Preview
FILED: NEW YORK COUNTY CLERK 02/25/2023 07:05 AM INDEX NO. 654992/2022
NYSCEF DOC. NO. 78 RECEIVED NYSCEF: 02/25/2023
EXHIBIT G
FILED: NEW YORK COUNTY CLERK 02/25/2023 07:05 AM INDEX NO. 654992/2022
NYSCEF DOC. NO. 78 RECEIVED NYSCEF: 02/25/2023
COPY
FOR THE EXCLUSIVE USE OF:
NO.
Argentina Real Asset Partners, LP
A DELAWARE LIMITED PARTNERSHIP
GENERAL PARTNER:
ARGENTINA CAPITAL MANAGEMENT, LLC
June 18, 2015
SUMMARY OF TERMS OF OFFERING
THIS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE
INTERESTS DESCRIBED HEREIN IN ANY JURISDICTION TO ANY PERSON TO WHOM IT
IS UNLAWFUL TO MAKE SUCH AN OFFER OR SALE.
FILED: NEW YORK COUNTY CLERK 02/25/2023 07:05 AM INDEX NO. 654992/2022
NYSCEF DOC. NO. 78 RECEIVED NYSCEF: 02/25/2023
TABLE OF CONTENTS
CAPTION PAGE
EXECUTIVE SUMMARY .............................................................................................................. 1
INITIAL STRUCTURE AS OF LAUNCH OF PARTNERSHIP.................................................................. 2
IMPORTANT GENERAL CONSIDERATIONS .................................................................................... 3
SUMMARY OF SELECTED TERMS OF UNDERLYING INVESTMENT IN ISSUER ..................................... 7
OVERVIEW OF RUSSELLCAR ................................................................................................... 10
SUMMARY OF TERMS OF INVESTMENT VEHICLE ......................................................................... 11
CAPITAL STRUCTURE OF THE FUND ......................................................................................... 18
MANAGEMENT AND ADMINISTRATION ....................................................................................... 20
RISK FACTORS AND CONFLICTS OF INTEREST ........................................................................... 22
TAXATION ............................................................................................................................. 34
ERISA CONSIDERATIONS ....................................................................................................... 47
EXHIBITS
LIMITED PARTNERSHIP AGREEMENT ............................................................................. EXHIBIT A
SUBSCRIPTION DOCUMENTS ........................................................................................ EXHIBIT B
TERMS OF NOTE ......................................................................................................... EXHIBIT C
FILED: NEW YORK COUNTY CLERK 02/25/2023 07:05 AM INDEX NO. 654992/2022
NYSCEF DOC. NO. 78 RECEIVED NYSCEF: 02/25/2023
EXECUTIVE SUMMARY
THE PARTNERSHIP AND STRUCTURE
Argentina Real Asset Partners, LP (“Partnership”), a limited partnership organized under the
laws of the State of Delaware, is offering (“Offering”) limited partner interests in the
Partnership (“Interests”) in a private placement pursuant to Section 4(a)(2) of the Securities
Act of 1933, as amended (“Securities Act”), and Regulation D promulgated thereunder.
Generally, only persons who are Accredited Investors (as defined in Rule 501 of Regulation D
promulgated under the Securities Act) may purchase Interests.
The Partnership was formed to pool investment funds of its investors (each, a “Limited
Partner” and, collectively, “Limited Partners”; and, together with the General Partner (as
defined below), “Partners”) for the purpose of investing in (x) convertible debt issued by
RussellCar Inversora S.A., organized under the laws of the Argentine Republic as a holding
company (the “Issuer”) to several operating companies, including TAXCORP SA, CROSSTAX
SA and CARCORP SA, in Argentina relating to the acquisition, ownership and operation of
taxicab licenses and businesses in Buenos Aires, Argentina (collectively, the “Operating
Companies”), and (y) such other investments in operating businesses in Latin America, as
determined by the General Partner (as defined below) from time to time.
Argentina Capital Management, LLC, a Delaware limited liability company (“General Partner”),
is the general partner of the Partnership. The General Partner is responsible for the
management of the Partnership’s affairs and has discretionary investment authority over the
Partnership’s assets. Russell Abrams (the “Principal”) is the managing member of, and
controls the management and operations of, the General Partner and is primarily responsible
for managing the Partnership’s assets. See “MANAGEMENT AND ADMINISTRATION” for
further details. The following chart summarizes the relationship between the foregoing entities:
ARGENTINA REAL ASSET PARTNERS, LP 1
FILED: NEW YORK COUNTY CLERK 02/25/2023 07:05 AM INDEX NO. 654992/2022
NYSCEF DOC. NO. 78 RECEIVED NYSCEF: 02/25/2023
INITIAL STRUCTURE AS OF LAUNCH OF PARTNERSHIP
Below is the initial structure as of the launch of the Partnership, which is subject to change.
ARGENTINA REAL ASSET PARTNERS, LP
A Delaware limited partnership
The Partnership
Invest in convertible debt securities issued by
RUSSELLCAR INVERSORA SA
DEBT CONVERTIBLE INTO
CLASS B SHARES OF
RUSSELLCAR INVERSORA
SA
Russellcar Inversora SA
Holding Company
The Issuer
TAXCORP SA CROSSTAX SA CARCORP SA
Taxicab RUSSELLCAR
Taxicab Taxicab
Licenses SRL
Licenses Licenses
Vehicles (AGENT)
Vehicles Vehicles
ARGENTINA REAL ASSET PARTNERS, LP 2
FILED: NEW YORK COUNTY CLERK 02/25/2023 07:05 AM INDEX NO. 654992/2022
NYSCEF DOC. NO. 78 RECEIVED NYSCEF: 02/25/2023
IMPORTANT GENERAL CONSIDERATIONS
This Summary of Terms of Offering (the “Summary”) is furnished on a confidential
basis to a limited number of sophisticated investors for the purpose of providing certain
information about an investment in Interests in the Partnership.
The Interests have not been approved or disapproved by the Securities and Exchange
Commission (“SEC”) or by the securities regulatory authority of any state or of any
other jurisdiction, nor has the SEC or any such securities regulatory authority passed
upon the accuracy or adequacy of this Summary. Any representation to the contrary is
a criminal offense.
This Summary is to be used by the offeree solely in connection with the consideration
of the purchase of the Interests described herein. This Offering of Interests is made
only by delivery of a copy of this Summary to the person whose name appears on the
front page of this Summary. This Offering is made only to persons that are Accredited
Investors (as defined in Rule 501 of Regulation D promulgated under the Securities Act).
The information contained herein must be treated in a confidential manner and may not
be reproduced or used in whole or in part for any other purpose, nor may it be
disclosed without the prior written consent of the General Partner. The intended
recipient of this Summary should treat the information herein as confidential and
should make use of this information only within the immediate organization of the
recipient. Broad distribution of this information could become harmful to the
investment objectives of this venture. Each investor accepting this Summary agrees to
return it promptly (and to destroy any paper or electronic version in its records) upon
request.
Notwithstanding anything in this Summary to the contrary, to comply with Treas. Reg.
Section 1.6011-4(b)(3)(i), each recipient of the Summary (and any employee,
representative, or other agent thereof) may disclose to any and all persons, without
limitation of any kind, the United States federal income tax treatment and tax structure
of the Partnership or any transactions undertaken by the Partnership, it being
understood and agreed, for this purpose, that (i) the name of, or any other identifying
information regarding, the Partnership or any existing or future investor (or any affiliate
thereof) in the Partnership, or any investment or transaction entered into by the
Partnership, (ii) any performance information relating to the Partnership or its
investments, or (iii) any performance or other information relating to other funds or
investments sponsored by the General Partner do not constitute such tax treatment or
tax structure information.
The Interests have not been registered under the Securities Act, the securities laws of
any state or the securities laws of any other jurisdiction, nor is such registration
contemplated. The Interests will be offered and sold under the exemption provided by
Section 4(a)(2) of the Securities Act and other exemptions of similar import in the laws
of the states and jurisdictions where the Offering will be made. The Partnership will not
be registered as an investment company under the Investment Company Act of 1940, as
amended (“Investment Company Act”). Likewise, the General Partner will not be
registered as an investment adviser under the Investment Advisers Act of 1940, as
amended (“Advisers Act”), or under any state laws. The General Partner will not be
registered as a commodity pool operator under the Commodity Exchange Act, as
amended (“CEA”), based an exemption available under Rule 4.13(a)(3) thereunder.
Consequently, you will not be entitled to certain protections afforded by those statutes.
Pursuant to Rule 4.13(a)(3) of the CEA, the General Partner is exempt from registration
with the Commodity Futures Trading Commission (“CFTC”) as a commodity pool
operator and therefore, unlike a registered commodity pool operator, it is not required
to deliver a Disclosure Document (as such term is defined under CFTC rules) and a
certified annual report to participants in the pool. The foregoing registration exemption
is based on the Partnership’s limited commodity trading activity and its undertaking
that at all times either: (a) the aggregate initial margin and premiums required to
ARGENTINA REAL ASSET PARTNERS, LP 3
FILED: NEW YORK COUNTY CLERK 02/25/2023 07:05 AM INDEX NO. 654992/2022
NYSCEF DOC. NO. 78 RECEIVED NYSCEF: 02/25/2023
establish commodity interest positions, determined at the time the most recent position
was established, will not exceed 5% of the liquidation value of the Partnership’s
portfolio, after taking into account unrealized profits and losses on any such positions;
or (b) the aggregate net notional value of the Partnership’s commodity interest
positions, determined at the time the most recent position was established, will not
exceed 100% of the liquidation value of the Partnership’s portfolio, after taking into
account unrealized profits and losses on any such positions. Certain types of swaps are
included in the definition of “commodity interests”. These swaps include interest rate
swaps, currency swaps, energy and metal swaps, agricultural swaps, swaps on broad-
based indices, swaps on government securities and certain mixed swaps.
The General Partner is currently exempt from registration with the SEC and, if required
to do so pursuant to Section 203(m) of the Advisers Act, will file with the SEC as an
Exempt Reporting Adviser (“ERA”). Section 203(m) provides an exemption from
registration to any investment adviser that solely advises private funds if the adviser
has less than $150 million of regulatory assets under management in the United States
(“Private Fund Adviser Exemption”). Section 203(m) of the Advisers Act mandates that
an investment adviser file as an ERA to qualify for the Private Fund Adviser Exemption.
The Interests are offered subject to the right of the General Partner to reject any
subscriptions in whole or in part. The General Partner and its affiliates reserve the right
to withdraw this Offering, modify any of the terms of this Offering and the Interests
described herein and to revise and reissue this Summary at any time.
Investment in the Interests will involve significant risks due, among other things, to the
nature of the Partnership's investments. Potential investors should pay particular
attention to the information under “RISK FACTORS AND CONFLICTS OF INTEREST” in
this Summary. Investment in the Partnership is suitable only for sophisticated
investors and requires the financial ability and willingness to accept the high risks and
lack of liquidity inherent in an investment in the Partnership. Investors in the
Partnership must be prepared to bear such risks for an extended period of time. An
investment in the Partnership would be suitable for you only if you have adequate
means of providing for your current and future needs, have no need for liquidity in such
investment and can afford to lose the entire amount of your investment. No assurances
can be given, however, that the Partnership will achieve any of its objective and targets
or that investors will receive a return of their capital.
There is no public market for the Interests nor is any expected to develop. Even if such
a market develops, no distribution, resale or transfer of an Interest will be permitted
except in accordance with the provisions of the Securities Act, the rules and regulations
promulgated thereunder, any applicable state securities laws and the terms and
conditions of the Limited Partnership Agreement of the Partnership (as amended,
restated or otherwise modified from time to time, the “Partnership Agreement”), a copy
of which is attached to this Summary as Exhibit A. Any transfer of an Interest by a
Limited Partner, public or private, will generally require the consent of the General
Partner. Accordingly, if you purchase an Interest, you will be required to represent and
warrant that you have read this Summary and are aware of and can afford the risks of
an investment in the Partnership for a period of time equal to the term of the
Partnership. You will also be required to represent that you are acquiring the Interest
for your own account, for investment purposes only, and not with any intention to resell
or transfer all or any part of the Interest.
In making an investment decision, investors must rely on their own examination of the
Partnership and the terms of this Offering, including the merits and risks involved.
Prospective investors should not construe the contents of this Summary as legal, tax,
investment or accounting advice and each prospective investor is urged to consult with
its own legal, tax, financial and accounting advisors with respect to legal, tax,
regulatory, financial and accounting consequences of its investment in the Partnership.
This Summary contains a summary of the Partnership Agreement and certain other
ARGENTINA REAL ASSET PARTNERS, LP 4
FILED: NEW YORK COUNTY CLERK 02/25/2023 07:05 AM INDEX NO. 654992/2022
NYSCEF DOC. NO. 78 RECEIVED NYSCEF: 02/25/2023
documents referred to herein. However, the summaries set forth in this Summary do
not purport to be complete and are subject to and qualified in their entirety by reference
to the Partnership Agreement and such other documents. In the event that the
descriptions in or terms of this Summary are inconsistent with or contrary to the terms
of the Partnership Agreement or such other documents, the Partnership Agreement and
such other documents shall prevail and provide the definitive terms of the relevant
arrangements.
This Summary is a summary of terms of the offering and certain instruments, and
related tax, Employee Retirement Income Security Act of 1974 (“ERISA”) and other
information, but does not purport to summarize any disclosures concerning the
business of the Partnership.
Certain information contained in this Summary constitutes “forward-looking
statements”, which can be identified by the use of forward-looking terminology such as
“may”, “will”, “seek”, “should”, “expect”, “anticipate”, “project”, “estimate”, “intend”,
“continue” or “believe” or the negatives thereof or other variations thereon or
comparable terminology. Due to various risks and uncertainties, including those set
forth under “RISK FACTORS AND CONFLICTS OF INTEREST”, actual events or results
or the actual performance of the Partnership may differ materially from those reflected
or contemplated in such forward-looking statements.
No rulings have been sought from the Internal Revenue Service (“IRS”) with respect to
any tax matters discussed in this Summary. You are cautioned that the views contained
herein are subject to material qualifications and subject to possible changes in
regulations by the IRS or by the U.S. Congress in existing tax statutes or in the
interpretation of existing statutes and regulations.
The information contained herein is current only as of the date hereof and you should
not, under any circumstances, assume that there has not been any change in the
matters discussed herein since the date hereof. None of the Partnership, the General
Partner or any of their respective affiliates has any obligation to update or otherwise
revise any forward-looking statements, including any revisions to reflect changes in
economic conditions or other circumstances arising after the date hereof or to reflect
the occurrence of unanticipated events.
Statements contained herein are not made in any person's (including the General
Partner’s) individual capacity, but rather on behalf of the Partnership.
Certain economic, market and other information contained herein may have been
obtained from published sources prepared by other parties and in certain cases may
not have been updated through the date hereof. While such sources are believed to be
reliable, none of the Partnership, the General Partner or their respective affiliates
assumes any responsibility for the accuracy or completeness of such information.
Each prospective investor is invited to meet with representatives of the Partnership and
to discuss with, ask questions of and receive answers from such representatives
concerning the terms and conditions of this Offering, and to obtain any additional
information, to the extent that such representatives possess such information or can
acquire it without unreasonable effort or expense. No persons other than
representatives of the Partnership have been authorized in connection with this
Offering to give any information or make any representations other than as contained in
this Summary. Any representation or information not contained herein (even if given by
representatives of the Partnership) must not be relied upon in making a decision to
acquire Interests hereunder.
The distribution of this Summary and the offer and sale of the Interests in certain
jurisdictions may be restricted by law. This Summary does not constitute an offer to
sell or the solicitation of an offer to buy in any state or other jurisdiction to any person
to whom it is unlawful to make such offer or solicitation in such state or jurisdiction.
ARGENTINA REAL ASSET PARTNERS, LP 5
FILED: NEW YORK COUNTY CLERK 02/25/2023 07:05 AM INDEX NO. 654992/2022
NYSCEF DOC. NO. 78 RECEIVED NYSCEF: 02/25/2023
Persons holding Interests they are not entitled to hold will be compelled to withdraw
from the Partnership.
ARGENTINA REAL ASSET PARTNERS, LP 6
FILED: NEW YORK COUNTY CLERK 02/25/2023 07:05 AM INDEX NO. 654992/2022
NYSCEF DOC. NO. 78 RECEIVED NYSCEF: 02/25/2023
SUMMARY OF SELECTED TERMS OF UNDERLYING INVESTMENT IN ISSUER
The Issuer RussellCar Inversora S.A.
Securities to be 7 year convertible Debt Securities denominated in Eligible Bonds (as defined in Exhibit C).
Issued
Calculation Agent The Issuer
Rank and Security The Debt Securities will constitute the Issuer´s general, direct, unsecured and unsubordinated
obligations and will rank at all times pari passu in all respects, without any preference among
themselves, with all of our other present and future unsecured and unsubordinated obligations,
other than obligations preferred by statute or by operation of law.
The holders will not have any preemptive right (“derecho de preferencia”) on future issuances
of securities of Issuer, including but not limited to Common or Preferred Stock, Additional Debt
Securities, convertible instruments, options and warrants.
Conversion Terms At any time, during the Conversion Period (as defined below) the holder may decide, by
delivering a written notice to the Issuer, to convert the Debt Security into Class B Common
Stock at the Conversion Rate.
The conversion period (“Conversion Period”) is the period beginning on July 1, 2015 and
ending on the Maturity Date (as defined below).
The conversion rate (“Conversion Rate”) “Conversion Rate” means 1 Class B Common Stock
(as defined below) per the Conversion Units of Eligible Bonds (as defined in Exhibit C) of face
value of the Debt Security converted.
Class B common stock (“Class B Common Stock”) means the Class B Common Stock
nominative non-endorsable with right to one vote and Peso 1 face value issued by Issuer.
Interest Period The interest period (“Interest Period”) means each period from, and including one payment
date to, but excluding, the next following payment date during the term of the debt securities,
th
except that the initial Interest Period will commence on, and include, the 60 calendar day after
the issuance date and the final Interest Period will end on, but exclude, the Maturity Date.
th th
Interest Payment Each June 30 and December 30 of each year during the term of the debt securities
Date (“Interest Payment Date”).
Payment of The Issuer will pay as interest on the Debt Securities on each Payment Date the Fixed Interest
Interest Amount (as defined in Exhibit C) in Eligible Bonds in respect of the Interest Period ending on
such Payment Date; provided, however, that if any Interest Payment Date (or any other date on
which Issuer is required to pay additional interest or any other amount that may constitute
interest on the Debt Securities) would otherwise occur on a day that is not a Business Day,
interest will be paid on the next succeeding Business Day.
On the first Payment Date of each calendar year during the Term, the Issuer will pay the
Additional Interest Amount (as defined in Exhibit C) to the Holders corresponding to the
Relevant Fiscal Year; provided that the Issuer will pay the Additional Interest Amount only if the
Holder´s Carry as of such Payment Date is positive and only up to the balance of Holder´s
Carry (as defined in Exhibit C).
On the Maturity Date or the Redemption Date, as the case may be, the Issuer will calculate a
reasonable estimate of the Additional Interest Amount for the Relevant Fiscal Year closing on
such date. The Issuer will pay 50% of the estimate Additional Interest Amount provided that the
Holder´s Carry as of the Maturity Date or Redemption Date, as the case may be, is positive and
only up to 50% of such balance of Holder´s Carry. The Issuer will calculate the definitive
ARGENTINA REAL ASSET PARTNERS, LP 7
FILED: NEW YORK COUNTY CLERK 02/25/2023 07:05 AM INDEX NO. 654992/2022
NYSCEF DOC. NO. 78 RECEIVED NYSCEF: 02/25/2023
Additional Interest Amount and pay the positive balance in the Holder´s Carry, if any, within 90
Business Days following the Maturity Date or the Redemption Date (as defined in Exhibit C).
The payment of the Fixed Interest Amount and the Additional Interest Amount (as defined in
Exhibit C) will be made in the Eligible Securities (as defined in Exhibit C) chosen by the Issuer.
All Holders will receive payment in the same Eligible Security.
The number of Eligible Bonds to be paid to the Holders will be rounded to the nearest two
decimal places, and in case the Eligible Bonds cannot be transferred to the Holders in amounts
lower than US$ 1 face value, to the closest integer.
Use of Proceeds Issuer will use at least 90% of the net proceeds from the sale of the Debt Securities to finance
the acquisition of vehicles and taxi licenses by our Subsidiaries. The funds will be loaned to the
Subsidiaries under medium term loans secured with: (i) pledges over the vehicles to be
acquired by the Subsidiaries, and (ii) pledges over the taxi licenses to be acquired by the
Subsidiaries.
Maturity Date July 1, 2022
Governing Law Argentine Law
Jurisdiction Ordinary commercial courts of the City of Buenos Aires, Argentina.
Special Any Argentine residents who may incur financial indebtedness with alien residents shall create,
Considerations as a general rule, a deposit in United States Dollars equal to 30% of the number of foreign
concerning currencies transferred to Argentina and sold in exchange for Argentine Pesos at the FX Market
Central Bank (hereinafter, the “Mandatory Reserve”). Such deposit shall be made at a local financial
Regulation of institution during a 365-day period and registered in the name of the Argentine resident who is
Foreign Currency performing the foreign currency transaction. The Mandatory Reserve shall be a non-
Inflow into transferable, unremunerated deposit, and it shall not be used to secure any credit transaction
Argentina whatsoever.
Subject to compliance with these requirements, repayment of such credits by means of a
currency transfer outside Argentina for reimbursement purposes to the principal and interest,
may be carried out through the FX Market without prior authorization by the Central Bank of
Argentina, to the extent that the debt has been duly informed, and that such information has
been updated.
While it is the intent of the Fund and the Manager to structure the Debt Securities in compliance
with Argentine law to lawfully preclude involvement of the Argentine Central Bank, it cannot
guarantee such preclusion will be successful or continuously successful, which may adversely
affect the value of your investment in the Fund.
Argentine Regulations Applicable to Securities Loans. Section 3 of Executive Order No.
616/05 provides that the Mandatory Reserve shall be applicable to any inflow of funds through
the FX Market which may be the result of a financing granted by an alien resident. However,
the Argentinian currency exchange system in force does not appear to confer any specific rules
on debt-based securities. The fund and the Manager anticipate that given the structure of the
Debt Securities, since there is no disbursement of actual foreign currency, there should be no
currency inflow through the FX Market. Consequently, the Mandatory Reserve should not be
applicable.
It is the intention of the Fund and the Manager that despite the fact the Debt Securities may be
construed as a fiscal loan on their face, the absence of the use or employment of actual
currencies to satisfy any of the terms of the Debt Securities is designed to preclude the
Compulsory Repatriation or the Mandatory Reserve. This is due to the Fund’s Argentinian
counsel advise that the Compulsory Repatriation only applies to debt instruments which entail
an actual disbursement of foreign currencies for the benefit of the Argentine resident, which is
ARGENTINA REAL ASSET PARTNERS, LP 8
FILED: NEW YORK COUNTY CLERK 02/25/2023 07:05 AM INDEX NO. 654992/2022
NYSCEF DOC. NO. 78 RECEIVED NYSCEF: 02/25/2023
not the case with the Debt Securities.
However, the Fund nor the Manager can you sure that such outcome will be the case, which
may adversely affect the value of your investment in the Fund.
FOR MORE DETAILED DESCRIPTION OF THE TERMS OF THE
UNDERLYING INVESTMENT IN THE ISSUER, SEE EXHIBIT C.
ARGENTINA REAL ASSET PARTNERS, LP 9
FILED: NEW YORK COUNTY CLERK 02/25/2023 07:05 AM INDEX NO. 654992/2022
NYSCEF DOC. NO. 78 RECEIVED NYSCEF: 02/25/2023
OVERVIEW OF RUSSELLCAR
The Issuer has owned and managed a fleet of registered “RussellCar” taxi cabs since 2007
and is currently the largest taxi medallion holder in Buenos Aires, Argentina. RussellCar stands
out from its competitors by offering modern, efficient vehicles operated by experienced and
professionally trained drivers who must pass an extensive background check. All drivers are
union members and enjoy health insurance, pensions, and fair wages. Dispatch via telephone
or mobile app is available 24/7, as RussellCar has partnered with top dispatchers to ensure
prompt reservation service in addition to street pick-ups. The high-quality vehicles used by
RussellCar run on environmentally friendly natural gas reducing pollution and increasing
drivers’ income and working conditions. RussellCar growth is supported by the Buenos Aires
government and taxi union, as they enhance city reputation, improve safety, and provide high
quality jobs.
Currently, “RussellCar” transports over 5,000 passengers per day, and over 2,000,000
passengers per year. “RussellCar” taxis travel over 25,000 kilometers per day. In addition, the
“RussellCar” main facilities in Argentina include 15,000 square feet of garage and office space,
in house mechanics and a GPS programmed with automatic alerts to monitor the fleet of
vehicles.
Strict government regulation and the powerful taxi union create a high barrier to entry, as the
total pool of medallions has been fixed since the mid 1980’s. As an established taxi fleet, the
Issuer is uniquely positioned to take advantage of the opportunity to obtain additional
medallions. The Issuer plans to increase its taxi fleet by 2,000 registered taxis during the next
two years, with the final goal of having a fleet of 8,000 out of the 38,000 registered taxis in
Buenos Aires, Argentina. The Issuer’s annual income has grown steadily in US Dollars even
with the Argentine Peso losing 80% of its value over the last several years. As a protective
measure, the Issuer’s assets are and will continue to be spread out among the Operating
Companies.
ARGENTINA REAL ASSET PARTNERS, LP 10
FILED: NEW YORK COUNTY CLERK 02/25/2023 07:05 AM INDEX NO. 654992/2022
NYSCEF DOC. NO. 78 RECEIVED NYSCEF: 02/25/2023
SUMMARY OF TERMS OF INVESTMENT VEHICLE
The following summary is qualified in its entirety by other information contained elsewhere in
this Summary of Terms of Offering (“Summary”) and by the Limited Partnership Agreement
(as amended, restated or otherwise modified from time to time, “Partnership Agreement”) of
the Partnership (as defined below), a copy of which is attached to this Summary as Exhibit A.
You should read this entire Summary and the Partnership Agreement carefully before making
any investment decision regarding the Partnership and should pay particular attention to the
information under the heading “RISK FACTORS AND CONFLICTS OF INTEREST”. In
addition, you should consult your own advisors in order to understand fully the consequences
of an investment in the Partnership.
The Partnership Argentina Real Asset Partners, LP (“Partnership”), a limited partnership organized under the
laws of the State of Delaware, is offering (“Offering”) limited partner interests in the Partnership
(“Interests”) in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as
amended (“Securities Act”), and Regulation D promulgated thereunder. Generally, only
persons who are Accredited Investors (as defined in Rule 501 of Regulation D promulgated
under the Securities Act) may purchase Interests.
The Partnership was formed to pool investment funds of its investors (each, a “Limited Partner”
and, collectively, “Limited Partners”; and, together with the General Partner (as defined below),
“Partners”) for the purpose of investing in (x) convertible debt issued by RussellCar Inversora
S.A., organized under the laws of the Argentine Republic as a holding company (the “Issuer”) to
several operating companies, including TAXCORP SA, CROSSTAX SA and CARCORP SA in
Argentina relating to the acquisition, ownership and operation of taxicab licenses and businesses
in Buenos Aires, Argentina (collectively, the “Operating Companies”), and (y) such other
investments in operating businesses in Latin America, as determined by the General Partner (as
defined below) from time to time.
The Partnership may establish and offer separate series and/or classes of Interests (including
those with different investment activities and asset pools) from time to time and at any time, as
determined by the General Partner, in its sole discretion, with such rights and privileges as the
General Partner may determine and without notice to and without obtaining any approval of the
Limited Partners.
Management Argentina Capital Management, LLC, a Delaware limited liability company (“General Partner”),
is the general partner of the Partnership. The General Partner is responsible for the
management of the Partnership’s affairs and has discretionary investment authority over the
Partnership’s assets. Russell Abrams (the “Principal”) is the managing member of, and
controls the management and operations of, the General Partner and is primarily responsible
for managing the Partnership’s assets. See “MANAGEMENT AND ADMINISTRATION” for
further details.
Size of Partnership The Partnership is seeking $200 million of aggregate capital commitments (“Commitments”)
from qualified investors. The General Partner reserves the right to accept aggregate
Commitments greater or lesser than such amount.
Minimum The minimum Commitment for a Limited Partner is $1 million. Commitments of lesser amounts
Commitment may be accepted in the sole discretion of the General Partner.
Subscription Attached as Exhibit B to this Summary are the subscription documents and instructions for
Matters subscribing (“Subscription Documents”). In order to subscribe for Interests in the
Partnership, you must complete the Subscription Documents and return them to the General
Partner. To ensure compliance with applicable laws, regulations and other requirements
relating to money laundering, the General Partner may require additional information to verify
the identity of any person who subscribes for Interests in the Partnership.
Third-Party Placement Agent Fees. The General Partner may sell Interests through broker-
dealers, placement agents and other persons and agree to pay a marketing fee or commission
in connection with such activities, and accordingly, the General Partner may deduct from the
ARGENTINA REAL ASSET PARTNERS, LP 11
FILED: NEW YORK COUNTY CLERK 02/25/2023 07:05 AM INDEX NO. 654992/2022
NYSCEF DOC. NO. 78 RECEIVED NYSCEF: 02/25/2023
amount invested by a Limited Partner in the Partnership an amount equal to the third-party
placement agent fees paid with respect to such Limited Partner’s investment to pay such fees,
on a fully disclosed basis, to a broker-dealer, placement agent or other person based upon the
Commitment of the Limited Partner introduced to the Partnership by such broker-dealer,
placement agent or other person (i.e., rather than, or in addition to, paying such persons at its
own expense). The amount of any third-party placement agent fees, if any, assessed
against the referred Limited Partner will not be treated as being invested in the
Partnership and will reduce the amount actually invested by such Limited Partner in the
Partnership. All of the terms relating to distributions to a Limited Partner applicable to
such Limited Partner) will be calculated based on the amount actually invested by the
Limited Partner in the Partnership (i.e., the amount invested less any such third-party
placement agent fees deducted from the Limited Partner’s investment).
Eligible Investors In order to invest in the Partnership, you must meet certain minimum suitability requirements,
and Suitability including qualifying as an Accredited Investor under the Securities Act. The Subscription
Documents set forth in
Preview
FILED: NEW YORK COUNTY CLERK 02/25/2023 07:05 AM INDEX NO. 654992/2022 NYSCEF DOC. NO. 78 RECEIVED NYSCEF: 02/25/2023 EXHIBIT G FILED: NEW YORK COUNTY CLERK 02/25/2023 07:05 AM INDEX NO. 654992/2022 NYSCEF DOC. NO. 78 RECEIVED NYSCEF: 02/25/2023 COPY FOR THE EXCLUSIVE USE OF: NO. Argentina Real Asset Partners, LP A DELAWARE LIMITED PARTNERSHIP GENERAL PARTNER: ARGENTINA CAPITAL MANAGEMENT, LLC June 18, 2015 SUMMARY OF TERMS OF OFFERING THIS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE INTERESTS DESCRIBED HEREIN IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SALE. FILED: NEW YORK COUNTY CLERK 02/25/2023 07:05 AM INDEX NO. 654992/2022 NYSCEF DOC. NO. 78 RECEIVED NYSCEF: 02/25/2023 TABLE OF CONTENTS CAPTION PAGE EXECUTIVE SUMMARY .............................................................................................................. 1 INITIAL STRUCTURE AS OF LAUNCH OF PARTNERSHIP.................................................................. 2 IMPORTANT GENERAL CONSIDERATIONS .................................................................................... 3 SUMMARY OF SELECTED TERMS OF UNDERLYING INVESTMENT IN ISSUER ..................................... 7 OVERVIEW OF RUSSELLCAR ................................................................................................... 10 SUMMARY OF TERMS OF INVESTMENT VEHICLE ......................................................................... 11 CAPITAL STRUCTURE OF THE FUND ......................................................................................... 18 MANAGEMENT AND ADMINISTRATION ....................................................................................... 20 RISK FACTORS AND CONFLICTS OF INTEREST ........................................................................... 22 TAXATION ............................................................................................................................. 34 ERISA CONSIDERATIONS ....................................................................................................... 47 EXHIBITS LIMITED PARTNERSHIP AGREEMENT ............................................................................. EXHIBIT A SUBSCRIPTION DOCUMENTS ........................................................................................ EXHIBIT B TERMS OF NOTE ......................................................................................................... EXHIBIT C FILED: NEW YORK COUNTY CLERK 02/25/2023 07:05 AM INDEX NO. 654992/2022 NYSCEF DOC. NO. 78 RECEIVED NYSCEF: 02/25/2023 EXECUTIVE SUMMARY THE PARTNERSHIP AND STRUCTURE Argentina Real Asset Partners, LP (“Partnership”), a limited partnership organized under the laws of the State of Delaware, is offering (“Offering”) limited partner interests in the Partnership (“Interests”) in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (“Securities Act”), and Regulation D promulgated thereunder. Generally, only persons who are Accredited Investors (as defined in Rule 501 of Regulation D promulgated under the Securities Act) may purchase Interests. The Partnership was formed to pool investment funds of its investors (each, a “Limited Partner” and, collectively, “Limited Partners”; and, together with the General Partner (as defined below), “Partners”) for the purpose of investing in (x) convertible debt issued by RussellCar Inversora S.A., organized under the laws of the Argentine Republic as a holding company (the “Issuer”) to several operating companies, including TAXCORP SA, CROSSTAX SA and CARCORP SA, in Argentina relating to the acquisition, ownership and operation of taxicab licenses and businesses in Buenos Aires, Argentina (collectively, the “Operating Companies”), and (y) such other investments in operating businesses in Latin America, as determined by the General Partner (as defined below) from time to time. Argentina Capital Management, LLC, a Delaware limited liability company (“General Partner”), is the general partner of the Partnership. The General Partner is responsible for the management of the Partnership’s affairs and has discretionary investment authority over the Partnership’s assets. Russell Abrams (the “Principal”) is the managing member of, and controls the management and operations of, the General Partner and is primarily responsible for managing the Partnership’s assets. See “MANAGEMENT AND ADMINISTRATION” for further details. The following chart summarizes the relationship between the foregoing entities: ARGENTINA REAL ASSET PARTNERS, LP 1 FILED: NEW YORK COUNTY CLERK 02/25/2023 07:05 AM INDEX NO. 654992/2022 NYSCEF DOC. NO. 78 RECEIVED NYSCEF: 02/25/2023 INITIAL STRUCTURE AS OF LAUNCH OF PARTNERSHIP Below is the initial structure as of the launch of the Partnership, which is subject to change. ARGENTINA REAL ASSET PARTNERS, LP A Delaware limited partnership The Partnership Invest in convertible debt securities issued by RUSSELLCAR INVERSORA SA DEBT CONVERTIBLE INTO CLASS B SHARES OF RUSSELLCAR INVERSORA SA Russellcar Inversora SA Holding Company The Issuer TAXCORP SA CROSSTAX SA CARCORP SA Taxicab RUSSELLCAR Taxicab Taxicab Licenses SRL Licenses Licenses Vehicles (AGENT) Vehicles Vehicles ARGENTINA REAL ASSET PARTNERS, LP 2 FILED: NEW YORK COUNTY CLERK 02/25/2023 07:05 AM INDEX NO. 654992/2022 NYSCEF DOC. NO. 78 RECEIVED NYSCEF: 02/25/2023 IMPORTANT GENERAL CONSIDERATIONS This Summary of Terms of Offering (the “Summary”) is furnished on a confidential basis to a limited number of sophisticated investors for the purpose of providing certain information about an investment in Interests in the Partnership. The Interests have not been approved or disapproved by the Securities and Exchange Commission (“SEC”) or by the securities regulatory authority of any state or of any other jurisdiction, nor has the SEC or any such securities regulatory authority passed upon the accuracy or adequacy of this Summary. Any representation to the contrary is a criminal offense. This Summary is to be used by the offeree solely in connection with the consideration of the purchase of the Interests described herein. This Offering of Interests is made only by delivery of a copy of this Summary to the person whose name appears on the front page of this Summary. This Offering is made only to persons that are Accredited Investors (as defined in Rule 501 of Regulation D promulgated under the Securities Act). The information contained herein must be treated in a confidential manner and may not be reproduced or used in whole or in part for any other purpose, nor may it be disclosed without the prior written consent of the General Partner. The intended recipient of this Summary should treat the information herein as confidential and should make use of this information only within the immediate organization of the recipient. Broad distribution of this information could become harmful to the investment objectives of this venture. Each investor accepting this Summary agrees to return it promptly (and to destroy any paper or electronic version in its records) upon request. Notwithstanding anything in this Summary to the contrary, to comply with Treas. Reg. Section 1.6011-4(b)(3)(i), each recipient of the Summary (and any employee, representative, or other agent thereof) may disclose to any and all persons, without limitation of any kind, the United States federal income tax treatment and tax structure of the Partnership or any transactions undertaken by the Partnership, it being understood and agreed, for this purpose, that (i) the name of, or any other identifying information regarding, the Partnership or any existing or future investor (or any affiliate thereof) in the Partnership, or any investment or transaction entered into by the Partnership, (ii) any performance information relating to the Partnership or its investments, or (iii) any performance or other information relating to other funds or investments sponsored by the General Partner do not constitute such tax treatment or tax structure information. The Interests have not been registered under the Securities Act, the securities laws of any state or the securities laws of any other jurisdiction, nor is such registration contemplated. The Interests will be offered and sold under the exemption provided by Section 4(a)(2) of the Securities Act and other exemptions of similar import in the laws of the states and jurisdictions where the Offering will be made. The Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended (“Investment Company Act”). Likewise, the General Partner will not be registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“Advisers Act”), or under any state laws. The General Partner will not be registered as a commodity pool operator under the Commodity Exchange Act, as amended (“CEA”), based an exemption available under Rule 4.13(a)(3) thereunder. Consequently, you will not be entitled to certain protections afforded by those statutes. Pursuant to Rule 4.13(a)(3) of the CEA, the General Partner is exempt from registration with the Commodity Futures Trading Commission (“CFTC”) as a commodity pool operator and therefore, unlike a registered commodity pool operator, it is not required to deliver a Disclosure Document (as such term is defined under CFTC rules) and a certified annual report to participants in the pool. The foregoing registration exemption is based on the Partnership’s limited commodity trading activity and its undertaking that at all times either: (a) the aggregate initial margin and premiums required to ARGENTINA REAL ASSET PARTNERS, LP 3 FILED: NEW YORK COUNTY CLERK 02/25/2023 07:05 AM INDEX NO. 654992/2022 NYSCEF DOC. NO. 78 RECEIVED NYSCEF: 02/25/2023 establish commodity interest positions, determined at the time the most recent position was established, will not exceed 5% of the liquidation value of the Partnership’s portfolio, after taking into account unrealized profits and losses on any such positions; or (b) the aggregate net notional value of the Partnership’s commodity interest positions, determined at the time the most recent position was established, will not exceed 100% of the liquidation value of the Partnership’s portfolio, after taking into account unrealized profits and losses on any such positions. Certain types of swaps are included in the definition of “commodity interests”. These swaps include interest rate swaps, currency swaps, energy and metal swaps, agricultural swaps, swaps on broad- based indices, swaps on government securities and certain mixed swaps. The General Partner is currently exempt from registration with the SEC and, if required to do so pursuant to Section 203(m) of the Advisers Act, will file with the SEC as an Exempt Reporting Adviser (“ERA”). Section 203(m) provides an exemption from registration to any investment adviser that solely advises private funds if the adviser has less than $150 million of regulatory assets under management in the United States (“Private Fund Adviser Exemption”). Section 203(m) of the Advisers Act mandates that an investment adviser file as an ERA to qualify for the Private Fund Adviser Exemption. The Interests are offered subject to the right of the General Partner to reject any subscriptions in whole or in part. The General Partner and its affiliates reserve the right to withdraw this Offering, modify any of the terms of this Offering and the Interests described herein and to revise and reissue this Summary at any time. Investment in the Interests will involve significant risks due, among other things, to the nature of the Partnership's investments. Potential investors should pay particular attention to the information under “RISK FACTORS AND CONFLICTS OF INTEREST” in this Summary. Investment in the Partnership is suitable only for sophisticated investors and requires the financial ability and willingness to accept the high risks and lack of liquidity inherent in an investment in the Partnership. Investors in the Partnership must be prepared to bear such risks for an extended period of time. An investment in the Partnership would be suitable for you only if you have adequate means of providing for your current and future needs, have no need for liquidity in such investment and can afford to lose the entire amount of your investment. No assurances can be given, however, that the Partnership will achieve any of its objective and targets or that investors will receive a return of their capital. There is no public market for the Interests nor is any expected to develop. Even if such a market develops, no distribution, resale or transfer of an Interest will be permitted except in accordance with the provisions of the Securities Act, the rules and regulations promulgated thereunder, any applicable state securities laws and the terms and conditions of the Limited Partnership Agreement of the Partnership (as amended, restated or otherwise modified from time to time, the “Partnership Agreement”), a copy of which is attached to this Summary as Exhibit A. Any transfer of an Interest by a Limited Partner, public or private, will generally require the consent of the General Partner. Accordingly, if you purchase an Interest, you will be required to represent and warrant that you have read this Summary and are aware of and can afford the risks of an investment in the Partnership for a period of time equal to the term of the Partnership. You will also be required to represent that you are acquiring the Interest for your own account, for investment purposes only, and not with any intention to resell or transfer all or any part of the Interest. In making an investment decision, investors must rely on their own examination of the Partnership and the terms of this Offering, including the merits and risks involved. Prospective investors should not construe the contents of this Summary as legal, tax, investment or accounting advice and each prospective investor is urged to consult with its own legal, tax, financial and accounting advisors with respect to legal, tax, regulatory, financial and accounting consequences of its investment in the Partnership. This Summary contains a summary of the Partnership Agreement and certain other ARGENTINA REAL ASSET PARTNERS, LP 4 FILED: NEW YORK COUNTY CLERK 02/25/2023 07:05 AM INDEX NO. 654992/2022 NYSCEF DOC. NO. 78 RECEIVED NYSCEF: 02/25/2023 documents referred to herein. However, the summaries set forth in this Summary do not purport to be complete and are subject to and qualified in their entirety by reference to the Partnership Agreement and such other documents. In the event that the descriptions in or terms of this Summary are inconsistent with or contrary to the terms of the Partnership Agreement or such other documents, the Partnership Agreement and such other documents shall prevail and provide the definitive terms of the relevant arrangements. This Summary is a summary of terms of the offering and certain instruments, and related tax, Employee Retirement Income Security Act of 1974 (“ERISA”) and other information, but does not purport to summarize any disclosures concerning the business of the Partnership. Certain information contained in this Summary constitutes “forward-looking statements”, which can be identified by the use of forward-looking terminology such as “may”, “will”, “seek”, “should”, “expect”, “anticipate”, “project”, “estimate”, “intend”, “continue” or “believe” or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, including those set forth under “RISK FACTORS AND CONFLICTS OF INTEREST”, actual events or results or the actual performance of the Partnership may differ materially from those reflected or contemplated in such forward-looking statements. No rulings have been sought from the Internal Revenue Service (“IRS”) with respect to any tax matters discussed in this Summary. You are cautioned that the views contained herein are subject to material qualifications and subject to possible changes in regulations by the IRS or by the U.S. Congress in existing tax statutes or in the interpretation of existing statutes and regulations. The information contained herein is current only as of the date hereof and you should not, under any circumstances, assume that there has not been any change in the matters discussed herein since the date hereof. None of the Partnership, the General Partner or any of their respective affiliates has any obligation to update or otherwise revise any forward-looking statements, including any revisions to reflect changes in economic conditions or other circumstances arising after the date hereof or to reflect the occurrence of unanticipated events. Statements contained herein are not made in any person's (including the General Partner’s) individual capacity, but rather on behalf of the Partnership. Certain economic, market and other information contained herein may have been obtained from published sources prepared by other parties and in certain cases may not have been updated through the date hereof. While such sources are believed to be reliable, none of the Partnership, the General Partner or their respective affiliates assumes any responsibility for the accuracy or completeness of such information. Each prospective investor is invited to meet with representatives of the Partnership and to discuss with, ask questions of and receive answers from such representatives concerning the terms and conditions of this Offering, and to obtain any additional information, to the extent that such representatives possess such information or can acquire it without unreasonable effort or expense. No persons other than representatives of the Partnership have been authorized in connection with this Offering to give any information or make any representations other than as contained in this Summary. Any representation or information not contained herein (even if given by representatives of the Partnership) must not be relied upon in making a decision to acquire Interests hereunder. The distribution of this Summary and the offer and sale of the Interests in certain jurisdictions may be restricted by law. This Summary does not constitute an offer to sell or the solicitation of an offer to buy in any state or other jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such state or jurisdiction. ARGENTINA REAL ASSET PARTNERS, LP 5 FILED: NEW YORK COUNTY CLERK 02/25/2023 07:05 AM INDEX NO. 654992/2022 NYSCEF DOC. NO. 78 RECEIVED NYSCEF: 02/25/2023 Persons holding Interests they are not entitled to hold will be compelled to withdraw from the Partnership. ARGENTINA REAL ASSET PARTNERS, LP 6 FILED: NEW YORK COUNTY CLERK 02/25/2023 07:05 AM INDEX NO. 654992/2022 NYSCEF DOC. NO. 78 RECEIVED NYSCEF: 02/25/2023 SUMMARY OF SELECTED TERMS OF UNDERLYING INVESTMENT IN ISSUER The Issuer RussellCar Inversora S.A. Securities to be 7 year convertible Debt Securities denominated in Eligible Bonds (as defined in Exhibit C). Issued Calculation Agent The Issuer Rank and Security The Debt Securities will constitute the Issuer´s general, direct, unsecured and unsubordinated obligations and will rank at all times pari passu in all respects, without any preference among themselves, with all of our other present and future unsecured and unsubordinated obligations, other than obligations preferred by statute or by operation of law. The holders will not have any preemptive right (“derecho de preferencia”) on future issuances of securities of Issuer, including but not limited to Common or Preferred Stock, Additional Debt Securities, convertible instruments, options and warrants. Conversion Terms At any time, during the Conversion Period (as defined below) the holder may decide, by delivering a written notice to the Issuer, to convert the Debt Security into Class B Common Stock at the Conversion Rate. The conversion period (“Conversion Period”) is the period beginning on July 1, 2015 and ending on the Maturity Date (as defined below). The conversion rate (“Conversion Rate”) “Conversion Rate” means 1 Class B Common Stock (as defined below) per the Conversion Units of Eligible Bonds (as defined in Exhibit C) of face value of the Debt Security converted. Class B common stock (“Class B Common Stock”) means the Class B Common Stock nominative non-endorsable with right to one vote and Peso 1 face value issued by Issuer. Interest Period The interest period (“Interest Period”) means each period from, and including one payment date to, but excluding, the next following payment date during the term of the debt securities, th except that the initial Interest Period will commence on, and include, the 60 calendar day after the issuance date and the final Interest Period will end on, but exclude, the Maturity Date. th th Interest Payment Each June 30 and December 30 of each year during the term of the debt securities Date (“Interest Payment Date”). Payment of The Issuer will pay as interest on the Debt Securities on each Payment Date the Fixed Interest Interest Amount (as defined in Exhibit C) in Eligible Bonds in respect of the Interest Period ending on such Payment Date; provided, however, that if any Interest Payment Date (or any other date on which Issuer is required to pay additional interest or any other amount that may constitute interest on the Debt Securities) would otherwise occur on a day that is not a Business Day, interest will be paid on the next succeeding Business Day. On the first Payment Date of each calendar year during the Term, the Issuer will pay the Additional Interest Amount (as defined in Exhibit C) to the Holders corresponding to the Relevant Fiscal Year; provided that the Issuer will pay the Additional Interest Amount only if the Holder´s Carry as of such Payment Date is positive and only up to the balance of Holder´s Carry (as defined in Exhibit C). On the Maturity Date or the Redemption Date, as the case may be, the Issuer will calculate a reasonable estimate of the Additional Interest Amount for the Relevant Fiscal Year closing on such date. The Issuer will pay 50% of the estimate Additional Interest Amount provided that the Holder´s Carry as of the Maturity Date or Redemption Date, as the case may be, is positive and only up to 50% of such balance of Holder´s Carry. The Issuer will calculate the definitive ARGENTINA REAL ASSET PARTNERS, LP 7 FILED: NEW YORK COUNTY CLERK 02/25/2023 07:05 AM INDEX NO. 654992/2022 NYSCEF DOC. NO. 78 RECEIVED NYSCEF: 02/25/2023 Additional Interest Amount and pay the positive balance in the Holder´s Carry, if any, within 90 Business Days following the Maturity Date or the Redemption Date (as defined in Exhibit C). The payment of the Fixed Interest Amount and the Additional Interest Amount (as defined in Exhibit C) will be made in the Eligible Securities (as defined in Exhibit C) chosen by the Issuer. All Holders will receive payment in the same Eligible Security. The number of Eligible Bonds to be paid to the Holders will be rounded to the nearest two decimal places, and in case the Eligible Bonds cannot be transferred to the Holders in amounts lower than US$ 1 face value, to the closest integer. Use of Proceeds Issuer will use at least 90% of the net proceeds from the sale of the Debt Securities to finance the acquisition of vehicles and taxi licenses by our Subsidiaries. The funds will be loaned to the Subsidiaries under medium term loans secured with: (i) pledges over the vehicles to be acquired by the Subsidiaries, and (ii) pledges over the taxi licenses to be acquired by the Subsidiaries. Maturity Date July 1, 2022 Governing Law Argentine Law Jurisdiction Ordinary commercial courts of the City of Buenos Aires, Argentina. Special Any Argentine residents who may incur financial indebtedness with alien residents shall create, Considerations as a general rule, a deposit in United States Dollars equal to 30% of the number of foreign concerning currencies transferred to Argentina and sold in exchange for Argentine Pesos at the FX Market Central Bank (hereinafter, the “Mandatory Reserve”). Such deposit shall be made at a local financial Regulation of institution during a 365-day period and registered in the name of the Argentine resident who is Foreign Currency performing the foreign currency transaction. The Mandatory Reserve shall be a non- Inflow into transferable, unremunerated deposit, and it shall not be used to secure any credit transaction Argentina whatsoever. Subject to compliance with these requirements, repayment of such credits by means of a currency transfer outside Argentina for reimbursement purposes to the principal and interest, may be carried out through the FX Market without prior authorization by the Central Bank of Argentina, to the extent that the debt has been duly informed, and that such information has been updated. While it is the intent of the Fund and the Manager to structure the Debt Securities in compliance with Argentine law to lawfully preclude involvement of the Argentine Central Bank, it cannot guarantee such preclusion will be successful or continuously successful, which may adversely affect the value of your investment in the Fund. Argentine Regulations Applicable to Securities Loans. Section 3 of Executive Order No. 616/05 provides that the Mandatory Reserve shall be applicable to any inflow of funds through the FX Market which may be the result of a financing granted by an alien resident. However, the Argentinian currency exchange system in force does not appear to confer any specific rules on debt-based securities. The fund and the Manager anticipate that given the structure of the Debt Securities, since there is no disbursement of actual foreign currency, there should be no currency inflow through the FX Market. Consequently, the Mandatory Reserve should not be applicable. It is the intention of the Fund and the Manager that despite the fact the Debt Securities may be construed as a fiscal loan on their face, the absence of the use or employment of actual currencies to satisfy any of the terms of the Debt Securities is designed to preclude the Compulsory Repatriation or the Mandatory Reserve. This is due to the Fund’s Argentinian counsel advise that the Compulsory Repatriation only applies to debt instruments which entail an actual disbursement of foreign currencies for the benefit of the Argentine resident, which is ARGENTINA REAL ASSET PARTNERS, LP 8 FILED: NEW YORK COUNTY CLERK 02/25/2023 07:05 AM INDEX NO. 654992/2022 NYSCEF DOC. NO. 78 RECEIVED NYSCEF: 02/25/2023 not the case with the Debt Securities. However, the Fund nor the Manager can you sure that such outcome will be the case, which may adversely affect the value of your investment in the Fund. FOR MORE DETAILED DESCRIPTION OF THE TERMS OF THE UNDERLYING INVESTMENT IN THE ISSUER, SEE EXHIBIT C. ARGENTINA REAL ASSET PARTNERS, LP 9 FILED: NEW YORK COUNTY CLERK 02/25/2023 07:05 AM INDEX NO. 654992/2022 NYSCEF DOC. NO. 78 RECEIVED NYSCEF: 02/25/2023 OVERVIEW OF RUSSELLCAR The Issuer has owned and managed a fleet of registered “RussellCar” taxi cabs since 2007 and is currently the largest taxi medallion holder in Buenos Aires, Argentina. RussellCar stands out from its competitors by offering modern, efficient vehicles operated by experienced and professionally trained drivers who must pass an extensive background check. All drivers are union members and enjoy health insurance, pensions, and fair wages. Dispatch via telephone or mobile app is available 24/7, as RussellCar has partnered with top dispatchers to ensure prompt reservation service in addition to street pick-ups. The high-quality vehicles used by RussellCar run on environmentally friendly natural gas reducing pollution and increasing drivers’ income and working conditions. RussellCar growth is supported by the Buenos Aires government and taxi union, as they enhance city reputation, improve safety, and provide high quality jobs. Currently, “RussellCar” transports over 5,000 passengers per day, and over 2,000,000 passengers per year. “RussellCar” taxis travel over 25,000 kilometers per day. In addition, the “RussellCar” main facilities in Argentina include 15,000 square feet of garage and office space, in house mechanics and a GPS programmed with automatic alerts to monitor the fleet of vehicles. Strict government regulation and the powerful taxi union create a high barrier to entry, as the total pool of medallions has been fixed since the mid 1980’s. As an established taxi fleet, the Issuer is uniquely positioned to take advantage of the opportunity to obtain additional medallions. The Issuer plans to increase its taxi fleet by 2,000 registered taxis during the next two years, with the final goal of having a fleet of 8,000 out of the 38,000 registered taxis in Buenos Aires, Argentina. The Issuer’s annual income has grown steadily in US Dollars even with the Argentine Peso losing 80% of its value over the last several years. As a protective measure, the Issuer’s assets are and will continue to be spread out among the Operating Companies. ARGENTINA REAL ASSET PARTNERS, LP 10 FILED: NEW YORK COUNTY CLERK 02/25/2023 07:05 AM INDEX NO. 654992/2022 NYSCEF DOC. NO. 78 RECEIVED NYSCEF: 02/25/2023 SUMMARY OF TERMS OF INVESTMENT VEHICLE The following summary is qualified in its entirety by other information contained elsewhere in this Summary of Terms of Offering (“Summary”) and by the Limited Partnership Agreement (as amended, restated or otherwise modified from time to time, “Partnership Agreement”) of the Partnership (as defined below), a copy of which is attached to this Summary as Exhibit A. You should read this entire Summary and the Partnership Agreement carefully before making any investment decision regarding the Partnership and should pay particular attention to the information under the heading “RISK FACTORS AND CONFLICTS OF INTEREST”. In addition, you should consult your own advisors in order to understand fully the consequences of an investment in the Partnership. The Partnership Argentina Real Asset Partners, LP (“Partnership”), a limited partnership organized under the laws of the State of Delaware, is offering (“Offering”) limited partner interests in the Partnership (“Interests”) in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (“Securities Act”), and Regulation D promulgated thereunder. Generally, only persons who are Accredited Investors (as defined in Rule 501 of Regulation D promulgated under the Securities Act) may purchase Interests. The Partnership was formed to pool investment funds of its investors (each, a “Limited Partner” and, collectively, “Limited Partners”; and, together with the General Partner (as defined below), “Partners”) for the purpose of investing in (x) convertible debt issued by RussellCar Inversora S.A., organized under the laws of the Argentine Republic as a holding company (the “Issuer”) to several operating companies, including TAXCORP SA, CROSSTAX SA and CARCORP SA in Argentina relating to the acquisition, ownership and operation of taxicab licenses and businesses in Buenos Aires, Argentina (collectively, the “Operating Companies”), and (y) such other investments in operating businesses in Latin America, as determined by the General Partner (as defined below) from time to time. The Partnership may establish and offer separate series and/or classes of Interests (including those with different investment activities and asset pools) from time to time and at any time, as determined by the General Partner, in its sole discretion, with such rights and privileges as the General Partner may determine and without notice to and without obtaining any approval of the Limited Partners. Management Argentina Capital Management, LLC, a Delaware limited liability company (“General Partner”), is the general partner of the Partnership. The General Partner is responsible for the management of the Partnership’s affairs and has discretionary investment authority over the Partnership’s assets. Russell Abrams (the “Principal”) is the managing member of, and controls the management and operations of, the General Partner and is primarily responsible for managing the Partnership’s assets. See “MANAGEMENT AND ADMINISTRATION” for further details. Size of Partnership The Partnership is seeking $200 million of aggregate capital commitments (“Commitments”) from qualified investors. The General Partner reserves the right to accept aggregate Commitments greater or lesser than such amount. Minimum The minimum Commitment for a Limited Partner is $1 million. Commitments of lesser amounts Commitment may be accepted in the sole discretion of the General Partner. Subscription Attached as Exhibit B to this Summary are the subscription documents and instructions for Matters subscribing (“Subscription Documents”). In order to subscribe for Interests in the Partnership, you must complete the Subscription Documents and return them to the General Partner. To ensure compliance with applicable laws, regulations and other requirements relating to money laundering, the General Partner may require additional information to verify the identity of any person who subscribes for Interests in the Partnership. Third-Party Placement Agent Fees. The General Partner may sell Interests through broker- dealers, placement agents and other persons and agree to pay a marketing fee or commission in connection with such activities, and accordingly, the General Partner may deduct from the ARGENTINA REAL ASSET PARTNERS, LP 11 FILED: NEW YORK COUNTY CLERK 02/25/2023 07:05 AM INDEX NO. 654992/2022 NYSCEF DOC. NO. 78 RECEIVED NYSCEF: 02/25/2023 amount invested by a Limited Partner in the Partnership an amount equal to the third-party placement agent fees paid with respect to such Limited Partner’s investment to pay such fees, on a fully disclosed basis, to a broker-dealer, placement agent or other person based upon the Commitment of the Limited Partner introduced to the Partnership by such broker-dealer, placement agent or other person (i.e., rather than, or in addition to, paying such persons at its own expense). The amount of any third-party placement agent fees, if any, assessed against the referred Limited Partner will not be treated as being invested in the Partnership and will reduce the amount actually invested by such Limited Partner in the Partnership. All of the terms relating to distributions to a Limited Partner applicable to such Limited Partner) will be calculated based on the amount actually invested by the Limited Partner in the Partnership (i.e., the amount invested less any such third-party placement agent fees deducted from the Limited Partner’s investment). Eligible Investors In order to invest in the Partnership, you must meet certain minimum suitability requirements, and Suitability including qualifying as an Accredited Investor under the Securities Act. The Subscription Documents set forth in