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.