| BORROWINGS |
NOTE 7 – BORROWINGS | | | | | | | September 30, | | December 31, | Current | | 2025 | | 2024 | Bank overdrafts - principal | | 255,896 | | 150,561 | Bank and other financial entities loans – principal | | 186,761 | | 172,370 | Notes – principal | | 526,104 | | 793,618 | Loans for purchase of equipment | | 11,917 | | 7,855 | Interest and related expenses | | 452,771 | | 183,975 | | | 1,433,449 | | 1,308,379 | Non-current | | | | | Notes – principal | | 2,060,921 | | 1,591,161 | Bank and other financial entities loans – principal | | 537,764 | | 166,068 | Loans for purchase of equipment | | 15,917 | | 9,668 | Interest and related expenses | | 1,072,873 | | 434,910 | | | 3,687,475 | | 2,201,807 | Total borrowings | | 5,120,924 | | 3,510,186 |
Movements in Borrowings are as follows: | | | | | | | | | Cash items | | Non-cash items | | Total | At the beginning of the year | | — | | — | | 3,510,186 | Proceeds from borrowings – principal | | 3,337,419 | | 1 | | 3,337,420 | Issuance costs payable | | — | | (1,530) | | (1,530) | Payment of borrowings – principal | | (2,273,170) | | — | | (2,273,170) | Repurchase of Notes | | (13,917) | | — | | (13,917) | Payment of interests and related expenses | | (293,291) | | — | | (293,291) | Payment of DFI | | (13,764) | | — | | (13,764) | Proceed from bank overdrafts net of payment (*) | | 152,612 | | — | | 152,612 | Accrued interest and other financial cost | | — | | 256,863 | | 256,863 | Foreign currency exchange gains | | — | | 444,152 | | 444,152 | Currency translation adjustments | | — | | 15,363 | | 15,363 | Total at 09.30.25 | | 895,889 | | 714,849 | | 5,120,924 |
(*) | Includes $(294) million as of September 30, 2025 related to payment of bank overdrafts. |
| | | | | | | | | Cash items | | Non-cash items | | Total | At the beginning of the year | | | | | | 5,652,093 | Proceeds from borrowings – principal | | 827,407 | | 15,817 | | 843,224 | Issuance costs payable | | — | | (215) | | (215) | Payment of borrowings – principal | | (1,076,214) | | — | | (1,076,214) | Repurchase of Notes | | (25,233) | | — | | (25,233) | Payment of interests and related expenses | | (326,472) | | — | | (326,472) | Payment of DFI | | (5,879) | | — | | (5,879) | Proceed from bank overdrafts net of payment | | 282,887 | | — | | 282,887 | Accrued interest and other financial cost | | — | | 229,480 | | 229,480 | Foreign currency exchange losses | | — | | (2,005,574) | | (2,005,574) | Currency translation adjustments | | — | | (58,823) | | (58,823) | Total at 09.30.24 | | (323,504) | | (1,819,315) | | 3,509,274 |
Recent developments of Borrowings for the nine-month period ended September 30, 2025, are detailed below: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Amount | | | | | | | | | | | | | | | Interest | | | | | | | | involved | | | Issuance | | | Maturity | | | | | | | | | payment | | Series | | | Currency | | | (in millions) | | | date | | | date | | | Amortization | | | Interest rate | | | date | | 24 | | | US$ | | | 800(1) | | | 05/2025 | | | 05/2033 | | | In two installments:
(i) 50% in 05/2032 and
(ii) 50% in 05/2033 | | | 9.25% | | | Semiannual basis | | | | | | | | 200(2) | | | 07/2025 | | | 05/2033 | | | | | | | | | | | 25 | | | US$ | | | 50.5(3) | | | 07/2025 | | | 07/2027 | | | In one installment at maturity date | | | 7.50% | | | Quarterly basis | | 26 | | | $ | | | 57,962 | | | 07/2025 | | | 07/2026 | | | In one installment at maturity date | | | TAMAR plus 4% | | | Quarterly basis | |
(1)The Company issued Notes for a nominal value of US$800 million. Since the issuance was made below par, the amount involved was US$789 million and the Company received net proceeds of US$785 million (equivalent to $980,320 million in current currency as of September 30, 2025), which were used to prepay part of the loans obtained for the acquisition of TMA. (2)It corresponds to additional issuance of Series 24 Notes issued in May, 2025. This additional subscription price was above par, so the amount involved was US$208 million (equivalent to $279,072 million in current currency as of September 30, 2025), which, net of issuance expenses, amount to US$207 million (equivalent to $277,711 million in current currency as of September 30, 2025). (3)Equivalent to $60,275 million in current currency as of September 30, 2025. | b) | Bank and other financing entities loans |
Loans related to the acquisition of TMA The acquisition of TMA, described in Note 16, was financed through two loans totaling US$1,170 million (net of issuance costs US$ 1,142 million, equivalent to $1,412,300 million in current currency as of September 30, 2025). Its main characteristics are: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Principal | | | | | | | | | | | | | | | | | | | | | | | | | | residual | | | Residual | | | | | | | | | | | | | | | Interest | | | | | | | | nominal value | | | Nominal Capital | | | Maturity | | | | | | | | | | | | payment | | Entities | | | Currency | | | (in millions) | | | (in millions) | | | date | | | Amortization | | | Interest rate | | | Spread | | | date | | Syndicated loan (1) | | | US$ | | | 970 | | | 151 | | | 02/2029 | | | In one installment at maturity date | | | Variable annual rate: SOF 3 months | | | Between 4.00% and 7.00% | | | Quarterly basis | | Bilateral loan (2) | | | US$ | | | 200 | | | 31 | | | Between 02/2028 and 02/2030 | | | Semiannually from 02/2028 | | | Variable annual rate: SOF 3 months | | | 4.00% | | | Quarterly basis | |
(1)An unsecured syndicated loan granted by Banco Bilbao Vizcaya Argentaria S.A., Deutsche Bank AG, London Branch and Banco Santander, S.A. (2)An unsecured bilateral loan granted by Industrial and Commercial Bank of China (Argentina) S.A.U., governed by Argentine law. On May 29, 2025 the Company applied proceeds from Notes Series 24 to: (i) prepay a principal amount equal to US$650 million and interest equal US$0.3 million under the Syndicated Loan (equivalent to $828,858 million in current currency as of September 30, 2025) and, (ii) prepay a principal amount equal to US$134 million and interest equal to US$0.1 million under the Bilateral Loan (equivalent to $170,610 million in current currency as of September 30, 2025). As of September 30, 2025 the outstanding balance of these loans amounts to $215,692 million. On July 30, 2025, the Company applied the funds from the reopening of Notes Series 24 to: (i) prepay a principal amount equivalent to US$168.8 million and interest equivalent to US$2.8 million under the Syndicated Loan (equivalent to $234,604 million in current currency as of September 30, 2025) and, (ii) prepay an amount of principal equivalent to US$34.8 million and interest equivalent to US$0.6 million under the Bilateral Loan (equivalent to $47,422 million in current currency as of September 30, 2025). These loans establish, among other provisions, the obligation to comply with certain financial ratios, which are calculated based on contractual definitions, on a quarterly basis, along with the presentation of the Company’s consolidated financial statements: i) “Net Debt/EBITDA” and ii) “EBITDA/Interest Net”. Other bank loans | | | | | | | | | | | | | | | | | | | | | | | | | | | | Principal residual | | | | | | | | | | | | | | | Interest | | | | | | | nominal value | | | | | | | | | | | | | | | payment | Entities | | | Currency | | | (in millions) | | | Maturity date | | | Amortization | | | Interest rate | | | Spread | | | date | Banco Macro S.A. | | | $ | | | 100,000 | | | 07/2028 | | | In three installments:
-33.33% in July, 2026
-33.33% in July, 2027
-33.34% in July, 2028 | | | TAMAR | | | 6.60% | | | Quarterly basis | Banco BBVA Argentina S.A. | | | $ | | | 50,000 | | | 01/2028 | | | In three installments:
-33.33% in January, 2027
-33.33% in July, 2027
-33.34% in January, 2028 | | | TAMAR | | | 3.85% | | | Quarterly basis | Industrial and Commercial Bank of China (Argentina) S.A.U. | | | RMB | | | 930 | (1) | | 07/2028 | | | In three installments:
-33.33% in January, 2028
-33.33% in April, 2028
-33.34% in July, 2028 | | | Fixed 6.15% | | | n/a | | | Quarterly basis | Banco Nación | | | $ | | | 25,000 | | | 08/2026 | | | In one installment at maturity date | | | Fixed 47.75% | | | n/a | | | In one installment at maturity date | Bank of China Limited (2) | | | RMB | | | 530 | | | 09/2028 | | | In one installment at maturity date | | | Fixed 4.8% | | | n/a | | | Semiannual basis |
| (1) | Equivalent to $171,179 million in current currency as of September 30, 2025 |
| (2) | A credit line of up to RMB 1,065 million. As of September 30, 2025, the first tranche was received for RMB 530 million, equivalent to $110,026 million in current currency as of September 30, 2025 (RMB 516.7 million net of issuance costs, equivalent to $107,262 million in current currency as of September 30, 2025). This loan establishes, among other provisions, the obligation to comply with certain financial ratios, which are calculated based on contractual definitions, on a quarterly basis, along with the presentation of the Company’s consolidated financial statements: i) “Net Debt/EBITDA” and ii) “EBITDA/Interest Net”. |
| c) | Compliance with covenants |
As of the date of issuance of these unaudited condensed consolidated financial statements, the Company complies with: a) the EBITDA/ Interest Net ratio and b) the Net Debt/EBITDA ratio established in the loan agreements in force as of September 30, 2025, and is also in compliance with the rest of the covenants established.
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