We advised in MSU Energy S.A.’s Exchange Offer and new offering of Senior Secured Notes for US$ 400,000,000
Tavarone, Rovelli, Salim & Miani advised MSU Energy S.A. (“MSU Energy”) on the issuance of its 9.750% Senior Secured Notes due 2030 for an aggregate principal amount of US$400,000,000, where MSU Energy acted as issuer (the “Issuer”). Bruchou & Funes de Rioja advised the international and local dealer managers and international and local initial purchasers and placement agents.
The transaction consisted of a liability management operation, which included: (a) an exchange offer of the 6.875% Senior Notes due 2025 (the “2025 Notes”), which were voluntarily tendered in exchange for 9.750% Senior Secured Notes due 2030 (the “New Notes”) for an aggregate principal amount of US$223,352,460 (the “Exchange Offer”); and (b) the issuance of additional New Notes for an aggregate principal amount of US$ 176,647,540 (the “New Money Issuance”), yielding net cash proceeds that, together with the US$222 million available for borrowing under MSU Energy’s Local Syndicated Loan dated November 7, 2024, will be sufficient to redeem any 2025 Notes that were not validly tendered and accepted for exchange pursuant to the Exchange Offer.
The Exchange Offer was launched on November 8, 2024, and closed on December 10, 2024, while the New Money Issuance pricing was on November 25, 2024. The issuance of the New Notes under the New Money Issuance took place on December 5, 2024, and the issuance of the New Notes under the Exchange Offer took place on December 12, 2024, both totaling an aggregate principal amount of US$400,000,000.
The New Notes were issued at a fixed annual interest rate of 9.750%, maturing on December 5, 2030, and are secured by a fiduciary assignment of receivables under certain PPAs and pledges over certain equipment of the Issuer´s Barker, Villa Maria and General Rojo power pants.
This successful transaction marks the completion of a complex refinancing process, enabling MSU Energy to significantly enhance its long-term debt profile and strengthen its financial position for future growth.
In the issuance of the New Notes, Citibank, N.A. acted as trustee, paying agent, registrar, and transfer agent; The Branch of Citibank, N.A., established in the Republic of Argentina acted as co-registrar, Argentine paying agent, Argentine transfer agent, trustee in Argentina, collateral agent and onshore security trustee and representative of the trustee in Argentina; Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Santander US Capital Markets LLC, Itau BBA USA Securities, Inc. and BBVA Securities Inc. acted as dealer managers and initial purchasers; Balanz Capital Valores S.A.U., Banco Santander Argentina S.A., Allaria S.A., Banco de Galica y Buenos Aires S.A.U., Industrial and Commercial Bank of China (Argentina) S.A.U. and Banco Supervielle S.A. acted as local placement agents.
Legal Counsel to the Dealer Managers and Placement Agents
Bruchou & Funes de Rioja‘s Banking & Capital Markets Department acted as local legal counsel to the dealer managers and local placement agents through a team led by partner José María Bazán, and associates Leandro Exequiel Belusci, Facundo Suarez Lon, Teofilo Panich and Malena Tarrío.
Skadden, Arps, Slate, Meagher & Flom LLP acted as New York legal counsel to the dealer managers with a team led by partner Alejandro González Lazzeri, and associates Alejandro Ascencio, Mónica Pérez-Banuet Farell and Rodrigo Carmona.
Legal Counsel to MSU Energy
Tavarone, Rovelli, Salim & Miani acted as local legal counsel to the Issuer through a team led by partner Francisco Molina Portela, and associate Ramiro Catena, Agustín Ponti, Juan Cruz Carenzo and Eduardo Cano.
Simpson Thacher & Bartlett LLP acted as New York legal counsel to the Issuer, with a team led by partner Juan M. Naveira, counsel Alejandro de Ramon-Laca andassociate Alberto Mattos.
Additionally, MSU Energy was advised by Ezequiel M. Abal, their in-house legal counsel.
Legal Counsel to the Trustee and the local collateral agent
Alston & Bird acted as New York legal counsel to the trustee with a team led by partner Adam Smith, and associate Claire Lieberman.
TCA Tanoira Cassagne acted as local legal counsel to the local collateral agent through a team led by partners Alexia Rosenthal and Ignacio Criado Diaz, and associate Teofilo Trusso.
