Aeropuertos Argentina 2000 S.A. Liability Management. Once again, Marval, Bomchil and Beccar participated in the Debt Exchange
Aeropuertos Argentina 2000 S.A. (AA2000) recently exchanged its outstanding 6.875% Senior Secured Notes due in 2027 in the original aggregate principal amount of U.S.$400,000,000, originally issued in 2017 (Notes 2017) and its 6.875% Cash/9.375% PIK Class I Series 2020 Additional Senior Secured Notes due in 2027, originally issued in 2020 (Notes 2020), for Class I Series 2021 Senior Secured Notes due in 2031, issued on October 28, for an aggregate principal amount of U.S.$. 208,949,631.
The exchange accomplished a high level of participation amongst holders, receiving tenders for an aggregate original principal amount of U.S.$ 13,060,000, representing approximately 24.61% of the outstanding principal amount of the Notes 2017, equal to U.S.$. 53,067,858 (prior to the application of the depreciation factor) and an aggregate original principal amount of U.S.$ 218,151,768, representing approximately 66.83% of the outstanding principal amount of the Notes 2020, equal to U.S.$. 328,427,904 (prior to the application of the depreciation factor). On October 28, 2021, AA2000 issued and exchanged an aggregate principal amount of U.S.$ 208,949,631 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 airport use fees and other service fees collected by AA2000), and, additionally, on a subordinated basis, with respect to freight rates for import and export services rendered by an AA2000 business unit.
The exchange offer was launched by AA2000 against the backdrop of the coronavirus (COVID-19) pandemic declared by the World Health Organization (WHO), 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 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 the country.
Aeropuertos Argentina 2000 S.A.’s counsels:
Bomchil acted as Argentine counsel to AA2000, with a team led by partner Patricio Martin and María Victoria Funes, assisted by associates María Victoria Tuculet, Luciano Zanutto and Emir Faita.
Greenberg Traurig acted as U.S. counsel to AA2000, with a team led by shareholders Marc Rossell and Drew Altman, assisted by associates Godric Shoesmith and Santos Gonzalez Victorica.
Finally, Andrés Zenarruza and Candela López Linetti acted as in-house counsel of AA2000 for the transaction.
Dealer Managers and local placement agents’ counsels:
Marval O’Farrell Mairal acted as Argentine counsel to the dealer managers (Citigroup Global Markets Limited, Goldman Sachs & Co. LLC and Santander Investment Securities Inc.) and the local placement agents (Banco de Galicia and Buenos Aires S.A.U. and Industrial and Commercial Bank of China (Argentina) S.A.U), with a team led by partner Roberto E. Silva, assisted by associates Agustina Ranieri, Francisco Abeal, Martin I. Lanus (currently working in the United States as foreign lawyer), Pablo H Lapiduz and Cecilia V. Ramos.
Linklaters acted as U.S. counsel to the dealer managers, with a team led by partner Conrado Tenaglia, assisted by the counsel Alejandro Gordano and the associates Juan Mata, Madeleine Blehaut and Monica Pérez-Banuet Farell.
Indenture Trustee’s counsels:
Beccar Varela acted as Argentine counsel to the Indenture Trustee (Citibank N.A.) and the Argentine Collateral Trustee (Argentina branch ofCitibank N.A.), with a team led by partner Daniel Levi, assisted by associate Maria Ines Cappelletti.
Alston & Bird acted as U.S. counsel to the Indenture Trustee, with a team led by partner Adam Smith, assisted by associate Gina Masterson.
Finally, Marval, Bomchil and Beccar have already participated as legal advisors in the issuance of the AA2000’s Notes in 2017, in the exchange of the 2017 Notes for the 2020 Notes and in the granting of certain loans to AA2000 in 2019, 2020 and 2021 and their refinancing (which will take place after the exchange offer). In addition, Marval and Bomchil also acted as legal advisors in the initial public offering of the shares of Corporación América Airports S.A., the controlling company of AA2000.