August, 2006 – LAWFUEL – Legal News Network – Chadbourne & Parke LLP represented International Finance Corporation in the restructuring by Transportadora de Gas del Norte S.A. (TGN) of approximately US$600 million in bank debt and Rule 144A and Regulation S Notes. TGN is an Argentine operator of natural gas pipelines.
As part of the restructuring, TGN prepaid IFC approximately $18 million for 100% of the 10.66% Series C Notes and Series D Notes of TGN, approximately $10 million for 75% of the 9.52% Series A Notes of TGN and the portion of the 9.45% Series B Notes of TGN beneficially owned by IFC. The launch by TGN of a restructuring offer, supported by 81% of its creditors, marked the end of a 5-year restructuring negotiation for the lawyers working on the project.
On August 3, 2006, TGN launched an exchange offer combined with a solicitation for consents to the restructuring through an Argentine Acuerdo Preventivo Extrajudicial (out-of-court restructuring agreement) of its remaining financial indebtedness.
“The restructuring of TGN’s financial debt constitutes a very significant and positive achievement after many years of negotiation and hard work and signifies the end of the restructuring of the Argentine corporate sector following the 2002 crisis,” says Chadbourne partner Alejandro San Miguel.
The prepayment of the IFC debt was complicated by the structure of the original IFC transaction pursuant to which nearly all of the approximately $211 million of Series B Notes were sold to investors through the issuance of trust certificates by a special purpose trust established to own a 100% participation in the Series B Notes held of record by IFC. As a result, the prepayment required obtaining the unanimous consent of these trust certificate holders, many of whom also held other types of TGN’s debt instruments.
TGN is currently one of the two largest transporters of natural gas in Argentina, delivering approximately 41% of the country’s total gas consumption and 54% of Argentine total gas exports.
The controlling shareholder of TGN is Gasinvest, whose shares are held by Petronas Argentina S.A., TecGas N.V, Total Gas y Electricidad Argentina S.A., Transcogas Inversora S.A., Total Gasandes and Compañía General de Combustibles S.A.
The rest of the Chadbourne team working on the deal for IFC were DC office partner Rohit Chaudhry, Latin America counsel Carlos Albarracín and associate Martín Stalman.
Chadbourne previously represented the lenders’ committee of Transportation de Gas del Sur S.A. (TGS) in a US$1.02 billion debt restructuring that closed in December 2004.
About Chadbourne & Parke LLP
Chadbourne & Parke LLP, an international law firm headquartered in New York City, provides a full range of legal services, including mergers and acquisitions, securities, project finance, private equity, corporate finance, energy, communications and technology, commercial and products liability litigation, securities litigation and regulatory enforcement, special investigations and litigation, intellectual property, antitrust, domestic and international tax, insurance and reinsurance, environmental, real estate, bankruptcy and financial restructuring, employment law and ERISA, trusts and estates and government contract matters. Major geographical areas of concentration include Central and Eastern Europe, Russia and the CIS, and Latin America. The Firm has offices in New York, Washington, D.C., Los Angeles, Houston, Moscow, St. Petersburg, Kyiv, Almaty, Warsaw (through a Polish partnership), Beijing, and a multinational partnership, Chadbourne & Parke, in London. For additional information, visit www.chadbourne.com.