We advised the Ad Hoc Group of Holders of the Senior Secured Notes in the comprehensive restructuring of Grupo Albanesi’s financial indebtedness
Bruchou & Funes de Rioja acted as Argentine legal counsel to the ad hoc group of holders (the “Ad Hoc Group”) of the 11.000% Senior Secured Notes due 2031 (the “2031 Notes”) co-issued by Generación Mediterránea S.A. (“GEMSA”) and Central Térmica Roca S.A. (“CTR” and, together with GEMSA, the “Issuers”), in connection with the comprehensive restructuring of Grupo Albanesi’s financial indebtedness.
About the Transaction:
Grupo Albanesi ranks among Argentina’s largest private electricity generators. The restructuring was prompted by defaults on debt service obligations across Grupo Albanesi entities beginning in April 2025, affecting total outstanding indebtedness in excess of US$1 billion.
The Ad Hoc Group, comprised of a group of market-leading financial institutions, entered into a Restructuring Support Agreement with the Issuers on March 20, 2026.
Pursuant to the Restructuring Support Agreement, the Issuers launched an exchange offer (the “Exchange Offer”) for the 2031 Notes on May 4, 2026. The Exchange Offer was subject to a Minimum Participation Condition of 85% of the aggregate outstanding principal amount of the 2031 Notes, the majority threshold required to release the collateral securing the 2031 Notes.
On June 2, 2026, the Issuers announced the successful completion of the Exchange Offer, with participation of 97.88% of the aggregate outstanding principal amount (approximately US$346.5 million in aggregate principal amount) of the 2031 Notes. Participation comfortably exceeded both the 85% Minimum Participation Condition and the 90% threshold entitling the Issuers to exercise the clean-up call. Settlement of the Exchange Offer occurred on June 5, 2026.
The new instruments issued in the Exchange Offer consist of Senior Secured Fixed Rate Step-Up Notes due 2034 (Class XLVI) (the “New Notes”) and Value Recovery Notes due 2036 (Class XLVII) (the “VRI Notes”), issued as in-kind consideration in the Exchange Offer. The New Notes bear interest at a fixed incremental rate of 7.500% per annum through June 30, 2028, 8.000% per annum through June 30, 2030, and 9.000% per annum thereafter, payable semi-annually in cash, and amortize in 17 installments commencing December 31, 2026, with a final maturity of December 31, 2034. The VRI Notes bear interest at a fixed rate of 10.500% per annum payable in kind (PIK) through December 31, 2034, and 4.000% per annum payable in cash thereafter, with a final maturity of June 30, 2036.
The New Notes and the VRI Notes are equally and ratably secured by a broad collateral package. Certain secured local notes issued by the Issuers share certain collateral with the New Notes and VRI Notes.
The collateral package is governed by Argentine law and includes onshore collateral trust agreements with an active trust assignment structure, chattel mortgages (prendas con registro) over generation equipment, mortgages, a share pledge, and a usufruct assignment. TMF Trust Company (Argentina) S.A. serves as Argentine Collateral Agent and Onshore Trustee under the local collateral documents. The collateral documentation also includes multiple Intercreditor Agreements governing the rights and priorities among the various secured parties.
Bruchou & Funes de Rioja Team
The Bruchou & Funes de Rioja team was led by partners José María Bazán, Martín Beretervide, Pablo Muir and Leandro Belusci, with associates Quimey Lia Waisten, Lucía De Luca, and Marco Haas.
