VICENTIN

Only in Argentina
THE OPPORTUNITY

July 2024
 THE OPPORTUNITY

Acquire Vicentín’s International syndicated bank debt.

The amount to be paid by the Financial Investor is
11,50 cents

Collect 20 Cents in a year+ if homologation; or

participate in the Cramdown by endorsing our
proposal and pursue a strategic exit with a key
investor, aiming for a 100% IRR within the next 2
to 3 years.

Control on assets sale if debt is not repaid with

100% expected IRR.
 LEGAL BACKGROUND

•On February 20, 2020, Vicentín SAIC begun

reorganization proceedings (Chapter 11)

•In the following days and a m i d the restructuring

process, irregular actions undertaken by the
company's shareholders were uncovered, resulting in
an undisclosed loss of approximately USD 1,000MM on
its balance sheet

•Among the creditors were not only foreign banks but

also Banco Nación, agricultural producers, and
intermediaries. More than 2,000 creditors verified their
debts up until August 25, 2020

•As of June 30, 2021, the exclusivity period c o m m e n c e d

for the company, specifically its shareholders, to
submit a paym ent proposal and conclude the
reorganization process

•Prominent stakeholders initiated collaboration efforts

with the company's shareholders to safeguard its
assets. Simultaneously, others opted to pursue legal
avenues, employing diverse strategies to prevent the
disintegration of the c o m p a n y and mitigate the
substantial har m it would inflict on the majority of the
creditors and the overall Argentinian agriculture
sector
 LEGAL BACKGROUND

•Due to the legal and procedural challenges

encountered, the c o m p a n y found it necessary to seek
three extensions of the exclusivity period. The
Supreme Court of Santa Fe rendered its judgment in a
stringent and unconventional manner, marking only
the second instance in history where members of the
Court issued a ruling without the physical file having
reached their hands. This exceptional approach
reflects the gravity and importance of the case
concerning the future implications for the affected
creditors

•Ultimately, in September 2023, the judge rendered a

decision opposing the approval of the reorganization.
Subsequently, the bidding process was initiated for
the potential acquisition of the company, invoking the
Cramdown mechanism. The Grassi-Salvatierra group
is actively participating in this process, putting forth a
proposal within the context of a strategic partnership

•Presently, the company's plants are operating under

an outsourcing arrangement as a measure to sustain
employment and cover maintenance costs
 THE GRASSI GROUP THAT INTENDS TO
PARTICIPATE IN THE CRAMDOWN

www.grassisa.com.ar

• Family business since 1888.

• Market Leader. Private broker w ith th e largest vo lu m e
of soybeans in th e country.

• Grassi S.A. a n d Commodities S.A, First grain broker a n d

"Correacopio" (internal tr a d e r ) t o establish operations
in Argentina.

• One of Vicentin's m a i n suppliers.

• Extensive institutional history: Rosario Board of Trade (BCR),

M a t b a - Rofex S.A, Argentina Clearing S.A., C entro de
corredores d e Rosario.

• Partners in Isowean S.A., th e largest p ig f a r m in th e country

(12,800 sows).

www.isowean.com.ar

Legal sponsorship of t h e C a s a n o v a Legal Study f r o m th e

city of Rosario, Province of S a n ta Fe. (The m o s t i m p o r t a n t
la w firm in th e province w ith 60 years of experience).

www.cmsabogados.com.ar
 VICENTIN'S CREDITORS

VOTES BASED ON CAPITAL USD M * * UNSECURED VOTES

GRANARIES: 420 26,48%

- GRASSI + FID 120 6,22%
- ACA + COOPS 90 5,85%
- REST 210 14,41%

PURCHASE OF GOODS & SERVICES 37

LOCAL FINANCIAL: 435,8

- BNA 297 5,84%*
- REST 138,8 10,29%

INTERNATIONAL FINANCIAL: 601 49,06%

.
- SYNDICATED 535
- FREE 66

REST 140,7

* Privileged rest
**estimated 1597

NUMBER OF CREDITORS

GRANARIES 1288 76,0%

PURCHASE OF GOODS & SERVICES 298 17,6%
FINANCIALS 25 1,5%
SHAREHOLDERS 72 4,3%
TAX AND CUSTOMS 10 0,5%
RELATED 1 0,1%
1694 100%
THE VALUE OF VICENTIN'S ASSETS
Total of USD 550mm on a b s o l u t e fir e sale .

33% of • Largest a n d most efficient crushing plant in the

Renova S.A. world. Valuation: USD 313MM

50% of
Renopack
• Edible oil bottling plant. Capacity: 26M bottles
S.A. per month. Valuation: USD 13MM

• Various facilities. Main business: production of

North Norte-
100,000 m 2 of corn ethanol. Today generates
Avellaneda
Bioetanol more than USD 10MM annual profits
Valuation: USD 20MM.

Ricardone • Sunflower crushing plant. 4.250 tons per

Crush Plant d a y Valuation: USD 10MM

San Lorenzo - • Two Soybean crushing plants + Port

Terminal de
Embarque. Valuation : USD 160 MM

Shares in
companies /
Cash / • Cash: Related credits: USD 92MM
Credits from Valuation : USD 34 MM
related
companies
 www.renova.com.ar

TIMBÚES FACILITIES – SOYBEAN CRUSHING 32.400 TONS PER DAY

Renova Timbúes is the world’s largest plant of its kind, it produces
soy meal, oil and lecithin . It has a n exclusive port designed to
achieve the highest efficiency

SAN LORENZO FACILITIES – BIODISEL AND GLICERIN PLANT

• Crude soybean a n d edible sunflower oil refinery with a production
c apac it y of 900 tons / d a y
• Two oil esterification plants to product biodiesel, with a
combined production capac it y of 1,450 tons/day
• Two crude glycerin refineries, boasting a production capacity of
270 tons per day

QUEQUÉN FACILITY - BAHÍA BLANCA - 1.850 TONS PER DAY.

HIGHLIGHTS
• It is a coveted asset a m o n g mark et operators
• The holder of the shares has access to the s a m e
percentage of its industrial capaci ty
• If Viterra S.A. (in the face of the new merger with
Bunge) acquires the remainder, it would consolidate 100%
 SAN LORENZO PLANT
Shipping Terminal

SOYBEAN CRUSHING 16.650 TONS PER DAY + PORT

Loading Terminal Carries out loading operations on

a p p ro x im a te ly 270 vessels per year, w ith no restrictions
o n dimensions or draft. It features a d o c k specifically
e q u i p p e d for th e unloading of b a rg e s a n d t w o docks for
parallel loading of solids a n d liquids, e a c h e q u i p p e d with
t w o conveyor belts of 1200 tons/hour, facilitating the
loading of all typ e s of solids. On th e s a m e premises, tw o
so yb e a n seed grinding plants are in operation with
sto ra g e c a p a c i t y of 360.000 to n of r a w m a te ria ls a n d
57.000 tons of oils
 RICARDONE CRUSH PLANT

SUNFLOWER CRUSHING 4.750 TONS PER DAY

The only p la n t d e d i c a t e d t o sunflower crushing in

th e area, featuring a to ta l solid sto ra g e c a p a c i t y of
720,000 tons a n d a liquid sto ra g e c a p a c i t y of 51,000
tons
 NORTH NODE - AVELLANEDA

LAYOUT OF THE COMPLEX: BUSINESS UNITS.

• Ethanol: 100.000 m3. Distillers’ Dried Grains" (DDG)

• B alanced Feed
• Biodiesel
• Biogas
• Storage
• Services

The m a i n operational business is th e p ro d u c tio n of c o r n -

b a s e d bioethanol. The Biogas a n d b a l a n c e d fe e d plants
are also currently in operation
EDIBLE OIL BOTTLING AND PACKING PLANT

• Filling line capability: 45.000 9 0 0 c c bottles per hour

• Production c a p a c i t y of 39 t o n s / m o n t h
• 26 million b o ttl e s /m o n th
• S m art Warehouse w ith 8240 positions
• PET bottles: 900 c c a n d 1.5 L .Drums: 3L, 4.5L a n d 5 L
 COMPARABLE COMPANY

www.molinosagro.com.ar

Annual Report 2022.2023

SAN LORENZO FACILITIES

• Molinos Agro's core business involves soybean crushing and grain
exports.
• It has a plant adjacent to Vicentin’s San Lorenzo complex:
o Crushing capacity of 20,000 tons/day.
o Processing approximately 4.5 million tons per year.

• Listed on Merval (MOLA) with 49,082,024 shares valueof around

22000 ARS. With a Market Cap of around USD 800MM.
 PURCHASE OF BANK DEBT AND
JUDICIAL TIMES

• Over th e p a s t 24 m o n t h s w e h a v e n e g o t i a t e d for th e
acquisition of Vicentin’s d e b t f r o m fo re ig n b a n k s verified in
th e bankruptcy

• This very lo n g a n d rocky process involved fin d in g a

distress d e b t fronter, a 12 m o n t h KYC process, a n d
c o m p l e t i n g m a n y o th e r u n b e lie v a b le requests f r o m
m o s tly c o m p l i a n c e d e p a r t m e n t s a n d lawyers

• The r e p a y m e n t a m o u n t t h a t t h e b a n k s w o u l d h a v e t o
a c c e p t is (if th e cu rre n t d e b t restructuring p ro p o s a l is
a p p r o v e d ) 20 ce n ts o n th e dollar for the first year and 10
cents in 12 years

• We h a v e r e a c h e d a n a g r e e m e n t w i th the majority th e
cre d ito rs t o p u rc h a s e th e d e b t a t a price of 11 ce n ts o n th e
dollar

• The c lo s in g of t h e d e b t p u r c h a s e t r a n s a c t i o n w o u l d o c c u r
in th e next 30 t o 45 days.
• T h e Grassi G ro u p will present itself, with the investor’s
vote, as a n offeror w i th th e objective of m a k i n g a
p ro p o s a l t h a t m e e t s th e m ajorities of l a w a n d c a n keep
th e c o m p a n y ' s

• For th e other m a jo rity n e e d e d th e y h a v e a detailed plan

• Negotiations to exit financial investors at 100% IRR will start

after the ruling.

• If no exit is reached, we e x p e c t t h e c r a m d o w n p e rio d t o

last b e t w e e n 12 t o 2 4 m o n t h s until it is a w a r d e d in fa vo r of
G ru p o Grassi a n d th e investors in equal parts to co-manage
the company
LOAN FOR THE PURCHASE OF BANK DEBT:
STRUCTURE AND CRITICAL PATH

• The creditors extend a l o a n t o Soripel, a U ruguayan

Company

• Soripel, w ith its shares p l e d g e d in fa vo r of th e

creditors, extends t h a t lo a n of USD 72 m illion t o Deep
Cap, a Luxemburg vehicle, w ith th e only p u rp o s e of
a c q u i ri n g th e d e b t f r o m foreign financial institutions
w h i c h h a v e b e e n verified in th e b a n k r u p tc y
proceedings of Vicentin

• S ubsequent c o n trib u tio n b y Deep C a p of Avir South, a

Luxem burg c o m p a n y c r e a t e d for this sole p u rp o s e to
Soripel S.A. or th e creditors d e p e n d i n g o n th e tax
analysis

• If th e reorganization p ro c e d u re s are a p p r o v e d b y the

justice s y s t e m (ve ry unlikely s c e n a rio ) Soripel will
collect 20 cents o n th e dollar t h a t are g o i n g t o repay
lo a n ; w ith the possibility to collect extra 10 cents over
the next 12 years.

• If th e Cramdown is awarded th e S tra te g ic

In ve sto rs a re g o in g try t o exit the Financial
I n v e s t o r s , b y selling t h e l o a n t o a strategic investor
a t 1 0 0 % IR R within the next 24 months.

• No Assets can be sold or pledged if the FI conditions

are not met.

• If the exit does not occur, the FI will have co-control and even
split of the shares upon the c o m p l e t i o n of th e
Cramdown.
 POSSIBLE LEGAL OUTCOMES

APPROVED BANKRUPTCY EXIT PROPOSAL

The income obtained by the paym ent of the
approved debt restructuring will be allocated to
repay the loans

BANKRUPTCY
Same outcome as the previous scenario, unless
there is the possibility of Vicentin’s continued
operation. Then a proposal m a y be m a d e with
conditions similar to the ones in the cramdown
procedure

CRAMDOWN
Strategic Sale or Delivery of the share capital of
“New Vicentin” to Soripel or a third party if Grupo
Grassi is the awardee of Vicentin's shares
 ADVISORY BOARD
Takeover Plan

Supply - Origination - Domestic m a r k e t strategy.

Mariano Grassi holds a degree in business
administration from the Austral University of Rosario,
Argentina, a n d the University of Navarra, Spain. His
leadership and tireless motivation for innovation have led
him to lead the family group a n d bring about a
substantial change in the grain market. He is the creator
of the "Correacopios" concept , now a new link in the
Argentine grain commercial chain, with Commodities S.A
as the undisputed leader.
A lover of innovation, he is a n investor in technological
startups, the founder of others such as Bimtrazer, and a
promoter of i n - c o m p a n y developments like Gravanz. His
social profile has led him to preside over the Food Bank of
Rosario (BAR).
Convinced that the associative/innovative p a t h should
lead c o m p a n y decisions, he has been a board member
of Isowean S.A. since 2011. The c o m p a n y has successfully
become the national leader in pig production with an
excellent associative scheme that enables rapid growth.

Industrial Strategy, M a n a g e m e n t & Take Over Strategy

Edgardo Caruso, a seasoned professional based in
Rosario, Argentina, currently serves as a Consultant. With
over three decades of experience, Caruso held key
leadership roles, including Industrial Director a t COFCO
International and SA Operation Leader a t Cargill. He has a
strong background in overseeing agricultural operations,
forming industry-recognized teams, implementing
improvement tools, a n d ensuring safety culture. Caruso's
extensive career also includes roles a t Tecnor SA and
Atanor SCA, where he worked on electrical and
automation installations a n d m a n a g e d utilities units,
respectively. He holds a n Electrical Engineering degree
from ITBA. His diverse expertise a n d leadership roles
highlight his significant contributions to the agricultural
commodities sector.
 ADVISORY BOARD
Takeover Plan

C om m ercial Strategy: International T r a d e - Partnerships.

Ivo Sarjanovic is a Certified Public Accountant from
Argentina with a Master's in Economics from Spain. With
executive studies a t Harvard, Oxford, and IMD Lausanne,
he worked a t CARGILL in various trading and
m anagem ent roles across different locations. He served
as CEO of Alvean, the world's largest sugar trader, a n d is
currently a n o n - executive director for ADECOAGRO and
SUCAFINA. Ivo is involved in academia, contributing as a
lecturer and professor in c o m m o d i t y - related programs at
universities. Additionally, he is a partner a t GLOCAL, a
Venture Capital fund focusing on the A g - Tech-Food
sector in South America. He is a m em ber of the Erasmus
Commodity Center Advisory Board and the Investment
Committee of the Acumen Resilient Agriculture Fund in
Africa. Ivo has given lectures on agricultural commodity
markets globally and c o - authored a book, "Commodities
as a n Asset Class," published in November 2022 by
Palgrave MacMillan.

Pedro Nonay is a professional with over 36 years of

experience in the agricultural commodities sector.
Holding degrees in Sociology, Law, and Political Science,
he worked a t Cargill for 20 years in various roles across
five countries. Subsequently, he spent 13 years a t Louis
Dreyfuss in Geneva, overseeing European distribution and
serving as CEO of EMEA. Before the Russia-Ukraine
conflict, he founded and led a prominent com pany in the
Black Sea region. Currently, Pedro is involved in
consultancy, advisory services, and speaking
engagements, c o - authoring a publication on geopolitical
trends in 2021. He also mentors young professionals and
actively supports volunteer associations on three
continents.
THANK YOU