A. acted as arranger and placement agent, while Banco Santander Argentina S.A., Banco de Galicia y Buenos Aires S.A., Macro Securities S.A.U., Puente Hnos. S.A., Banco de Servicios y Transacciones S.A.U., Balanz Capital Valores S.A.U., Invertironline S.A.U., S&C Inversiones S.A., Facimex Valores S.A., PP Inversiones S.A., One618 Financial Services S.A.U., and Global Valores S.A. acted as placement angents.
Legal Advice to Club Atlético River Plate on the US$ 100,000,000 Loan for the Expansion and Roofing of the Mâs Monumental Stadium
Our Banking, Infrastructure, and Corporate teams advised Club Atlético River Plate Asociación Civil (CARP), as borrower, in connection with a syndicated loan in an aggregate amount of US$ 100,000,000.
The loan structure comprises: (i) a loan from IDB Invest for up to US$ 50 million; and (ii) a loan from CAF for up to US$ 50 million. The co-financing scheme between CAF and IDB Invest reflects both institutions’ commitment to jointly mobilizing resources in order to strengthen infrastructure across the region.
With respect to IDB Invest, the loan proceeds will be used: (i) to refinance bridge financing used for the construction of the new school building and Casa River (the youth residence and development center); and (ii) to finance the construction of improvements to the stadium, including, among others, extending the useful life of the facility, improving its acoustics, increasing capacity to 100,000 spectators and installing a partial roof to enhance the fan experience.
As for CAF, its resources are directed mainly to the stadium’s roof component. By acting as thermal insulation, the roof will reduce direct solar radiation on the facility and, as a result, the energy demand of the climate control system, improving the venue’s energy efficiency and reducing its consumption.
With more than 350,000 members, CARP is one of the sports clubs with the largest membership worldwide, and is widely recognized for its professional football department. The Club offers 20 federated sports, organizes recreational activities for the community and runs its own school with more than 1,700 students per year, spanning from early childhood through higher education and combining academic excellence with sports training.
The loan is backed by a complex security package, comprising the fiduciary assignment of various collection flows and rights of the Club.
In connection with the transaction, our Infrastructure team advised CARP on the principal agreements governing the execution of the project. The team advised the Club throughout the competitive tender process to select the contractor, including the preparation and review of the bidding documents pursuant to which leading local and international construction firms participated in the tender, as well as on the subsequent EPC (engineering, procurement and construction) agreement entered into with Grupo ENG S.A., the selected bidder, for the execution of the stadium’s expansion and roofing works. The team also advised CARP on the technical supervision agreement entered into with SBP (Schlaich Bergermann Partner), a leading German engineering firm renowned for its design and supervision of large-scale structures, including the roofs of Tottenham Hotspur Stadium and the Santiago Bernabéu Stadium.
Legal Advice in the Issuance by Banco CMF S.A. of Class 20 Notes for US$ 22.029.901
Counsel to Banco CMF S.A., as issuer and placement agent, in connection with the issuance of US$22,029,901 Class 20 notes, denominated and payable in U.S. dollars in Argentina, to be paid in cash in U.S. dollars in Argentina and/or in kind through the delivery of Class 19 notes, at a 4.00% fixed annual nominal interest rate (the "Notes"). The Notes were issued on August 24, 2026 under the Global Program for the Issuance of Simple Notes (not convertible into shares) for a maximum aggregate outstanding principal amount of US$100,000,000 (or its equivalent in other currencies and/or units of value or measurement) and are due on August 24, 2027.
Issuance of the Class III, Class IV and Class V Notes of Banco de la Provincia de Córdoba S.A. under its Program
Legal counsel to Banco de la Provincia de Córdoba S.A. in the issuance of its Class III Notes, in an aggregate principal amount of ARS 11,000,000,000, denominated and payable in Argentine pesos, to be paid in cash in pesos and/or in kind through the delivery of Class I Notes, bearing interest at the TAMAR rate plus a margin of 2.5%, maturing on August 10, 2027; issued its Class IV Notes, in an aggregate principal amount of USD 20,000,000, denominated and payable in U.S. dollars, to be paid in cash in U.S. dollars and/or in kind through the delivery of Class II Notes, bearing interest at a fixed rate of 5.95% nominal annual, maturing on August 10, 2029; and issued its Class V Notes, in an aggregate principal amount of UVA 34,387,337, denominated in UVA and payable in pesos at the applicable UVA value, to be paid in cash in pesos at the initial UVA value and/or in kind through the delivery of Class I Notes, bearing interest at a rate of 6.75% nominal annual, maturing on August 10, 2028 (together, the “Notes”), under its program for the issuance of simple notes (not convertible into shares) for up to an aggregate principal amount of USD 100,000,000 (one hundred million U.S. dollars) (or its equivalent in other currencies or units of measurement or value).
Banco de la Provincia de Córdoba S.A. acted as issuer, arranger, settlement agent and Lead Placement Agent, and Becerra Bursátil S.A., SyC Inversiones S.A., Banco Santander Argentina S.A., Banco de Galicia y Buenos Aires S.A., Macro Securities S.A.U., Puente Hnos. S.A., Balanz Capital Valores S.A.U., Cocos Capital S.A., Invertir Online S.A.U., Allaria S.A., Banco de Servicios y Transacciones S.A.U., Banco Patagonia S.A. and Facimex Valores S.A. acted as placement agents.
Legal Advice in IEB Construcciones S.A.’s Notes Issuance
Legal advisors to IEB Construcciones S.A. and the Placement Agents in connection with the issuance of Class I simple negotiable obligations for a total nominal value of US$ 20,000,000 (twenty million US Dollars), denominated, subscribed and payable in US Dollars, at a fixed annual rate of 6.5%, maturing on August 10, 2027.
Invertir en Bolsa S.A. acted as Arranger and Placement Agent. Meanwhile, PP Inversiones S.A., Bull Market Brokers S.A., SBS Trading S.A., Win Securities S.A., S&C Inversiones S.A., Argentina Valores S.A. and INVIU S.A.U. acted as Placement Agents.
US$120 Million Loan to the City of Córdoba
We advised the City of Córdoba, as borrower, and the Province of Córdoba, as guarantor, in connection with a US$120 million financing provided by private lenders. The transaction was arranged by Deutsche Bank AG, with TMF Group New York LLC acting as administrative agent.
MSU Green Energy reopens its Class 4 Senior Secured Notes with a US$130,000,000 Additional Issuance in the International Market
Our team advised Santander US Capital Markets LLC, in its capacity as international initial purchaser, and Banco Santander Argentina S.A., in its capacity as local placement agent, in connection with the reopening of the Class 4 Senior Secured Notes issued by MSU Green Energy S.A. (“MSU Green Energy” or the “Issuer”, as applicable), through the issuance of additional Class 4 Notes in an aggregate principal amount of US$130,000,000 (the “Additional Class 4 Notes” or the “Notes”, as applicable), which constitute a single class with, and are fungible with, the Class 4 Notes originally issued in an aggregate principal amount of US$400,000,000 (the “Original Class 4 Notes” and, together with the Additional Class 4 Notes, the “Class 4 Notes”).
The Additional Class 4 Notes are denominated and payable in U.S. dollars outside Argentina, bear interest at a fixed rate of 9.750% per annum and mature on June 16, 2036. The principal amount will be amortized in three annual installments equal to 33%, 33% and 34% of the principal amount of the Class 4 Notes, payable in 2034, 2035 and 2036, respectively.
The transaction consisted of an international offering to qualified institutional buyers in the United States pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended, and to investors outside the United States pursuant to Regulation S, complemented by a primary public offering in Argentina exclusively to qualified investors under the rules of the Comisión Nacional de Valores (the “CNV”), while secondary trading of the Notes in Argentina may be conducted with the general public in accordance with the CNV Rules.
The Notes were offered through an internationally recognized book-building process led by Santander US Capital Markets LLC, in accordance with the offering documentation. Pricing of the Notes took place on August 6, 2026, and the issue and settlement date was August 10, 2026.
In addition, DEG – Deutsche Investitions- und Entwicklungsgesellschaft mbH, a wholly owned subsidiary of KfW Germany, and Development Finance Institute Canada (DFIC) Inc. (FinDev) participated in the transaction as Development Finance Institutions (“DFIs”). Both institutions entered into separate investment agreements with the Issuer and confirmed their intention to acquire, collectively, between US$40,000,000 and US$50,000,000 in aggregate principal amount of the Notes, subject to the final allocation determined by the Issuer.
The Additional Class 4 Notes are secured, on a pari passu and pro rata basis, by the same collateral package granted in favor of the holders of the Original Class 4 Notes. Such collateral package includes a security assignment in trust over certain receivables and revenues arising from the Issuer’s power purchase agreements, granted in favor of TMF Trust Company (Argentina) S.A., in its capacity as collateral trustee, as well as additional security interests over certain receivables of Chocón Hidroeléctrica Argentina S.A. and future Restricted Subsidiaries, in each case in accordance with the terms of the offering documentation.
The Class 4 Notes also 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 applicable CNV guidelines and the guidelines of Bolsas y Mercados Argentinos S.A. (BYMA). In this context, Sustainable Fitch issued a Second-Party Opinion concluding that such framework demonstrates “Excellent” alignment with the applicable international standards, supporting the eligibility of the Class 4 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 representative of the International Trustee.
This reopening represents an expansion of the financing obtained by MSU Green Energy in the international capital markets and further strengthens the company’s access to international sources of financing for the development of its energy projects, including projects aligned with sustainability criteria.
Our Firm's team was led by partner Francisco Molina Portela, together with associates Juan Carenzo, Juan Pablo Reinoso and Melina Dirakis. We also advised TMF Trust Company (Argentina) S.A., in its capacity as collateral trustee, through partner Julieta De Ruggiero and associate Agustina Culetto.
Syndicated Loan to MSU S.A. for US$60,000,000
Counsel to Banco de Galicia y Buenos Aires S.A., as lender, administrative agent and collateral agent, and Banco de la Nación Argentina, Banco de la Provincia de Buenos Aires and Banco de la Ciudad de Buenos Aires, as lenders, in connection with a syndicated loan to MSU S.A. for an aggregate principal amount of US$60,000,000.
The loan is secured by a first-priority pledge over the shares held by Inversiones Agroganaderas S.A.U. and MSU S.A. in Oro Esperanza Agro S.A., as well as by two first-priority mortgages over a peanut processing plant and a rural property located in the Province of Santa Fe.
Legal Advice in the Issuance by Central Puerto S.A. of Series E Notes for US$98,897,303
Counsel to Balanz Capital Valores S.A.U., Banco de Galicia y Buenos Aires S.A., Allaria S.A., Banco BBVA Argentina S.A., Banco Santander Argentina S.A., Cocos Capital S.A., SBS Trading S.A., one618 Financial Services S.A.U., Max Capital S.A., Banco de Valores S.A. and Les Cinq Capital S.A., as placement agents, in connection with the issuance by Central Puerto S.A. of US$98,897,303 Series E notes, denominated and payable in U.S. dollars at a 5.50% fixed annual nominal interest rate (the “Notes”). The Notes were issued on July 27, 2026 under the global program of simple notes (not convertible into shares) for up to US$1,000,000,000 (one billion United States Dollars) (or its equivalent in other currencies and/or units of value or measurement) and are due on July 27, 2029.
Legal advice was provided by partner Francisco Molina Portela and associates Juan Cruz Carenzo, Bárbara Valente and Agustina Culetto.