Issuance of PyME CNV Guaranteed Series I Notes of Lismar Sur S.A. for $200,000,000
Counsel to Lismar Sur S.A. in the issuance of the PyME CNV Guaranteed Series I Notes for $200,000,000 due on May 17, 2024.
Adcap Securities Argentina S.A., acted as arranger and placement agent of Series I Notes. Banco de Servicios y Transacciones S.A. and Allaria Ledesma & Cía. S.A. acted as placement agents of the Notes. Banco de Servicios y Transacciones S.A., Potenciar S.G.R., Integra Pymes S.G.R., Crecer S.G.R., Móvil S.G.R., Argenpymes S.G.R., Fid Aval S.G.R. and Innova S.G.R. acted as guarantee entities of the Notes.
EOI request for renewable energy and storage infrastructure projects
On May 9th, 2022, Resolution 330/2022 (“Resolution 330”) was published in the Official Gazette. This resolution launched an EOI request for development of certain energy projects which include renewables and, for the first-time at the utility scale level, storage.
1. Context and importance
The goal stated by Resolution 330 is to contribute to improve sustainability and reliability in the electricity sector within the Paris Agreement and local renewable portfolio standards which further implies:
- A ratification of the commitment by the Republic of Argentina towards fighting climate change and the promoting renewables.
- The first-time that storage is considered as a technology solution at the utility scale level. While preliminary and too early in the process this has game-changing potential.
2. EOI scope
The EOI includes two main types of projects:
- Renewables
- Battery installation and/or other storage systems in renewable power plants and/or at transmission interconnection points or distribution networks that improve operational management and reduce forced generation.
The EOI does not require an interested party to be an existing player in the Argentine power market to submit a proposal.
3. Formalities
The EOI presentation must be filed digitally by June 30th, 2022. The presentation must be sent to an email to be timely informed by CAMMESA (the Argentinean ISO).
Also, the EOI must include the following information:
- Address, telephone, email, and contact person.
- Brief description of the interested party. Background in similar projects if any.
- Description of the preliminary project, including technology, capacity, location, interconnection point, biomass fuel (if applicable) and any other relevant information.
- Indicative cost and compensation.
For further information, please contact either Nicolás Eliaschev, Tomás Villaflor or Luciana Tapia Rattaro.
Issuance of PYME CNV Guaranteed Series II Notes of Agrofin Agrocommodities S.A. for US$1,500,000
Counsel to Agrofin Agrocommodities S.A. in the issuance of the PYME CNV Guaranteed Series II dollar linked Notes for US$1,500,000 with an interest rate of 0% due on April 19, 2024.
Banco Supervielle S.A. and Banco de Galicia y Buenos Aires S.A.U., acted as arrangers, placement and security agents of Series II Notes.
Futuros del Sur S.A., acted as placement agent of Series II Notes.
Acindar Pymes S.G.R., acted as security agent of Series II Notes.
Issuance of PyME CNV Guaranteed Class III Notes of Héctor A. Bertone S.A. for US$ 2,252,116
Counsel to Héctor A. Bertone S.A. in the issuance of the PyME CNV Guaranteed Class III dollar linked Notes for US$ 2,252,116 with an interest rate of 1,94% due on April 7, 2024.
Banco Supervielle S.A. and Banco de Galicia y Buenos Aires S.A.U. acted as arrangers, placements and security agents of Class III Notes.
“CFA CRÉDITOS I” Financial Trust for AR$1,250,000,000
Deal counsel in the issuance and placement in Argentina of trust securities for AR$1,250,000,000 issued under the “CFA CRÉDITOS I” Financial Trust, in which Compañía Financiera Argentina S.A. (Efectivo Sí) acted as trustor, arranger, collection agent and placement agent, TMF Trust Company (Argentina) S.A. acted as financial trustee, Banco Patagonia S.A. acted as arranger and placement agent and Banco Comafi S.A. acted as placement agent.
Expansion of Natural Gas Transport Capacity
On February 14th, 2022, Decree No. 76/2022 (“Decree 76”) was published in the Official Gazzette. The aim of the Decree is to regulate the “Transport.Ar National Production” Program (“Transport.Ar Program”) for the construction and expansion of several natural gas pipelines established by the Secretary of Energy through Resolution No. 67/2022 (“Resolution 67”).
Pursuant to its provisions, Decree 76:
- Entrusts the state-owned company Integración Energética Argentina S.A. (“IEASA”) to build and operate and new pipeline which would enable to expand of transport capacity from the Vaca Muerta reservoir.
- Regulates the Transport.Ar Program established by Resolution 67.
- Incorporates a trust fund -Argentine Gas Development Fund (“FONDESGAS”, for its acronym in Spanish)- to manage investments and raise debt to fund the works.
1. IEASA transport concession
Decree 76 grants a hydrocarbon transport concession to IEASA concerning a new natural gas pipeline to be built which would enable to significantly expand transport capacity from the Vaca Muerta reservoir (the “Pipeline”).
The concession is granted for a period of thirty-five (35) years, which may be extended according to current regulations.
Additionally, the rates related to the transport capacity agreed regarding the Pipeline will be determined by Gas Regulatory Authority (“ENARGAS” for its acronym in Spanish).
However, to achieve the construction of the gas pipeline expansion, the Decree also allows IEASA to execute any contract related to the transport capacity with producers or users. The rates of those contracts will not be regulated by ENARGAS.
2. Transport Capacity Priority
The Decree 76 awards priority for the resulting expanded transport capacity to the partially state-owned company Yacimientos Petrolíferos Fiscales S.A. (“YPF”).
Nonetheless, regarding the non-contracted transport capacity, IEASA must provide access to third parties.
3. Incorporation of FONDESGAS
To manage investments under the Transport.Ar Program, the Decree 76 creates the Argentine Gas Development Fund (FONDESGAS). The fund is entitled to issue debt instruments and participation certificates to fund the Pipeline construction.
For further information, please contact either Marcelo Tavarone, Nicolás Eliaschev, Tomás Villaflor or Luciana Tapia Rattaro.
“AMFAyS – Serie 38” Financial Trust for AR$359,556,397
Legal advisors to StoneX Securities S.A. and Nuevo Banco de Santa Fe S.A. as arrangers and placement agents in the issuance and placement in Argentina by Asociación Mutual de las Fuerzas Armadas y de Seguridad (AMFAyS) as trustor and TMF Trust Company (Argentina) S.A. as trustee and issuer of debt securities Class 1 for AR$227,781,801, debt securities Class 2 for AR$18,824942 and debt securities Class 3 for AR$112,949,654, under the Financial Trusts Global Program “AMFAyS – Serie 38” for an amount of up to AR$5,000,000,000.
Recent Developments in Renewables and Natural Gas in Argentina
In the past few months, certain regulations have been adopted by the Secretary of Energy (“SE”) dealing with renewables and natural gas transport.
Below is a brief summary of such resolutions.
1. New conditions for termination and amendment of PPA under the RenovAr Program
On December 27th, 2021, the SE issued the Resolution No. 1260/2021 (the “Resolution 1260”), which provide opportunities for projects companies to terminate or amend power purchase agreements executed under the RenovAr Program (“PPA”).
The goal of Resolution 1260 is, on one hand, to facilitate exit for projects which have not been built, in order to regain transmission capacity. This should enable additional transmission capacity to be freed-up for the corporate PPA market.
On the other hand, Resolution 1260 allows project companies to request an extension of three hundred and sixty-five days to reach the commercial operation date (“COD”), subject to the fulfilment of certain requirements (such as a reduction of both supply period and price).
2. Amendments to regulations in the Renewable Energy Term Market (Corporate PPA Market)
On January 21st, 2022, the SE issued Resolution No. 14/2022 (“Resolution 14”) which amends certain regulations applicable to the Renewable Energy Term Market established by Resolution No. 281/2017 as amended.
Essentially, Resolution 14:
- Simplifies the tie-break mechanism for dispatch priority awarding by removing tie-break for commercial operation term, dispatch factor, tax benefits and toss. Resolution 14 adds the submission of a Magnification Factor successively until tie-break is reached as only requirement and proceeding.
- Establishes restrictions for those projects which do not comply with the payment of dispatch priority maintenance charges or with terms proposed for COD.
This regulation is regarded as a way of further accelerating development in the corporate PPA market which currently has projects under commercial operation for nearly 900 MW and projects approved during 2021 for an additional 467 MW and a strong interest of large consumers in expanding electricity procurement needs from renewables.
3. Expansion of the Natural Gas Transport System
On February 9th, 2022, the SE enacted Resolution No. 67/2022 (“Resolution 67”), which creates the “Transport.Ar National Production” program (“Transport.Ar Program”) for the construction and expansion of several natural gas pipelines, including new facilities as well as upgrades of existing facilities.
Resolution 67 entrusts the state-owned company Integración Energética Argentina S.A. (“IEASA”) with the construction and expansion of the pipelines indicated therein, which may be executed by IEASA itself or awarded to other companies.
Strong priority is given to the construction of a new pipeline which would enable to significantly expand transport capacity from the Vaca Muerta reservoir.
Further details regarding construction and funding of this infrastructure are pending and expected to be known soon.
For further information, please contact either Nicolás Eliaschev or Tomás Villaflor.
Limits on the Duration of Commercial Companies
On February 1, 2022, the public registry of commerce (the "IGJ") published General Resolution No. 1/2022 (the "Resolution"), by means of which established that the maximum duration term for commercial companies will be of 30 years.
The Resolution established that all articles of incorporation to be registered with the IGJ must include the term of duration of the company, which may not exceed 30 years from the date of its registration with such entity. According to customary and usual practices, said term used to be for a maximum period of 99 years, therefore, the Resolution forces the corporate renewal in a substantially shorter term.
The Resolution applies to all companies organized in the jurisdiction of the Autonomous City of Buenos Aires after the publication of the Resolution in the Official Gazette.
For further information, please do not hesitate to contact corporate@trsym.com.
Issuance of Notes of Albanesi Group for US$14,065,308
Counsel to Generación Mediterránea S.A. and Central Térmica Roca S.A. in the co-issuance of 7,5% Class XIII Notes for US$14,065,308 due January 10, 2024, issued under the Global Notes Program for an amount of up to US$700,000,000.
SBS Capital S.A. and Banco de Servicios y Transacciones S.A. acted as arrangers, and SBS Trading S.A., Banco de Servicios y Transacciones S.A., Allaria Ledesma & Cía S.A., Balanz Capital Valores S.A.U., Nación Bursátil S.A., Liebre Capital S.A.U., BACS Banco de Crédito y Securitización S.A., and Banco Hipotecario S.A. acted as placement agents of Class XI Notes and Class XII Notes.