Law 26,894. Debt Restructuring.
On June 26, 2014, the Argentine government had transferred USD 539 million to the Bank of the New York Mellon (“BoNY”), trustee under the Trust Indenture 2005-2010 (the “Trust Indenture”) in order to make interest payments under the bonds issued on its 2005 and 2010 debt exchanges (the “Debt Restructuring”). However, on demand of certain holdout creditors, N.Y. Southern District Judge T. Griesa declared this payment illegal and ordered the BoNY to freeze the bank deposit and not to pay to the bondholders.
In response to Judge T. Griesa´s order, Argentina’s Executive Branch sent a bill to the Congress that was passed on September 10, 2014 and was enacted on September 11, 2014 under No. 26,984 (“Law 26,894”). Main aspects of this law follow:
i. The Debt Restructuring is declared of public interest, as well as the payment in "fair, equitable, legal and sustainable conditions" to 100% of the holders of Argentine bonds; and, therefore, the implementation of contracts concluded in the framework of the debt restructuring mandated by decrees 563/2010 and 1735/2004, in order to preserve the collection by the bondholders concerned.
ii. Law 26,894 authorizes the Ministry of Economy and Public Finance (“MECON”) to take all necessary measures to remove BoNY as trustee and appoint in its replacement Nación Fideicomisos S.A. (“NFSA”), notwithstanding bondholders right to appoint a new and different trustee.
iii. Law 26,894 creates the “Law No. 26,984 Fund - Sovereign Debt Payment Law”, an account opened by NFSA with the Argentine Central Bank (“BCRA”) to hold in trust the funds necessary to pay the bonds under the Trust Indenture.
iv. Authorizes the MECON to pay, on the corresponding due dates, the bonds under the Trust Indenture using NFSA´s account held with the BCRA. The corresponding funds for payments will be distributed through the new entities to be appointed by the MECON or the bondholders under the Trust Indenture, being those funds free disposable funds for the bondholders.
v. In case the bondholders, individually or collectively, request Argentina to change the governing law and jurisdiction of the bonds, the MECON will be authorized to:
v.a. Implement an exchange for new bonds, governed by Argentine law and subject to Argentine jurisdiction, with identical financial terms and conditions and with the same face value of the restructured bonds.
v.b. Implement an exchange for new bonds, governed by France law and jurisdiction, with identical financial terms and conditions and with the same face value of the restructured bonds, provided, however that Argentina will not waive its immunity for the execution of judgments arising out of the jurisdictional extension in favour of the French Courts in connection with certain public property, BCRA reserves or property involved in diplomatic missions, among other.
vi. Authorizes the MECON to implement an exchange for bondholders who did not accept the Debt Restructuring. For this purpose, the act authorizes the use of the account “Law No 26,984 Fund - Sovereign Debt Payment Law” to deposit, in the corresponding due dates, in favour of such bondholders, the funds equivalent to those that should be paid under the bonds to be issued in the future, in exchange of the old bonds not exchanged in the Debt Restructuring.
vii. Law 26,894 creates a Joint Congress Committee on Research of the Origin and Monitoring of the Management and Payment of the National Foreign Debt, which will investigate and determine the origin, evolution and current status of argentine foreign debt since March 24, 1976, to date, and the monitoring and management of payments made thereunder.
viii. Law 26,894 is declared of public interest.
ix. The funds created by the Law 26,894 and NFSA are exempt, in their operations as trustee of the Trust Indenture, of all taxes and existing or future national contributions.
x. Law 26,894 contains no express provisions regarding banking secrecy.
The Executive Branch, through the MECON, will have to issue rules to regulate in more detail the provisions of Law 26,894. We will keep you informed of any such rules and new developments regarding this matter.
Tavarone Rovelli and Salaverri Dellatorre in thermoelectric debt offering
Published in Latinlawyer.com, Monday, 19 May 2014
Tavarone, Rovelli, Salim & Miani has helped Argentine thermoelectric company Generación Mediterránea (GEMSA) raise US$12.4 million in a debt securities offering, some of the funds from which were used to repay a US$17.9 million syndicated bank loan.
Salaverri, Dellatorre, Burgio & Wetzler Malbrán advised both the underwriters of the debt offering and the arrangers of the loan.
The electricity company used US$8.3 million from the issuance to prepay some of the lending banks. GEMSA and the banks also agreed on new terms governing how the loan will be paid off and created new collateral over the financing facility from GEMSA’s energy sale agreements. Tavarone Rovelli also advised Banco de Servicios y Transacciones, which acted as trustee and collateral agent of the syndicated loan.
GEMSA owns the Modesto Maranzana thermal power plant in Río Cuarto, in Córdoba province, central Argentina.
The transaction closed on 9 May.
The underwriters included the Industrial and Commercial Bank of China (Argentina), Banco Itaú Argentina, Banco Macro, Macro Securities and Banco de Servicios y Transacciones. The lead arrangers of the loan were Industrial and Commercial Bank of China and Banco Itaú Argentina.
Counsel to GEMSA and Banco de Servicios y Transacciones
Tavarone, Rovelli, Salim & Miani
To GEMSA
Partners Marcelo Tavarone and Juan Pablo Bove and associates María Sol Ramoneda, Matías Otero, Nicolás Peralta Ramos and Catalina Menéndez
To Banco de Servicios y Transacciones
Partner Federico Salim and associate Juan Pedro Pascucci
Counsel to the underwriters and arrangers
Salaverri, Dellatorre, Burgio & Wetzler Malbrán
Partners Tomás Arnaude, Germán Wetzler Malbrán and Victoria Hitce, and associates Pablo Fernández Pujadas, Romina Mancuso, Luciana Díaz Gómez, Carolina Mallmann and Romina Mancuso