Genneia’s international Exchange Offer and Consent Solicitation

Bruchou, Fernández Madero & Lombardi; Linklaters LLP; Simpson Thacher & Barlett LLP; Errecondo, Gonzalez & Funes Abogados; and Tanoira Cassagne Abogados acted as advisors in Genneia’s international Exchange Offer and Consent Solicitation.

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 dollar reserve account scheme.

The New Notes were issued in an international exchange offer in exchange for Genneia’s outstanding notes series XX due 2022 (the "Notes Series XX") and privately issued notes due 2022 (the "Private Notes" and, together with the Notes Series XX, the "Existing Notes"). The transaction also involved a consent solicitation to ratify 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 substantially 100% of the aggregate principal amount of Private Notes outstanding, have been tendered in the exchange offer.

The New Notes comply with (i) the four main components of the ICMA’s (International Capital Market Association) Green Bond Principles 2018 (GBP), (ii) 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, and (iii) 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 agents, UMB Bank N.A. acted as Notes Series XXXI 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 Notes Series XXXI trustee, and Banco Comafi S.A. acted as onshore collateral agent. 

This issuance is part of Bruchou’s Climate Action and Sustainable Business Platform, which has been created to meet the growing demand from its clients on an issue that occupies an expanding space in the global, regional and local corporate agenda. Bruchou considers that urgent climate action is needed to reduce carbon emissions, and to support its clients’ efforts in this regard, in line with the goals set by the UN’s Paris Agreement. In that sense, Bruchou has participated in almost all green bond issues on the local and international market. 

Legal advice to Genneia:

Bruchou, Fernández Madero & Lombardi counseled Genneia through a team led by José María Bazán, and assisted by Cristian Ragucci and Manuel Etchevehere. Daniela Rey and Pablo Muir advised Genneia on tax matters. 

Linklaters LLP counseled Genneia through a team led by Alejandro A. Gordano, and assisted by Stephanie Torres and Juan Mata. 

In-house counsel: Eduardo Segura, Carlos Lovera and Matías Fraga. 

Legal advice to placement agents:

Simpson Thacher & Bartlett LLP counseled the placement agents through a team led by Juan Francisco Mendez, and assisted by Laura Ribero and Antonio Ribichini. 

Errecondo, Gonzalez & Funes Abogados counseled the placement agents through a team led by Facundo Goslino, and assisted by Constanza Martella and Ona Dimnik.

Legal advice to the trustee: 

Tanoira Cassagne Abogados counseled the collateral agent through a team led by partner Alexia Rosenthal, and associates Ignacio Criado Díaz and Francisco Rojas Andri. 

In-house counsel: Alberto Nougues.