NEWS

Marval O’Farrell Mairal advised Banks in a Framework Refinancing Agreement of two credit agreements for a total aggregate amount of USD 120,000,000 to Aeropuertos Argentina 2000 S.A., advised by Bomchil

May 6, 2020

Marval O’Farrell Mairal and Bomchil recently participated in the execution of a framework refinancing agreement (the “Framework Refinancing Agreement”) with the purpose of agreeing on the general terms and conditions for the deferral of payments of principal due in August and November 2020 by Aeropuertos Argentina 2000 S.A. (“AA2000”) pursuant to two loans for a total aggregate amount of USD 120,000,000 originally granted to AA2000 in August, 2019, among certain other amendments agreed upon.

The loans whose principal payments are being deferred are: (i) an offshore credit facility agreement, under which Citibank, N.A. (“Citibank”), acting through its International Banking Facility, as lender and joint lead arranger, granted AA2000 a loan for an aggregate amount of USD 35,000,000, for a 3-year term, at a rate equivalent to LIBOR plus a margin of 5.5% (the “Offshore Credit Facility”); and (ii) an onshore credit facility agreement, under which Industrial and Commercial Bank of China (Argentina) S.A. (“ICBC”), Banco de Galicia y Buenos Aires S.A.U. (“Banco Galicia”) and Banco Santander Río S.A. (“Banco Santander”), as lenders and joint lead arrangers, granted AA2000 loans for the sums of USD 35,000,000, USD 25,000,000 and USD 25,000,000, respectively, for a 3-year term, at rate of 9.75% (the “Onshore Credit Facility”, and together with the Offshore Credit Facility, the “Credit Facilities”) both for a total aggregate amount of USD 120,000,000.

The Framework Refinancing Agreement was entered into by and between AA2000, the branch of Citibank, N.A., established in the Republic of Argentina (“Citibank Argentina” and together with Citibank, ICBC, Banco Galicia and Banco Santander, the “Banks”), ICBC, Banco Galicia and Banco Santander with the purpose of agreeing on the general terms and conditions for the deferral of payments of principal due by AA2000 in August and November 2020 under the Credit Facilities. Likewise, Citibank has agreed to grant all necessary waivers under the Offshore Credit Facility in the same terms as agreed upon under the Framework Refinancing Agreements.

The Framework Refinancing Agreement was entered into in the context of an exchange offer launched by AA2000 to exchange the notes issued by AA20000 in 2017 for an aggregate principal amount of USD 400,000,000 at a rate of 6.875% per annum (the “Exchange Offer”). The execution of the Framework Refinancing Agreement was a necessary condition for the effective execution of the Exchange Offer and the issuance of the new notes by AA2000. Both the Framework Refinancing Agreement and the Exchange Offer were entered into by AA2000 in the context of the pandemic declared by the World Health Organization (WHO) in relation with the 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 State, to use, operate and manage 35 of the 54 airports in the Argentine airport system, including the two most transited airports in Argentina.

It should be noted that Marval O’Farrell Mairal has acted in the past as Argentine counsel to the banks in the issuance of AA2000’s notes in 2017, as 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 Banks with a team headed by partner Roberto E. Silva and associates Francisco Abeal and Agustín López Roualdès.

Bomchil acted as Argentine counsel to AA2000 with a team headed by partners Patricio Martin and María Victoria Funes, assisted by associate Facundo Nazur.

In-house counsels.

Andrés Zenarruza and Candela López Linetti participated in the deal as in-house counsel of AA2000.