Marval, Bomchil and Beccar advised Aeropuertos Argentina 2000 S.A. in the exchange of its Notes

Marval O’Farrell Mairal, Bomchil and Beccar Varela recently participated in the exchange of Aeropuertos Argentina 2000 S.A.’s (AA2000) outstanding 6.875% Senior Secured Notes due 2027 in the original aggregate principal amount of U.S.$400,000,000, originally issued in 2017, for newly issued 6.875% Cash/9.375% PIK Class I Series 2020 Additional Senior Secured Notes due 2027.

The exchange accomplished a high level of participation amongst holders, receiving tenders for U.S.$346,934,000 aggregate original principal amount, representing approximately 86.73% of the total original principal amount of the original issuance. On May 20, 2020, AA2000 issued and exchanged an aggregate principal amount of U.S.$ 306,000,066 of the new Notes.

The new Notes issued by AA2000 are secured by the same collateral as the Notes tendered for exchange (i.e. the assignment in trust of airports use fees and other service fees collected by AA2000).

The exchange offer was launched by AA2000 in the context of the pandemic declared by the World Health Organization (WHO) in relation with coronavirus (COVID-19), which has severely affected national and international air traffic, thus affecting AA2000’s financing requirements.

AA2000 is the biggest airport concessionaire in Argentina since 1998 and it has the right, under a Concession Agreement entered into 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 Argentina.

Marval O’Farrell Mairal advised a Citigroup Global Markets Inc., UBS Securities LLC and Santander Investment Securities Inc., as dealer managers as Argentine counsel, while Mayer Brown advised the dealer managers in the U.S. Marval also advised Banco de Galicia y Buenos Aires S.A.U. and Industrial and Commercial Bank of China (Argentina) S.A., as local placement agents.

Bomchil advised AA2000 as Argentine counsel, while Greenberg Traurig advised AA2000 in the U.S.

Finally, Beccar Varela advised Citibank N.A., as Indenture Trustee, co-registrar, paying agent, and transfer agent, and the Branch of Citibank N.A., established in the Republic of Argentina, as Argentine Collateral Trustee, co-registrar, paying agent, and transfer agent in Argentina, while Alston & Bird acted as U.S. counsel to such parties.

It should be noted that Marval, Bomchil and Beccar have acted as Argentine counsel in the issuance of AA2000’s notes in 2017, the granting of certain credit facilities to AA2000 in 2019 and their refinancing (which has occurred simultaneously with the exchange offer). Moreover, Marval and Bomchil acted as special Argentine counsel in the Initial Public Offering of the shares of Corporación America Airports S.A., parent company of AA2000.

Participating counsel:

Argentina:

Marval O’Farrell Mairal acted as Argentine counsel to the dealer managers and the local placement agents, with a team led by partner Roberto E. Silva, assisted by associates Agustina Ranieri and Agustín López Roualdès.

Bomchil acted as Argentine counsel to AA2000, with a team led by partner Patricio Martin, assisted by associates María Victoria Tuculet and Vanina Raquel Fiszbein.

Beccar Varela acted as Argentine counsel to the Indenture Trustee and the Argentine Collateral Trustee, with a team led by partner Daniel Levi, assisted by partner Luciana Denegri and senior associate Felipe Videla.

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

U.S.:

Mayer Brown acted as U.S. counsel to the dealer managers, with a team led by partners Douglas Doetsch and Juan Pablo Moreno, assisted by associates John Ablan, Luis Schrader, Macarena Díaz and Nick Delgado.

Greenberg Traurig acted as U.S. counsel to AA2000, with a team led by shareholders Marc Rossell and Drew Altman, assisted by associates Aryana Gharagozloo, Santos Gonzalez Victorica and Igal Rojzman.

Alston & Bird acted as U.S. counsel to the Indenture Trustee, with a team led by partner Adam Smith, assisted by associate Gina Masterson.