30 May 2022

SCC Power Acquires Business Enterprise of Stoneway

On May 17, 2022, SCC Power Plc ("SCC Power") announced that, together with related entities, it has acquired the business enterprise of Stoneway Capital Corporation ("Stoneway"), consisting of four power generation facilities located in Argentina with an aggregate installed capacity of 737 MW.

In 2017, Stoneway, a corporation incorporated under the laws of New Brunswick, Canada, issued $ 665,000,000 off its 10.000% Senior Secured Notes due 2027 (the "Existing Notes"), the proceeds of which were used to pay engineering, procurement, construction and development costs relating to four power generation plants located in the cities of Matheu, Zarate, Lujan and San Pedro, in Buenos Aires, Argentina. During 2020, certain lenders of a U.S.$168,000,000 mezzanine loan executed their collateral, taking control of Stoneway. 

In February 2022, as a result of certain defaults under the Existing Notes, Stoneway and certain related entities filed a debt restructuring plan under Chapter 11 of the U.S. Bankruptcy Code and under the Canada Business Corporations Act, which became effective on May 17, 2022. 

The restructuring transaction and acquisition of the Stoneway business by SCC Power was carried out as part of such restructuring plan. As consideration for the assets, SCC Power issued to certain creditors and interest holders U.S.$17,861,000 6.000% Secured First Lien Notes due 2028, U.S.$310,000,000 8.000% Secured Second Lien Notes due 2028 and U.S.$200,000,000 4.000% Secured Third Lien Notes due 2032. The first interest payment under the notes is due on September 15, 2022.

SCC Power is a public limited company organized under the laws of England and Wales, wholly controlled by Stoneway Custody Statutory Trust, whose sole ultimate beneficial owner is MSU Energy Holding Ltd. MSU Energy Holding is also the controlling company of MSU Energy S.A., a corporation (sociedad anónima) incorporated in Argentina, which owns and operates state-of-the-art combined cycle plants with an aggregate installed capacity of 750M, two located in the province of Buenos Aires and one in the province of Córdoba. 

External Counsels to UMB Bank, N.A.

Perkins Coie advised UMB Bank, N.A. as trustee under the Debt Securities Issuance Indenture through its team led by partner Tina N. Moss (Bankruptcy and Restructuring), and associates Ronald T. Sarubbi and Lincoln Finkenberg (Financial Transactions) and counsel Paul Jasper.

In addition, Borden Ladner Gervais LLP advised UMB Bank, N.A. through its team led by partners Roger Jaipargas (Insolvency and Restructuring) and Manoj Pundit (Financial Transactions).

PAGBAM through its Banking & Capital Markets team led by partner Alan Arntsen and associate Bárbara Santori; its Insolvency and Restructuring team led by partner Lautaro D. Ferro and counselor Nicolás E. Del Hoyo; and its Anti-Trust team led by partner Luis D. Barry.

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