Business Context and Reporting Period
This Form 6-K filing by Macro Bank Inc. (Banco Macro S.A.) is dated December 21, 2011. The report discloses a significant corporate transaction involving the Bank's controlling shareholders and a related party designation for Emgasud S.A., an energy company.
Key Financial Metrics and Related Party Exposure
The filing does not provide consolidated revenue, profit, cash flow, or margin data for the Bank. Instead, it details specific financial exposures to Emgasud S.A., which is now classified as a "related party" following a share acquisition by the Bank's controlling shareholders. The aggregate exposure includes:
- Shareholding: Controlling shareholders acquired 9,034,774 Class B and 513,826 Class A shares, representing 20.27% of Emgasud S.A.'s capital stock and votes.
- Overdraft: AR$2,100,000 outstanding principal (renewable every 30 days).
- Leasing Agreement: AR$27,846.46 outstanding principal (maturing January 14, 2012).
- Loan: AR$3,500,000 outstanding principal (maturing December 28, 2011).
- Stand-by Letter of Credit: US$9,000,000 issued in favor of General Electric (expiring May 30, 2012).
- Series II Notes: US$5,053,407 outstanding (14% interest, maturing September 30, 2017).
- Series III Notes: US$5,500,000 outstanding (14% interest, maturing September 30, 2015).
- Joint Notes (Emgasud & Emgasud Renovables): US$2,500,000 outstanding (13.75% interest, maturing September 30, 2017).
- Convertible Subordinated Notes (via Macro Bank Limited): US$11,000,000 outstanding (13.75% interest, maturing December 30, 2015).
Material Changes
The primary material change is the acquisition of a 20.27% stake in Emgasud S.A. by the Bank's controlling shareholders (Jorge Horacio Brito, Delfin Jorge Ezequiel Carballo, and Jorge Pablo Brito) on December 20, 2011. This transaction grants the shareholders the right to appoint two directors and two alternate directors to Emgasud's board. Consequently, Emgasud S.A. is now legally considered a "related party" under Section 73 of Argentine Law 17,811, requiring enhanced disclosure of the existing financial transactions listed above.
Outlook, Risks, and Contingencies
The filing does not provide forward-looking guidance, management commentary on future performance, or general risk factors. The primary contingency identified is the concentration of credit risk and related party exposure to Emgasud S.A. The Bank's exposure is secured by various collateral mechanisms, including:
- First-rank pledges on Emgasud shares owned by Fides Group S.A.
- Guarantees from Fides Group S.A. and Emgasud shareholders.
- Assignment of electricity sales collections to CAMMESA.
- Pledges on electricity generation units.
Investor Verification Checklist
- Verify the creditworthiness and financial stability of Emgasud S.A. given the Bank's significant related party exposure.
- Confirm the status of the AR$3,500,000 loan maturing on December 28, 2011, and the AR$27,846.46 leasing obligation maturing January 14, 2012.
- Assess the adequacy of the collateral securing the US$9,000,000 Stand-by Letter of Credit and the US$27,053,407 in notes held by the Bank and its subsidiary.
- Review the governance implications of the controlling shareholders appointing directors to Emgasud S.A.
- Check for any subsequent filings regarding the repayment or restructuring of the maturing obligations listed in this report.