PBBPolisur S.R.L. and Dow Investment Argentina S.R.L. (“Dow”), Argentine subsidiaries of The Dow Chemical Company, subscribed convertible notes for an aggregate principal amount of US$200 million, issued through a private placement by Compañía General de Combustibles S.A. (the “Convertible Notes” and “CGC”). Dow was advised by the law firm Pérez Alati, Grondona, Benites & Arntsen (PAGBAM), while CGC was advised by the law firm Bomchil.
The Convertible Notes are denominated in U.S. dollars and were subscribed and will be payable in equivalent argentine pesos.
The Convertible Notes (i) may be converted, at Dow's option, into Class "C" common shares which, to the extent they represent more than 10% of CGC's equity and votes, will allow Dow to designate a principal director and an alternate director; (ii) will be early redeemable by CGC on the second anniversary of their issuance; (iii) will not accrue compensatory interest; and (iv) will be redeemable in a single installment due on July 11, 2028.
The proceeds of the Convertible Notes will be allocated by CGC to refinance financial liabilities, including the early redemption in full of Class 22, 24, 26 and 29 unsecured non-convertible notes.
Advisors to Dow:
Pérez Alati, Grondona, Benites, Arntsen: Partners: Diego María Serrano Redonnet and Associates Juan Ignacio Dighero, Mora Mangiaterra Pizarro and Tamara Friedenberger. With the support of Partners Francisco Javier Romano (energy), Luis Barry (antitrust) and Facundo Fernández Santos (tax), Counselors Estefania Balduzzi (corporate) and Clara Rodríguez Llanos (antitrust), and Associates Florencia González Klebs (tax) and Lucia Daniela Campos (corporate).
In-house Counsel: Josefina Tobías and Paralegal Ana Rivarola.
