We advised on the spin-off and merger of Central Puerto and Ecogas Inversiones, and on the creation of the GDR program of Ecogas Inversiones

Bruchou & Funes de Rioja provided comprehensive legal advice on the structuring and execution of the spin-off-merger through which Central Puerto S.A. (“CEPU”) spun off its interests in the gas business of Ecogas Inversiones S.A. (“Ecogas”) and its subsidiaries, which were absorbed by Ecogas. As consideration, CEPU’s shareholders received shares of Ecogas (the “Shares”), consolidating a corporate investment vehicle specialized in the gas business.

The transaction involved a corporate reorganization of the gas business through a spin-off-merger mechanism designed to optimize corporate efficiency, enhance market transparency, and drive value creation for shareholders. The process was carried out in compliance with applicable regulatory requirements and best corporate governance practices for complex business reorganizations, with a focus on implementation agility and value protection for shareholders.

Additionally, the firm advised Ecogas and CEPU on the creation of Ecogas’s Global Depositary Receipts (“GDRs”) program, and on granting CEPU’s American Depositary Receipt holders the option to receive securities representing the Shares abroad, along with a reasonable timeframe to carry out transactions aimed at receiving their Shares in the local market, should they deem it convenient. The implementation of the GDR program was structured in accordance with the laws of the State of New York, United States of America, including Regulation S and Rule 144A under the U.S. Securities Act of 1933. JPMorgan Chase Bank, N.A. acted as depositary for Ecogas’s GDR program.

Bruchou & Funes de Rioja team (spin-off-merger):
Partners María Lucila Winschel and María Florencia Angélico.
Associates: Santiago Youssef Rameh El Chaer, Ezequiel Matías Castelló, Carolina de Felipe, and Lucía Perondi Núñez.

Bruchou & Funes de Rioja team (Ecogas GDR program and distribution under Argentine law):
Partner: José María Bazán.
Associates: Ramón Augusto Poliche and Facundo Suarez Loñ.

Legal advisor under New York law (Ecogas GDR program and distribution):
Cleary Gottlieb Steen & Hamilton LLP, with a team led by partner Juan G. Giráldez and associate Juan Ignacio Leguízamo.

In-house legal advisors:
Central Puerto S.A.: Team composed of José Manuel Pazos, Leonardo Marinaro, and Justina Richards.

Ecogas Inversiones S.A.: Team led by Natalia Lorena Rivero (General Manager), Daniela Nazareno (Corporate Governance and Organization Manager), and Julieta Sabre (Administration and Finance Manager), with the collaboration of the Corporate Affairs, Accounting, and Tax teams.

The transaction strengthens Ecogas’s positioning as a corporate vehicle focused on the gas business and consolidates a clearer and more efficient corporate structure.