F-1MEF

As filed with the Securities and Exchange Commission on May 18, 2016

Registration No. 333-    

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Grupo Supervielle S.A.

(Exact name of Registrant as specified in its charter)

SUPERVIELLE GROUP S.A.

(Translation of Registrant’s name into English)

Republic of Argentina	6029	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

Grupo Supervielle S.A.

Bartolomé Mitre 434, 5th Floor

C1036AAH Buenos Aires

Republic of Argentina

(+ 54-11-4340-3100)

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

CT Corporation System

111 Eighth Avenue

New York NY 10011

(212) 590-9330

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Andrés de la Cruz, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006 Nicholas A. Kronfeld, Esq.
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017

Approximate date of commencement of proposed sale to the public:  As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x Registration No. 333-208880

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be Registered(1)(2)(3)	Proposed maximum aggregate offering price per share(4)	Proposed maximum aggregate offering price (4)	Amount of registration Fee
Class B shares, par value Ps.1.00 per share	26,833,420	US$2.20	US$59,033,524.00	US$5,944.68

(1)Includes Class B shares that the international underwriters may purchase solely pursuant to their option to purchase additional shares.

(2)A separate registration statement on Form F-6 has been filed for the registration of American depositary shares issuable upon deposit of the Class B shares registered hereby.

(3)119,791,667 shares were previously registered pursuant to the Registrant’s registration statement on Form F-1 (Registration No. 333-208880)

(4)Estimated in accordance with Rule 457 of the Securities Act of 1933, as amended, on the basis of US$2.20 per share, the public offering price to be set forth on the cover page of the Registrant’s prospectus dated May 18, 2016 relating to its public offering pursuant to the Registrant’s Registration Statement on Form F-1 (File No. 333-208880). A registration fee was previously paid in connection with that Registration Statement.

In accordance with Rule 462(b) of the Securities and Exchange Commission’s Rules and Regulations under the Securities Act of 1933, as amended, this Registration Statement incorporates by reference the Registrant’s Registration Statement of Form F-1 (Registration No. 333-208880) to which this Registration Statement relates and shall become effective upon filing with the Securities and Exchange Commission.

EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form F-1 (File No. 333-208880) and exhibits thereto filed by Grupo Supervielle S.A. with the Securities and Exchange Commission (the “Commission”) on January 6, 2016, as amended on April 15, 2016 and May 10, 2016, which was declared effective by the Commission on May 18, 2016, are incorporated herein by reference.

The Registrant hereby certifies that it (i) has instructed its bank to transmit to the Commission the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business on May 19, 2016), (ii) will not revoke such instructions, (iii) has sufficient funds in the relevant account to cover the amount of such filing fee and (iv) will confirm receipt of such instructions by its bank during the bank’s regular business hours no later than May 19, 2016.

PART II: INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 8.        EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

All the exhibits filed with the Registration Statement on Form F-1 (No. 333-208880) are incorporated by reference into, and shall be deemed part of, this Registration Statement, except the following which are filed herewith:

Exhibit Number	Description
5.1	Opinion of Errecondo, González & Funes, Argentine counsel of the registrant, as to the validity of the Class B shares
23.1	Consent of Price Waterhouse & Co. S.R.L
23.2	Consent of Errecondo, González & Funes (included in Exhibit 5.1)

II-1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Buenos Aires, Argentina, on May 18, 2016.

GRUPO SUPERVIELLE S.A.
By:	/s/ Alejandra Naughton
Name:		Alejandra Naughton
Title:		Chief Financial Officer

II-2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on May 18, 2016 in the capacities indicated:

Signature	Title
*
Julio Patricio Supervielle	Chairman of the Board and Chief Executive Officer (principal executive officer)
*
Jorge Oscar Ramirez	Vice-Chairman of the Board
*
Alejandra Naughton	Chief Financial Officer (principal financial officer and principal accounting officer)
*
Laurence Nicole Mengin de Loyer	Director
*
Atilio Dell’Oro Maini	Director
*
Emerico Alejandro Stengel	Director
*
Richard Guy Gluzman	Director

*              Signed by Alejandra Naughton, as attorney-in-fact.

II-3

PUGLISI & ASSOCIATES
as Authorized Representative in the United States:
By:	/s/ Donald J. Puglisi
Name:		Donald J. Puglisi
Title:		Managing Director

II-4

EXHIBIT INDEX

Exhibit Number	Description
5.1	Opinion of Errecondo, González & Funes, Argentine counsel of the registrant, as to the validity of the Class B shares
23.1	Consent of Price Waterhouse & Co. S.R.L
23.2	Consent of Errecondo, González & Funes (included in Exhibit 5.1)

II-5

EX-5.1

Exhibit 5.1

May 18, 2016

GRUPO SUPERVIELLE S.A.

BARTOLOMÉ MITRE 434, 5TH FLOOR

C1036AAH BUENOS AIRES

ARGENTINA

Ladies and Gentlemen:

We have acted as special Argentine counsel to Grupo Supervielle S.A. (the “Company”) in connection with (i) the preparation and filing by the Company with the Securities and Exchange Commission (the “SEC”), under the Securities Act of 1933, as amended, of a Registration Statement on Form F-1 (File No. 333-208880) (as amended to the date hereof, the “Registration Statement”) declared effective by the SEC on May 18, 2016 for the offering by the Company of new Class B shares of the Company (the “New Class B Shares”) and by Julio Patricio Supervielle and Pilar Isabel Estella Supervielle (the “Selling Shareholders”) of existing Class B Shares (the “Existing Class B Shares” and together with the New Class B Shares, the “Class B Shares”) and (ii) a registration statement on Form F-1 filed with the SEC on May 18, 2016 (the “462(b) Registration Statement”) relating to the registration of an additional 26,833,420 New Class B Shares being offered by the Company. Class B Shares will be (i) deposited by the Company pursuant to a Deposit Agreement among the Company, The Bank of New York Mellon, as depositary (the “Depositary”) and holders from time to time of the American Depositary Receipts (the “ADRs”) issued by the Depositary and evidencing American depositary shares (“ADSs”) representing the Class B Shares, and (ii) delivered in the form of ADSs.  Each ADS represents 5 Class B Shares. Terms not defined herein shall have the meaning ascribed to them in the Registration Statement.

In such capacity, we have examined the 462(b) Registration Statement, the Registration Statement, the by-laws of the Company, as amended, the extraordinary shareholders’ meeting minute dated on October 7, 2015 pursuant to which the shareholders of the Company have approved, among others, the capital increase of the Company which allows the issuance of the New Class B Shares (the “Resolution”) and such other documents, as we have considered necessary for the purpose of giving this opinion.

In giving this opinion, we have made the following assumptions:

(a)the authenticity of all documents submitted to us as originals and certified copies;

(b)the conformity to original documents of all documents submitted to us as copies;

(c)the authenticity of the originals of such copies;

(d)that signatures, stamps and seals on all documents examined by us (whether original documents or copies of such documents) are genuine;

(e)that all documents relevant for the purpose of giving the opinions set forth herein have been validly authorized, executed and delivered by all parties thereto;

(f)that no amendment have been or will be made to the Resolution and such Resolution remain true, complete, accurate and in full force and effect;

(g)that no agreement, document or obligation to or by which the Company (or it assets) is a party or bound and no injunction or other court order against or affecting the Company would be breach of infringed by the matters contemplated by the performance of the actions to be carried out pursuant to the Resolution;

(h)that all consents, licenses, approvals, authorizations, notices, waivers, filings and registrations that are necessary under any applicable law or regulation in order to permit the performance of the actions to be carried out pursuant to the Resolution have been or will be duly made or obtained and are, or will be, in full force and effect;

(i)that the aggregate number of New Class B Shares to be issued will not exceed 192,000,000 and that all New Class B Shares will be issued and allotted pursuant to the terms of the Registration Statement;

(j)the truth and accuracy of the representations and all matters of fact set forth in all relevant documents furnished to us by the Company, its subsidiaries and their officers and directors (but not any legal conclusion to the extent we express an opinion with respect thereto);

(k)that there are no facts or circumstances or matters or documents which may be material to the opinion set out herein which, notwithstanding our reasonable inquiry, have not been disclosed to us;

(l)that no petition has been presented to, or order made by, a court or other governmental authority for the winding-up, composition proceedings, liquidation, dissolution or bankruptcy of the Company or any of its subsidiaries; and

We express no opinion as to any laws other than the laws of Argentina as in effect at the date of this opinion letter and we have assumed that there is nothing in any other law that affects our opinion. In particular, we have made no independent investigation of the laws of the State of New York or of any other jurisdiction, as a basis for the opinions stated herein and do not express or imply any opinion on such laws.

Based upon and subject to the above, we are of the opinion that:

(i)the Company is duly incorporated and validly existing under the laws of Argentina; and

(ii)the Company has an authorized and outstanding capitalization as set forth in the Registration Statement and all of the New Class B Shares underlying the ADSs are duly authorized and when the New Class B Shares underlying the ADSs have been issued and fully paid for in accordance with the terms of the underwriting agreement referred to in the prospectus which is a part of the Registration Statement and at the price approved by or on behalf of the Board of Directors of the Company, the New Class B Shares when sold will be validly and legally issued, fully paid and non-assessable.

(iii)The Existing Shares are validly issued, fully paid and non-assessable.

This opinion is limited to the matters expressly stated herein and does not extend to, and is not to be read as extended by implication to, any other matter.

We hereby consent to the filing of this opinion with the SEC as Exhibit 5.1 to the 462(b) Registration Statement and to the reference to us under the captions “Validity of the Securities” and “Enforcement of Judgments Against Foreign Persons” in the Final Prospectus constituting a part of the Registration Statement. In giving such consent we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.

Very truly yours,

/s/ Carolina Curzi

Carolina Curzi

Errecondo, González & Funes

Abogados

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form F-1 of Grupo Supervielle S.A. of our report dated April 15, 2016 relating to the financial statements of Grupo Supervielle S.A., which appears in such Registration Statement.  We also consent to the reference to us under the headings “Experts” and “Selected Consolidated Financial and Other Information” in such Registration Statement.

Buenos Aires, Argentina

May 18, 2016

Price Waterhouse & Co. S.R.L.

/s/ MARCELO TRAMA

Marcelo Trama

Partner