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Bruchou, Fernández Madero & Lombardi advises “Fideicomiso creado por Decreto 976/01”
03/09/2010

Bruchou, Fernández Madero & Lombardi advises “Fideicomiso creado por Decreto 976/01” (the “Trust”) in raising AR$ 300.000.000 in the third trust debt securities offer under the Trust to finance the Federal Plan for Roads. This Plan contemplates investments amounting to AR$ 4,000,000,000.

The structure comprises two tranches: a short tranche due in 2015 (the “Trust Debt Securities Class 1”) and a long tranche due in 2021 (the “Trust Debt Securities Class 2”).The trust debt securities (the “Trust Debt Securities”) were issued under the Fideicomiso creado por Decreto 976/01 on February 11, 2010 by Banco de la Nación Argentina, acting as trustee.

As in the second trust (where the same parties where involved and the trust debt securities were issue on November 5, 2009) the Trust Debt Securities were rated as “raA-” by Standard & Poor’s International Ratings LLC, Argentina Branch.

The Trust Debt Securities yield a floating interest rate of BADLAR + 550 bps, today equivalent to approximately  a 15% yield in Argentine Pesos. The Trust Debt Securities were totally subscribed in the local market.

This deal represents the first case in which the underlying asset of a financial trust offered to the market comprises exclusively future cash-flows of a tax created by the National Government (diesel oil tax, according to Law N° 26.325).

On the other hand, the public offering of the Trust Debt Securities issued under the Trust did not need of the authorization by the Argentine Securities Exchange Commission. The Commission’s Board took into account the particular nature of the trust (aimed at developing infrastructure and public works) and of the trustee issuer (the Banco de la Nación Argentina, a public financial entity). Therefore, the Commission applied section 18 of the Public Offering Law N° 17,811, that exempts the issuances of the public sector of authorization by Argentine Securities Exchange Commission.

The Trust Debt Securities were listed in the Buenos Aires Stock Exchange.

Local financial institutions were able to invest in the Trust Debt Securities (besides the National Administration for Social Security), since the Central Bank of Argentina passed a new regulation enabling local financial institutions to invest in trust debt securities issued by financial trusts created to finance public works or infrastructure projects.

Nación Fideicomisos S.A. acted as arranger of the transaction, while Nación Bursátil Sociedad de Bolsa S.A. acted as placement agent.

The structuring of the transaction involved the active participation of Nación Fideicomisos S.A. and its financial and legal advisors. In this respect, Bruchou, Fernández Madero & Lombardi deployed its Capital Markets Department specialized in infrastructure projects and its Departments of Public Sector Law and Tax Law.

Proceeds from the offer will be used by the Secretary of Public Works for the execution of the Federal Plan for Roads during 2009 and 2010, which will include the paving of 22,570 blocks, including access to schools and hospitals.

Legal Advisors of the Arranger

Bruchou, Fernández Madero & Lombardi, team led by partner Marcelo R. Tavarone and associates Agustín L. Cerolini and Ángeles Di Girolamo.

Additionally, it was advised by its in-house counsel María del Carmen García Valverde.

Legal Advisors to the Trustee

Banco de la Nación Argentina, as trustee, was advised by its in-house Legal Department.

Financial Advisors to the Arranger

Deloitte & Touche – Corporate Finance S.A., with the participation of Luis Dubisky, Eduardo De Bonis, Pablo Muñoz and Martín Alfonso.

Legal Advisors to the Placement Agent

Nicholson & Cano Abogados, through partner Mario Kenny and associate Juan Martín Ferreiro.


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