We advised on Grupo Albanesi’s offering of Notes for US$74,999,000 in the Argentine and International Capital Markets
On July 26, 2023, Generación Mediterránea S.A. and Central Térmica Roca S.A., leading companies of Group Albanesi in the power generation sector, as co-issuers, successfully completed the offering of 13.25% Class XXII Notes for US$74,999,000 due July 26, 2026, issued under the Notes Program for an amount up to US$1,000,000,000.
The offer was addressed in Argentina through a public offering only for “qualified investors” (inversores calificados) and an international offering not registered under the U.S. Securities Act of 1933, as amended, (“Securities Act”) only for (i) “accredited investors” as defined in Rule 501(a) under Regulation D under the Securities Act, that also are “qualified institutional buyers” as defined in Rule 144A under the Securities Act, and (ii) outside the United States, to persons other than “U.S. persons” (as defined in Rule 902 under the Securities Act) and who are not acquiring Class XXII Notes for the account or benefit of a U.S. person, in offshore transactions in compliance with Regulation S under the Securities Act.
The proceeds from the placement were partially used to refinance the 9.625% Notes due July 2023, issued by the issuers for an aggregate principal amount of US$336,000,000.
The Class XXII Notes are secured by an Argentine law-governed collateral trust and first-priority pledges.
Generación Mediterránea S.A. and Central Térmica Roca S.A. acted as issuers of Class XXII Notes. The Bank of New York Mellon acted as Class XXII Notes Trustee, Paying Agent, Registrar, Transfer Agent, and Settlement Agent. Balanz Capital Valores S.A.U. acted as local Registrar. TMF Trust Company (Argentina) S.A. acted as Argentine Collateral Agent and Onshore Trustee. SBS Trading S.A., Banco de Servicios y Transacciones S.A. and Balanz Capital Valores S.A.U. acted as Placement Agents.
Legal and financial advice: the details
Counsel to Generación Mediterránea S.A. and Central Térmica Roca S.A.:
Tavarone, Rovelli, Salim & Miani through its team led by partners Marcelo Tavarone and Francisco Molina Portela, together with associates Ximena Sumaria, Agustín Ponti, Quimey Lia Waisten and Sebastián Chibán Zamar.
Skadden, Arps, Slate, Meagher & Flom LLP in New York through its team led by partner Alejandro González Lazzeri, together with associates Alejandro Ascencio, Jenny Ferron and Elvira Pérez.
In-House Counsel to Generación Mediterránea S.A. and Central Térmica Roca S.A.:
The Issuers were also advised by their in-house legal team formed by Fabiana Marcela López León, Claudio Gastón Mayorca and María Mercedes Cabello.
Counsel to Placement Agents, local Registrar and investors:
Gibson, Dunn & Crutcher LLP through its team led by partner Tomer Pinkusiewicz, together with associates Marie M. Kwon and Alvaro Rueda.
Counsel to Class XXII Notes Trustee, Paying Agent, Registrar, Transfer Agent, and Settlement Agent:
Jones Walker LLP in New York through its partner Wish Ziegler.
In-House Counsel to Argentine Collateral Agent and Onshore Trustee:
The Argentine Collateral Agent and the Onshore Trustee were advised by their in-house legal team formed by Leonardo Pirolo.