On March 5, 2025, Banco de Galicia y Buenos Aires S.A. (“BGBA”) initiated a complex and ambitious corporate reorganization process. As a result of such reorganization, a portion of the assets of GGAL Holdings S.A. (“GGAL Holdings”) was spun off, including, among other assets, its entire equity interest in Banco GGAL S.A. (“Banco GGAL”, formerly HSBC Bank Argentina S.A.), so that such assets would be absorbed by BGBA through a merger by absorption (the “Spun-Off Assets”).
Accordingly, BGBA received the Spun-Off Assets as its own and increased its share capital, additionally issuing shares to Grupo Financiero Galicia S.A. (“GFG”) in its capacity as shareholder of GGAL Holdings S.A. (the “Spin-Off Process”). Separately, BGBA absorbed Banco GGAL and, consequently, increased its share capital by issuing shares of BGBA to GFG and certain minority shareholders, in their capacity as shareholders of Banco GGAL. Banco GGAL was dissolved without liquidation (the “Merger Process” and, together with the Spin-Off Process, such transactions constituted the “Corporate Reorganization”).
Despite the complexity and the tight timelines involved, the Corporate Reorganization was authorized by the Argentine Central Bank on May 22, 2025, and by the Argentine Securities Commission (Comisión Nacional de Valores) on June 4, 2025, and was subsequently registered with the Public Registry of Commerce (Inspección General de Justicia) on June 13, 2025 —all of which enabled the unification of both banks’ businesses in record time.
Advisors in the Corporate Reorganization
Beccar Varela. Partners: Roberto H. Crouzel, Luciana Denegri, Maria Shakespear, María Benson, Santiago Montezanti and Daniel Levi. Associates: Valeria Kemerer, María Victoria Pavani, Juan I. Pazos, Franco Montiel, Luján Callaci, Mora Mangiaterra Pizarro, Joaquin Beccar Varela, and Mateo Botana.
In-House Counsel. Esteban Tresserras and Martín Berrotarán.