Marval and Bomchil advise in the execution of a Framework Agreement for refinancing loans

Marval O’Farrell Mairal and Bomchil participated as advisors in the execution of a Framework Agreement for refinancing loans for an initial amount of U$S 120,000,000 granted to Aeropuertos Argentina 2000 S.A.

Aeropuertos Argentina 2000 S.A. entered into a refinancing framework agreement (the "Framework Agreement") with the Argentine branch of Citibank N.A.("Citibank Argentina"), the Industrial and Commercial Bank of China (Argentina) S.A.U. ("ICBC"), Banco Galicia y Buenos Aires S.A.U., ("Banco Galicia"), and Banco Santander Río S.A. ("Banco Santander" and, jointly with Citibank Argentina, ICBC, Banco Galicia and Banco Santander, the "Banks"), to establish new definitive terms and conditions to execute the necessary documentation to implement the deferral (in financial terms) and refinancing of certain principal repayments under the Existing Loans (as detailed below) through the granting of new loans with the Banks. 

The loans to be refinanced are: (i) the "offshore" credit facility agreement, dated August 9, 2019, as amended, with Citibank N.A., as lender; (ii) the "onshore" credit facility agreement dated August 9, 2019, as amended, with ICBC, Banco Galicia, and Banco Santander; (iii) the bilateral loan agreement, dated June 8, 2020, with ICBC, as amended; (iv) the three bilateral loan agreements, each dated August 7, 2020, with each of the Branches of Citibank N.A. in Argentina, Banco Galicia and Banco Santander, as amended; (v) the four bilateral loan agreements, each dated February 19, 2021, with ICBC, Banco Santander, Banco Galicia and the Branch of Citibank N.A. in Argentina; and (vi) the four bilateral loan agreements, each dated May 17, 2021, with ICBC, Banco Santander, Banco Galicia and the Branch of Citibank N.A. in Argentina, respectively (the "Existing Loans").

The Framework Agreement was entered into in connection with the exchange offer of the notes issued by AA2000 in 2017 for an original aggregate principal amount of U$S400,000,000 at an annual rate of 6.875% and in 2020 for an original aggregate principal amount of U$S306,000,066 at a rate of 6.875% Cash/9.375% launched by AA2000 (the "Exchange Offer"). The execution of the Framework Agreement was a necessary condition under the Exchange Offer for its consummation and the issuance of new Class I Series 2021 notes at 8.500% due 2031, which were issued on October 28 for an original aggregate principal amount of U$S208,949,631.

In addition, the Banks and Citibank undertook to grant the necessary waivers under the Existing Loans under the terms agreed in the Framework Agreement.

Both the Refinancing Framework Agreement and the Exchange Offer are made in the context of the COVID-19 pandemic, which has severely affected national and international air traffic, thus affecting AA2000’s financing requirements.

AA2000 is the largest airport concessionaire in Argentina since 1998 and is entitled, under a Concession Agreement with the Argentine Government, to use, operate and manage 35 of the 54 airports in the Argentine airport system, including the two most transited airports in the country.

Aeropuertos Argentina 2000 S.A. counsels:

Bomchil acted as counsel to AA2000, with a team led by partners Patricio Martin and María Victoria Funes, assisted by associates María Victoria Tuculet, Luciano Zanutto and Emir Faita.

Finally, Andrés Zenarruza and Candela López Linetti acted as in-house counsel of AA2000 for the transaction.

Bank counsels:

Marval O’Farrell Mairal acted as counsel to the Banks, with a team led by partner Roberto E. Silva, assisted by associates Francisco Abeal, Martin I. Lanus (currently working in the United States as a foreign lawyer), Pablo H. Lapiduz and Cecilia V. Ramos.

Bomchil and Marval O’Farrell Mairal have acted as counsels both in the issuance of the AA2000 Notes issued in 2017, in the exchange of the 2017 Notes for the 2020 Notes and in the granting of certain loans granted to AA2000 in 2019, 2020 and 2021 and their refinancing (which will take place soon), and the exchange of the 2017 and 2020 Notes for the 2021 Notes. Bomchil and Marval also acted as advisors in the initial public offering of the shares of Corporación América Airports S.A., the controlling company of AA2000.