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UncategorizedBruchou advised in the Argentina’s first corporate green bond in the international capital markets

September 13, 2021

Genneia S.A. (“Genneia”), the leading renewable energy generation company in Argentina, successfully concluded a liability management transaction, Argentina’s first corporate green bond in the international capital markets, which consisted in the issuance of its US$366,118,638 8.750% Senior Secured Notes due 2027 (the “New Notes”). The transaction was launched on August 2, 2021 and the settlement took place on September 2, 2021.

The New Notes will benefit from an onshore fiduciary trust assignment agreement, whose assets consist of future receivables of Genneia collectable under certain power purchase agreements and that provides for a United States dollars reserve account scheme.

The New Notes were issued in an international exchange offer for Genneia’s outstanding notes series XX due 2022 (the “Series XX Notes”) and privately issued notes due 2022 (the “Private Notes” and, together with the Series XX Notes, the “Existing Notes”). The transaction also involved a consent solicitation for certain proposed amendments to the terms and conditions of the Existing Notes. As of the settlement date, US$408,076,000 in aggregate principal amount of Series XX Notes (representing 81,62% of the aggregate principal amount of Series XX Notes outstanding) and US$53,285,999 in aggregate principal amount of Private Notes ( representing 100% of the aggregate principal amount of Private Notes outstanding), have been tendered in the exchange offer.

The New Notes comply with:
  • The four main components of the ICMA’s (International Capital Market Association) Green Bond Principles 2018 (GBP).
  • The Guidelines for the Issuance of Social, Green and Sustainable Negotiable Securities in Argentina, as set forth in the Rules of the National Securities Commission.
  • The Guide to Social, Green and Sustainable Bonds at the Bolsas y Mercados Argentinos S.A. Panel (“BYMA”).

In addition, Genneia has a Second Party Opinion issued by Sustainalytics, an external reviewer, confirming that the Genneia’s Green Bond Framework is impactful and aligns with the four main components of the GBP.

BofA Securities, Inc. and J.P. Morgan Securities LLC acted as dealer managers, Macro Securities S.A. acted as local placement agent, UMB Bank N.A. acted as New Notes´ trustee, registrar, New York transfer agent and New York paying agent, Banco Santander Río S.A. acted as Argentine registrar, Argentine transfer agent, Argentine paying agent and representative in Argentina of the New Notes trustee, and Banco Comafi S.A. acted as onshore collateral trustee.

 

Legal advisors of Genneia:

Partner Bazán, José María and associates Ragucci, Cristian and Etchevehere, Manuel. Rey, Daniela and Muir, Pablo advised Genneia on tax matters.

Other relevant transactions in which we participate

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