Generación Mediterránea SA and Central Térmica Roca SA announce the expiration and final results of the offer and solicitation relating to all of their outstanding 9.625% senior bonds due 2023 and certain existing loans
Buenos Aires, Argentina, November 26, 2021 / PRNewswire / – Generación Mediterránea SA (“GEMSA”) and Central Térmica Roca SA (“CTR” and, together with GEMSA, the “Companies”) today announced the expiration of the previously announced exchange offer ( the “Exchange Offer”) all or part of their existing Notes and existing loans (as further described in the Exchange Offer and Consent Solicitation Memorandum (as defined below)), for their newly issued 9.625% senior notes due 2027 (the “new notes”) and their solicitation of consents from holders of the Existing Bonds (the “Solicitation of Consents” and, together with the Exchange Offer, the “Offer and Solicitation”) to modify certain provisions of the deed under which the Existing Bonds were issued, on the terms and subject to the conditions set out in the exchange offer and the consent solicitation memorandum , dated 22 October 2021, as completed and modified by Supplement n ° 1, dated 28 October 2021, Supplement n ° 2, dated November 1, 2021, the companies press release dated November 5, 2021, and Supplement n ° 3, dated November 8, 2021 (the “Exchange Offer and Consent Solicitation Memorandum”) and the Letter of Eligibility, Transfer Certificate, Letter of Acceptance, and related Release and Acknowledgment (together, the “ offer and solicitation documents ”). Capitalized terms not defined herein will have the meaning assigned to them in the Offer and Solicitation Documents.
DF King & Co, Inc., acting as information and exchange agent for the Offer and Solicitation, has informed the Companies that as of 5:00 p.m. (New York City It’s time November 26, 2021 (the “Expiration Date”), (i) 268,803,000 USD the United States$ 336,000,000 the total principal amount of the Existing Notes has been validly tendered to the exchange, representing 80% of the principal amount of the Existing Notes in circulation, and (ii) the United States$ 51,217,055 the United States$ 51,217,055 the total principal amount of existing loans has been validly offered for exchange, representing 100% of the principal amount of existing loans outstanding. The Companies further announce that they have obtained the required consents and, therefore, subject to the meeting of holders, the Indenture relating to the Existing Notes should be amended in accordance with the amendment to the Indenture, which will eliminate, among other things, substantially all of the covenants and events of default and related provisions under the Existing Note Indenture. The Companies plan to complete the Offer and the Solicitation on or about 1st December, 2021 (the “Settlement Date”).
If and when issued, the New Bonds will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”) or any state securities law. Consequently, the New Bonds cannot be offered or sold in United States the lack of registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities law.
If and when issued, the new tickets will be issued under the 700,000,000 USD program (the “Program”) for the issuance of non-convertible notes and in accordance with the terms approved by the boards of directors of the companies on 22 October 2021. The corporate program was approved by their shareholders on Aug 8, 2017, February 4, 2019 and Aug 5, 2020, and authorized by the CNV by Resolution n ° RESFC-2017-18947-APN-DIR # CNV, dated September 26, 2017, Resolution n ° RESFC-2019-20111-APN-DIR # CNV, dated March 8, 2019, and Resolution n ° DI-2020-43-APNGE # CNV, dated September 10, 2020 (the terms of which are detailed in the prospectus dated October 6, 2021, as amended from time to time, the “Argentine Prospectus”). The CNV authorization of the Argentinian Prospectus only means that the information contained in the Argentinian Prospectus concerning the public offering of the New Notes complies with the information requirements of the CNV. In Argentina, the New Tickets will be offered under the pricing supplement dated 22 October 2021 (as amended or supplemented, the “Argentinian Pricing Supplement” and, together with the Argentinian Prospectus, the “Argentinian Offering Documents”), which is not subject to the prior approval of the NVC. CNV has not and will not render an opinion as to the accuracy of the information contained in the Argentine offering documents.
The New Notes have been offered for exchange only (1) to “Qualified Institutional Purchasers” (“QIB”) as defined in Rule 144A of the Securities Act, as part of a private transaction based on the exemption. of the registration requirements of the Securities Act provided that by section 4 (a) (2) thereof, and (2) outside United States, to persons other than “US Persons” (as defined in Rule 902 of the Securities Act) and who have not acquired New Bonds for the account or for the benefit of a US Person, in the context of transactions offshore in accordance with Regulation S of the Securities Act. Only holders who have returned a duly completed letter of eligibility certifying that they fall into one of the categories described herein are authorized to receive and review the Exchange Offer and the Consent Solicitation Protocol and to participate in the offer and the solicitation (these holders, “eligible holders”).
None of the Companies, the Dealer Managers and Solicitation Agents, the Argentinian Placement Agents, the Existing Trustee of Notes, the Representative of the Existing Trustee of Notes in Argentina, the Administrative Agent for Existing Loans or the Information and Exchange Agent makes any recommendation as to whether or not the Eligible Holders of Existing Instruments should exchange their Existing Instruments in the Exchange Offer and provide Consents in Solicitation of Consents.
This press release is qualified in its entirety by the Offer and Solicitation Documents. Neither the delivery of this announcement, the offer and solicitation documents, the Argentine offer documents nor any purchase under the offer and solicitation should in any way imply that the information contained in this announcement, the Offer and Solicitation Documents or the Argentine Offer The Documents are correct at all times after the date hereof or there is no change in the information set forth herein or in these or in the affairs of the companies since the date hereof.
DF King & Co., Inc. is acting as the Information and Exchange Agent (the “Information and Exchange Agent”) for the Offer and Solicitation. Citigroup Global Markets Inc., JP Morgan Securities LLC and UBS Securities LLC act as dealer managers and solicitation agents (the “Dealer Managers and Solicitation Agents”) for the Note Exchange Offer and Solicitation. consent.
For more information on the Offer and Solicitation, please contact the Information and Exchange Agent at 48 Wall Street, 2sd Ground, New York, New York 10005, by phone at +1 (212) 269-5550 or +1 (800) 967-7510 (free call) or by email at [email protected]. Requests for additional copies of the Exchange Offer and Consent Solicitation Memorandum should also be directed to the Information Exchange Officer.
GEMSA and CTR are one of the main power generation groups in Argentina, based on megawatts (“MW”) of installed generation capacity. The Companies operate nine thermoelectric power plants located in various provinces of Argentina, of which they own eight. These plants have a total installed generation capacity of 1,350 MW. All the power plants they operate are dual fuel (using either natural gas, diesel or fuel oil) and are fully operational.
This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the US Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, statements relating to the companies’ expectations regarding business performance, financial results, liquidity and capital resources, contingencies and other non-historical statements. You can identify these forward-looking statements by using words such as “believes”, “expects”, “possible”, “continue”, “could”, “will”, “should”, “research”, “about, “” predicts “,” intends “,” plans “,” estimates “,” anticipates “or the negative version of these or other comparable words. These forward-looking statements are subject to various risks, uncertainties and These statements should not be construed as being exhaustive and should be read in conjunction with the other cautionary statements that are included in this press release and in the offer and solicitation materials. The companies do not undertake to publicly update or review forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.
Generación Mediterránea SA
Central Térmica Roca SA
A V. Leandro N. Alem 855, piso 14
(C1001AAD) Ciudad Autónoma de Buenos Aires
+54 11 4313-6790
SOURCE Generación Mediterránea SA