Zang, Bergel & Viñes Abogados has advised IRSA Inversiones y Representaciones Sociedad Anónima ("IRSA" or the "Company") in the exchange and issuance of Series No VIII Notes and Series No IX Notes (collectively, the "Notes") transaction, under its Global Notes Program (not convertible into shares) for up to USD 600,000.000 (US Dollars six hundred million) (or its equivalent in other currencies or units of value).
Pérez Alati, Grondona, Benites & Arntsen advised BACS Banco de Crédito y Securitización S.A., Banco Hipotecario S.A., Banco de Galicia and Buenos Aires S.A.U., Banco Santander Río S.A., AR Partners S.A., Banco de la Provincia de Buenos Aires, Balanz Capital Valores S.A.U., Puente Hnos. S.A., Bull Market Brokers S.A. and SBS Trading S.A. as placement agents of The Notes (the “Placement Agents”).
The transaction consisted of an exchange offer, through which IRSA offered the subscription of the Notes, by exchanging Series No I Notes, denominated and payable in US Dollars due on November 15, 2020 (the "Eligible Notes") and, in the case of Series No IX Notes, subscription in cash was also accepted. In addition to the exchange offer, IRSA requested the consent of holders of the Eligible Notes to implement certain modifications to the terms and conditions of issuance of the Eligible Notes.
On November 12, 2020, IRSA successfully closed the exchange offer, obtaining 98.31% subscription, and concreted: the issuance of Series No VIII Notes for a total face value of USD 31,679,760 (US Dollars thirty-one million six hundred and seventy-nine thousand seven hundred and sixty), due November 12, 2023, at a nominal annual fixed interest rate of 10.00% (payable quarterly) and at an issuance price of 100% of face value; and the issuance of Series No IX Notes for a total face value of USD 80,676,505 (US Dollars eighty million six hundred and seventy-six thousand five hundred five), due March 1, 2023, at a nominal annual fixed interest rate of 10.00% (payable quarterly) and at an issue price of 100% of face value.
The offer was directed to the local market and the Notes have been authorized for listing on Bolsas y Mercados Argentinos S.A. and for negotiation in Mercado Abierto Electrónico S.A.
It should be noted that this transaction is a pioneer for the Argentine capital market, mainly for two reasons:
(i) it is the first refinancing of notes, carried out as a consequence of the provisions of Communication “A” 7106 of the Argentine Central Bank, which restricts access to the Argentine Foreign Exchange Market to obtain US Dollars for the payment of debt securities with public registry in the country denominated in foreign currency and maturing between October 15, 2020 and March 31, 2021, and requires restructuring at least 60% of principal maturities within two years of average life; and
(ii) this is the first time that an Argentine company has modified essential terms of its Notes (money terms), under collective action clauses (“CACs”) provided for in its bonds, reaching the majorities required by the issuance conditions and without holding a bondholders’ meeting, with mandatory effect for all holders thereof.
Counsel to the Placement Agents
Pérez Alati, Grondona, Benites & Arntsen acted as legal advisor to the placement agents through partner Diego Serrano Redonnet, its counseler Danilo Parodi Logioco and associates Guido Meirovich, Nicolás Aberastury y Paula Balbi.
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