We advised the international and local placement agents on Edenor’s US$550,000,000 international Notes issuance and on the tender offer for its outstanding Notes
On April 28, 2026, Empresa Distribuidora y Comercializadora Norte S.A. (Edenor S.A.), Argentina’s largest electricity distributor, issued new Class 10 Notes, denominated and payable in US dollars, under its global notes issuance program for up to US$1,250,000,000 (or its equivalent in other currencies) approved by the Argentine Securities Commission (the “Notes“). The Notes bear interest at a 9.50% nominal annual rate and mature on April 28, 2033 (the “Maturity Date“), and were issued in an aggregate principal amount of US$550,000,000.
The Notes were issued through two series with differing settlement mechanisms. Series I was settled in cash through the transfer of US dollars in Argentina and abroad, while Series II was settled in kind through the delivery of the company’s outstanding Class 3 and Class 5 Notes. Concurrently with the issuance, Edenor launched and carried out a repurchase offer for its outstanding Class 7 Notes, as part of a comprehensive strategy to manage maturities and strengthen its financial structure.
The Notes were issued pursuant to Rule 144A and Regulation S under the US Securities Act and were structured through an indenture dated April 28, 2026. The Notes are listed on the Official List of the Luxembourg Stock Exchange, Bolsas y Mercados Argentinos S.A. and A3 Mercados S.A.
BofA Securities, Inc.; Banco BTG Pactual S.A. – Cayman Branch; and UBS Securities LLC acted as Global Coordinators and Joint International Placement Agents, and Latin Securities S.A. acted as Joint International Placement Agent, in connection with the issuance of the Notes (together, the “International Placement Agents“). Balanz Capital Valores S.A.U., Banco Mariva S.A., Cucchiara y Cía. S.A., Global Valores S.A., Industrial and Commercial Bank of China (Argentina) S.A.U., Invertir en Bolsa S.A., Latin Securities S.A. and Macro Securities S.A.U. acted as local placement agents (together, the “Local Placement Agents“). The Bank of New York Mellon acted as Trustee, Co-Registrar, Principal Paying Agent and Transfer Agent under the indenture (as supplemented from time to time) entered into with Edenor and with Banco de Valores S.A., the latter in its capacity as Trustee’s Representative in Argentina, Registrar, Transfer Agent and Paying Agent in Argentina.
Legal advisers to Edenor under US and Argentine law
DLA Piper advised Edenor, in its capacity as issuer, under New York and Argentine law, through partners Joshua Kaufman (New York) and Marcelo Etchebarne, of counsel Nicolás Teijeiro, and associate Daiana Suk (New York law); and partner Alejandro Noblía, associates Federico Vieyra, Ignacio Comparato, and Eugenio Rattagan, and paralegal Maia Klein (Argentine law).
Edenor in-house legal counsel
Edenor received in-house legal advice, in its capacity as issuer, from Director of Legal and Regulatory Affairs María José Pérez Van Morlegan, Legal Affairs Manager Federico Ponelli, and Senior Attorney Sabrina Belén Hernández.
Legal advisers to the International Placement Agents and the Local Placement Agents under US law
Clifford Chance US LLP advised the International Placement Agents and the Local Placement Agents under US law, with a team led by partner Hugo F. Triaca and including associates Cristian Ragucci and Juan Andrés Bosch.
Legal advisers to the International Placement Agents and the Local Placement Agents under Argentine law
Bruchou & Funes de Rioja advised the International Placement Agents and the Local Placement Agents under Argentine law, with a team led by partner Alejandro Perelsztein and associates Manuel Etchevehere, Juan María Rosatto and Gonzalo Javier Vilariño.
Legal advisers to the Trustee, Co-Registrar, Principal Paying Agent and Transfer Agent
Reed Smith LLP advised the Trustee, Co-Registrar, Principal Paying Agent and Transfer Agent, with a team led by partner Adam Solowsky.
