We advised PCR and Luz de Tres Picos on the international co-issuance of US$400 million notes
Bruchou & Funes de Rioja advised Petroquímica Comodoro Rivadavia S.A. (“PCR”) and Luz de Tres Picos S.A. (“LDTP” and, together with PCR, the “Co-Issuers”), which successfully completed the co-issuance of their Class 1 Notes, denominated and payable in U.S. dollars outside Argentina, bearing interest at a fixed rate of 8.500% per annum, with an issue price of 99.354% of its nominal value, a yield of 8.625% per annum, and maturing on July 28, 2034, for an aggregate principal amount of US$400,000,000 (the “Notes”). Tavarone Rovelli Salim Miani advised BBVA Securities Inc., Itau BBA USA Securities Inc., Santander US Capital Markets LLC and Balanz Capital UK LLP, as international initial purchasers (the “International Initial Purchasers”); Galicia Capital US, LLC, as international sales agent (the “International Sales Agent”); and Allaria S.A., Balanz Capital Valores S.A.U., Banco de Galicia y Buenos Aires S.A., Banco Santander Argentina S.A. and Industrial and Commercial Bank of China (Argentina) S.A.U., as local placement agents (the “Local Placement Agents”). The Bank of New York Mellon acted as international trustee of the Notes.
The transaction marks a milestone for the Argentine capital markets as it is the first co-issuance of notes completed under the new simplified public offering regime established by General Resolution No. 1095/2025 of the Argentine Securities Commission (Comisión Nacional de Valores, or “CNV”), which comprehensively modernized the regime applicable to issuers and allows the joint and several issuance of notes by up to five affiliated issuers under the same program. PCR and LDTP thus became the first companies in the Argentine market to rely on this new framework.
The transaction consisted of an international offering directed to qualified institutional buyers in the United States pursuant to Rule 144A under the U.S. Securities Act of 1933 and to investors outside the United States pursuant to Regulation S, complemented by a public offering in Argentina under the CNV regime. Principal will be amortized in three annual installments equal to 33%, 33% and 34% of the original principal amount issued, payable on July 28, 2032, July 28, 2033 and July 28, 2034, respectively.
The placement of the Notes was carried out through an international book-building process conducted by the International Initial Purchasers, as provided for in the offering documentation. Pricing of the Notes took place on July 22, 2026, and the issuance and settlement date was July 28, 2026.
In-house counsel to the Co-Issuers: Mariano Juárez Goñi, Florencia Fridman and Marcelo Ra.
Legal counsel to the Co-Issuers:
Bruchou & Funes de Rioja acted as Argentine counsel to the Co-Issuers, through a team formed by partner José María Bazán and associates Manuel Etchevehere, Sebastián Pereyra Pagiari and Gonzalo Javier Vilariño.
Linklaters LLP acted as New York counsel to the Co-Issuers, through a team comprising partners Emilio Minvielle and Matthew Poulter, counsel Marcelo Arellano, associate Madeleine Bléhaut and international associate Francisco Algorta. Partner Gabriel Grossman and associate Bernard Yi provided tax advice.
Legal counsel to the International Initial Purchasers, the International Sales Agent and the Local Placement Agents:
Tavarone Rovelli Salim Miani acted as Argentine counsel to the International Initial Purchasers, the International Sales Agent and the Local Placement Agents, through a team formed by partners Marcelo Tavarone and Francisco Molina Portela and associates Juan Cruz Carenzo, Azul Namesny, Bárbara Valente, Melina Dirakis and Francisco Lemesoff.
A&O Shearman LLP acted as New York counsel to the International Initial Purchasers, through a team formed by partner Alejandro Gordano and associates Mariana Lobato and Teresa Zúñiga.
