ICBC Personales XII Financial Trust for AR$ 238.394.222
Legal advisor of TMF Trust Company (Argentina) S.A., in the issuance and placement in Argentina of the trust securities for AR$ 238.394.222 issued under the ICBC Personales XII Financial Trust, in which Industrial and Commercial Bank of China (Argentina) S.A. acted as arranger, trustor, custodian and servicer, and TMF Trust Company (Argentina) S.A. acted as financial trustee.
Province of Buenos Aires´ Series II Notes Issuance. Class I AR$ 564,085,000 and Class II AR$ 168,700,000
Legal counsel to Banco de la Provincia de Buenos Aires, as arranger and lead placement agent, in the issuance of the Province of Buenos Aires’ Series II Notes Issuance. Class I AR$ 564,085,000 and Class II AR$ 168,700,000.
Banco de la Provincia de Buenos Aires acted as arranger and lead placement agent.
Amendment and Renewal of International Syndicated Loan of $ 31,666,666
Legal Counsel of the Credit Suisse International -as lender- y Credit Suisse AG, London Branch -as administrative agent- in the amendment and renewal of an international syndicated loan of 31,666,666. The loan was granted to finance the expansion of the company’s urea production facility located in the City of Bahía Blanca, Buenos Aires Province. (2015)
Province of Mendoza Series 1 Short-Term Treasury Notes Issuance. Class I AR$ 149,204,000 Class II AR$ 50,900,000 and Class III AR$ 24,695,918
Deal Counsel
Deal counsel in the issuance of the Province of Mendoza’s Series 1 Treasury Notes. Class I AR$ 149,204,000, Class II AR$ 50,900,000 and Class III AR$ 24,695,918.
Banco de la Provincia de Buenos Aires acted as arranger and lead placement agent.
Province of Mendoza’s AR$ 149,180,000 Series II Notes Issuance
Deal counsel in the issuance of the Province of Mendoza’s AR$ 149,180,000 Notes.
Banco de la Provincia de Buenos Aires acted as lead arranger and placement agent, while Provincia Bursátil S.A. and Puente.Hnos. S.A. acted as co-arrangers and co-placement agents.
SBM Créditos S.A.´s AR$ 7,437,500 Series I Notes Issuance
Deal counsel in the issuance of SBM Créditos S.A.´s AR$ 7,437,500 Series I Notes, secured by the assignment of payment rights under certain car loans to a Trust.
Banco de Valores S.A. acted as arranger, placement agent and trustee of the Trust ensuring the Notes and BTU Sociedad de Bolsa S.A. acted as lead placement agent and financial advisor to the issuer.
Province of Mendoza’s AR$ 250,820,000 Series I Notes Issuance
Deal counsel in the issuance of the Province of Mendoza’s AR$ 250,820,000 Treasury Notes.
Nación Bursátil Sociedad de Bolsa S.A. acted as arranger and lead placement agent, while Puente Inversiones y Servicios S.A. acted as co-placement agent. (2014)
Generación Frías’ AR$ 100 million syndicated bank loan
Legal counsel to Generación Frías S.A., an Albanesi Group company located in Argentina, for the granting of a syndicated bank loan for AR$ 100 million and to Albanesi S.A. and Rafael G. Albanesi S.A as guarantors. Industrial and Commercial Bank of China (Argentina) S.A., Banco Hipotecario S.A. and Banco de Inversión y Comercio Exterior S.A. acted as lenders. Also, Industrial and Commercial Bank of China (Argentina) S.A. acted as arranger and administrative agent of the syndicated bank loan. The financing was granted for the construction, installation, operation and maintenance of a thermal generation plant located at Frías, Santiago del Estero.
Province of Chubut’s $ 88.891.415 Series II Notes Issuance
Legal counsel to Banco del Chubut S.A., as arranger, placement agent and financial agent, in the issuance of the Province of Chubut’s $88,891,415 Series II Notes, under the $2,065,500,000 Capital Markets Public Debt Programme. Puente Hnos. S.A. acted as co-arranger and co-placement agent. (2015)
Argentine Justice admitted the legality of the "blue chip swap"
The Chamber of Appeals on Criminal Economic Matters decided in re “BBVA Banco Francés” that “blue chip swap” transactions are not a criminal offense. In such connection, Section “B” of this Chamber said that applying the Criminal Exchange Regime set forth by Law 19,359 to these financial transactions constitutes a breach to the principle of legality set forth by Section 18 of the National Constitution.
Although still subject to an appeal by the Prosecutor, the decision recognizes and applies a largely established principle in criminal law: judges cannot punish actions which are not strictly comprised within the criminal law. In other words, analogy cannot be used in criminal law in order to deem an action as a criminal offense if it has not been declared as such by law.
Analogy, which consists in applying a law to cases which are not literally comprised by such law but which are similar to those which have been comprised, is valid in civil law, but in no way can be admitted in criminal law. Likewise, it is important to point out that other principles that make somehow blurry the application of criminal law cannot be used in criminal exchange law. A typical example is the “economic reality”, which has been set forth by Section 47 e) of Law 11,683 in tax matters, but which cannot be extended to foreign exchange matters.
The “blue chip swap” is a transaction under which someone locally purchases securities denominated in foreign currency (which are traded both in Argentine and abroad) and then transfer them to an account held outside Argentina for its sale and settlement. The same proceeding can be used inversely and, starting from a purchase of securities with foreign currency, transfer them into Argentina for their local sale and settlement.
This transaction was even recognized by the Central Bank, which rule don it and imposed certain requirements, which can be summarized in two main principles: (a) Transfer of securities: there must exist a real and effective transfer; and (b) No simultaneity: the purchase and sale of the securities cannot occur simultaneously, but a certain term must elapse between each purchase and sale, pointing out that simultaneous transactions are deemed as a single and indivisible unit aimed at (unduly) circumventing foreign exchange regulations.
Certainly, these requirements can only be demanded as from the date of the regulation which imposed them, i.e., Communication “A” 4864, since claiming to comply with them retroactively would be a breach to the principle of legality. In this sense, it must be reminded that Section 1 of Law 19,359 states that “sanctions contemplated in this law will apply to (…) f) Any action or omission which breaches rules on foreign exchange regime.”
In other words, the law delegated the to the foreign exchange authority (the Central Bank) the “filling” of this concept, through the issuance of regulations on foreign exchange. Thus, for as long as these transactions with securities complies with the requirements set forth by Communication “A” 4864 (i.e., with the relevant area of the “foreign exchange”, there is not breach and is not comprised in Section 1 f) of Law 19,359. On the other hand, as it was said above, it the transactions were prior to Communication “A” 4864, then, simply, there has been no breach of regulations issued by the Central Bank.