We advised the initial purchasers, dealer managers and the local placement agents in TGS’s international Notes issuance and tender offer
On July 24, 2024 Transportadora de Gas del Sur S.A. (“TGS” or the “Company”, indistinctly) issued, in local and international markets, its 8,500% senior secured notes due 2031, for an aggregate principal amount of US$ 490.000.000 (the “Notes”), in accordance with its program for the issuance of notes, approved by the Argentine Securities Commission (Comisión Nacional de Valores).
The transaction was carried out in accordance with Rule 144A and Regulation S of the U.S. Securities Act of 1933.
Simultaneously, TGS announced a cash tender offer (the “Tender Offer”) for any and all of its outstanding 6,750% senior notes due 2025 (the “2025 Notes”). From the US$ 470,324,000 outstanding principal amount of the 2025 Notes, US$ 299,439,000 in aggregate principal amount of the 2025 Notes, or approximately 63.67% of the 2025 Notes outstanding, have been validly tendered and not validly withdrawn pursuant to the Tender Offer.
The Company will use the proceeds of the Notes to purchase the 2025 Notes tendered pursuant to the Tender Offer and to redeem all other outstanding 2025 Notes not tendered in the Tender Offer.
The Notes will be listed on Bolsas y Mercados Argentinos S.A and Mercado Abierto Electrónico S.A.
Citigroup Global Markets Inc., Itau BBA USA Securities, Inc., J.P. Morgan Securities LLC and Santander US Capital Markets LLC acted as initial purchasers in the issuance of the Notes and dealer managers in the Tender Offer (the “Initial Purchasers” or “Dealer Managers”) and Banco Santander Argentina S.A. and Banco de Galicia y Buenos Aires S.A.U. acted as local placement agents in the issuance of the Notes an local information agents in the Tender Offer (the “Local Placement Agents” or “Argentine Information Agents”). CSC Delaware Trust Company acted as Trustee, Co-Registrar, Principal Paying Agent and Transfer Agent under the Indenture signed with YPF (the “Trustee, Co-Registrar, Principal Paying Agent and Transfer Agent”).
Counsel to the Initial Purchasers and the Local Placement Agents
Bruchou & Funes de Rioja‘s Banking & Capital Markets Department acted as legal counsel through its team lead by partners Alejando Perelsztein and Estanislao Olmos and associates Leandro E. Belusci, Sofía Maselli and Lucía De Luca.
Cleary Gottlieb Steen & Hamilton LLP acted as New York legal counsel through its team led by partners Juan G. Giráldez and Adam Brenneman, associates Nicole Mueller, Sophie Low and Amanda Pareja Villegas, and Law Clerk Mauricio Nieto.
Counsel to TGS
Salaverri, Burgio & Wetzler Malbrán acted as legal counsel through its team lead by partner Roberto Lizondo and associates Josefina Ryberg, Santiago Linares Luque and Valentina Buschiazzo Ripa.
Skadden, Arps, Slate, Meagher & Flom LLP acted as New York legal counsel through its team led by partner Alejandro González Lazzeri, European Counsel Alejandro Ascencio and associates Elvira Perez, Jean Aziz and Mariana Urban.
In-House Counsel to Transportadora de Gas del Sur S.A.
Transportadora de Gas del Sur S.A. was advised by its in-house legal team comprising attorneys Hernán Flores Gómez, Silvia Migone Díaz, Paula Tourn and Nicolás Quiroga.
Counsel to the Trustee, Co-Registrar, Principal Paying Agent and Transfer Agent
Thompson Hine LLP acted as legal counsel through its team led by partners Irving C. Apar and Yesenia Batista.
