On March 2nd 2022, the construction and real estate development company TGLT S.A. (“TGLT”), Banco Itaú Argentina S.A. (“Banco Itaú”) and Itaú Asset Management S.G.F.C.I.S.A. (“Itaú Asset Management”) have entered into a transfer and assignment agreement of the contractual position, participation certificates and trust securities owned by TGLT (hereinafter as the “Catalinas Participation”) issued under the "Contrato de Fideicomiso Financiero Privado Inmobiliario de Administración Catalinas I" (the “Catalinas I Trust”) executed by and between TGLT, BA Development II GmbH (“BA Development”) and Allaria Ledesma Fiduciaria S.A., as financial trustee (the “Financial Trustee”) (the “Transaction”). The Catalinas I Trust is the owner of a real estate property in the neighborhood of Retiro, City of Buenos Aires.
The Transaction involved the cancellation of TGLT’s financial debt with Banco Itaú through the payment with the Catalinas Participation and a cash payment on behalf of Itaú Asset Management for the price gap. In this regard, the cash payment was applied by TGLT to cancel a substantial part of its debt with Argentum Investment V LLC (“Argentum”) under the private notes issued by TGLT which also enabled the reduction of the standby letter of credit issued by Itaú Unibanco S.A., Nassau Branch as a guarantee for such indebtedness.
The execution of the Transaction was subject to a series of precedent conditions and requirements which, among others, included: (i) a consent solicitation addressed to the holders of TGLT’s Class XVI Notes in order to obtain the required consents for the implementation and closing of the Transaction; (ii) the obtaining of the consent of BA Development for the transfer of the Catalinas Participation and the negotiation of a new revised and amended document for Catalinas I Trust; (iii) the negotiation of the termination of certain ongoing agreements between TGLT, Catalinas I Trust and Ba Development; (iv) the obtaining of Argentum’s consent for the implementation and closing of the Transaction; and (v) the release or modification of the collateral of TGLT’s debt with Banco Itaú, Banco Itaú Uruguay S.A. and with Class XVI Notes.
With the execution of the Transaction, TGLT successfully concluded a fundamental stage of its restructuring process of financial liabilities, having canceled a large portion of its funded debt and rolling the maturity of a large part of its outstanding debt towards 2026 and 2027.
Legal counsel to TGLT S.A.
In–house Counsel: Daniel Antúnez.
Pérez Alati, Grondona, Benites & Arntsen: Partner Diego Serrano Redonnet and Associates: Alejo Muñoz de Toro, Nicolás Aberastury, Nahuel Perez de Villarreal, Cristian Marcos Chang and Jerónimo Juan Argonz.
Legal counsel to Banco Itaú Argentina S.A.
In house Counsel: Luis Vaini, Leonardo Micucci and Luisina Rossi.
Bomchil: Partner Fermín Caride and Associates María Victoria Tuculet, Francisco Zappa, Lucía Carro, María Victoria Genoni, Luciano Zanutto and Benjamín Anaya.
Legal counsel to BA Development II GmbH
Marval, O ´Farrell & Mairal: Partner Pablo Viñals Blake.
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