We advised on AySA’s international exchange offer and consent solicitation for an amount of US$500 million
On December 27, 2022, Agua y Saneamientos Argentinos S.A. (“AySA” or the “Issuer”) successfully consummated the offer to exchange its 6.625% Notes due 2023(the “Existing Notes”) for newly issued 7.900% Notes due May 1, 2026 (the “New Notes”) and cash (the “Exchange Offer”), and consent solicitation to eliminate certain events of default under the indenture governing the Existing Notes (the “Proposed Amendments”), in accordance with the terms of the Exchange Offer and Consent Solicitation Memorandum, dated November 18, 2022 (as supplemented, the “Exchange Offer and Consent Solicitation Memorandum”).
Approximately US$478.2 million aggregate principal amount of Existing Notes, representing approximately 95.64% of the aggregate principal amount of Existing Notes outstanding, were tendered and accepted, and approximately US$309.8 million aggregate principal amount of New Notes were issued pursuant to the Exchange Offer.
Additionally, as the requisite consents were obtained, the Proposed Amendments were adopted at a noteholders’ meeting and the related supplemental indenture became effective.
BofA Securities, Inc., HSBC Securities (USA) Inc. and AdCap Securities LTD acted as Dealer Managers and Solicitation Agents; Morrow Sodali Limited acted as Information, Exchange and Proxy Agent; and UMB Bank, N.A. acted as New Notes Trustee, Paying Agent, Co-Registrar and Transfer Agent of the New Notes.
Counsel to Agua y Saneamientos Argentinos S.A.:
Bruchou & Funes de Rioja acted as legal counsel in Buenos Aires through its team led by partner Alejandro Perelsztein, together with associates Ramón Augusto Poliche, Josefina Mortola Saiach and Facundo Suarez Loñ.
Holland & Knight LLP acted as legal counsel in New York through its team led by partner Stephen Double, together with associate Maria De Bedout and international law clerk Pedro Cruz Morandé.
In-House Counsels: AySA was advised by its in-house legal team led by Gala Barbieri, Luis Sprovieri and María Laura Álvarez.
Counsels to Dealer Managers and Solicitation Agents:
Salaverri | Burgio | Wetzler Malbrán Abogados acted as legal counsel in Buenos Aires of BofA Securities, Inc., HSBC Securities (USA) Inc., and Adcap Securities LTD through its team led by partner Roberto Lizondo, together with associates Santiago Freyre, Camila Mindlin, Sebastian Swinnen, Matias Solovitas and Santiago Linares.
Linklaters LLP acted as legal counsel in New York of BofA Securities, Inc., HSBC Securities (USA) Inc., y Adcap Securities LTD through its team led by partner Conrado Tenaglia and counsel Alejandro Gordano, together with associates Madeleine Blehaut and Juan Mata and foreign attorney Mario Lecari.
Counsels to New Notes Trustee and the Existing Notes Trustee:
Jones Walker LLP acted as legal counsel in New York of UMB Bank, N.A., in its New Notes Trustee role and of U.S. Bank Trust Company, National Association, in its Existing Notes Trustee role, through its partner Wish Ziegler.
In-House counsels to Representative of the Existing Notes Trustee in Argentina:
Banco Santander Argentina S.A., acting as Representative of the Existing Notes Trustee in Argentina, was advised by its team formed by Ignacio Manuel García Deibe, Eloísa Rodríguez and Federico Tantanian.