Bruchou, Fernández Madero & Lombardi – Abogados advised in the recent issue of trust securities by the Financial Trust “Loma Blanca Serie I” (the “Financial Trust”) for an aggregate amount of USD 103,000,000. The Financial Trust issued Series A Debt Trust Notes that amounts to USD 29,890,000, equivalent to $ 128,308,803, and Series B Debt Trust Notes for USD 73,110,000 (jointly, the Series A Debt Trust Notes and Series B Debt Trust Notes, the “DTN”).
The Trust Securities were issued on December 29, 2011 and the proceeds obtained through the issue of DTN shall be used by Isolux Corsán Energías Renovables S.A. (“ICERSA”) for the construction and commissioning of the first of four wind farms of 50MW (fifty megawatts) (el “Parque Eólico Loma Blanca IV”) which will be located in the Municipality of Trelew, Province of Chubut.
The Financial Trust underlying assets are guaranteed notes (the “Notes”) issued by ICERSA, mirroring the same terms and conditions of the DTN issued by the Financial Trust.
The Notes are guaranteed by: (i) the assignment of receivables under the electricity supply contract entered into between ICERSA and Energía Argentina S.A. (“ENARSA”); (ii) the assignment of receivables under the electricity supply contract entered into between Compañía Administradora del Mercado Eléctrico Mayorista S.A. (“CAMMESA”) and ENARSA; (iii) the assignment of ICERSA’s position as beneficiary of the renewable energy collateral trust, through which ICERSA is entitled to a portion of a National Treasury Guaranty amounting to U$S 34,648,795 and a security fund that represents 10% of payments made under CAMMESA’s supply agreement, and (iv) a first demand guarantee of Corporación Andina de Fomento for up to 95% (ninety five percent) of the amount of the aforementioned National Treasury.
Additionally, as collateral for the performance and completion of the works, the Trustor is entitled to (i) a completion guarantee by the company Isolux Ingeniería S.A. (“ISISA”) and its spanish head office Grupo Isolux Corsán S.A. , that in addition, together with Isolux Corsán Argentina S.A. (“ICASA”) also committed to contribute the amount of U$S 23,414,311.48 for the project completion- and (ii) a pledge of 100% on ICERSA’s shares.
The creation of the Financial Trust is a further step to continue with the development of wind power energy infrastructure in Argentina. The structure used is unique in the argentine market for project financing, because private notes issued by an special purpose vehicle created for the project and their respective guarantees are transferred to a public offering financial trust which in turn issues trust securities; this allows to have at the same time the benefits of corporate bonds (direct resource against the SPV that owns the project) and of financial trust notes (tax advantages and separate assets from the issuer). This is a complex structure, novel and efficient, that was authorized by the National Securities Commission and the Stock Exchange of Buenos Aires.
The company in charge of the project development, also issuer of private notes, is ICERSA, a company belonging to Isolux Corsán, a spanish business group, while firms of the same group, ISISA and ICASA acted as trustees. Nación Fideicomisos S.A. acted as trustor, KBR Finance as ICERSA’s financial advisor, Banco Macro S.A. participated as arranger and organizer and Macro Securities S.A. Sociedad de Bolsa acted as placement agent through the DTN’s public offering.
Bruchou, Fernández Madero & Lombardi - Abogados acted as legal counsel of the transaction through the team led by partner Carlos E. Lombardi and associates Federico M. Salim, Carla Russo, Martina Galarraga, Tomás Ocampo and Andrés Chester.
Additionally, the trustees were legally advised by the law firm De Biasi, Castellanos & De Goycoechea and Nación Fideicomisos S.A. was advised by his in-house lawyer Jorge Castellión.