BUENOS AIRES, Argentina, Nov. 26, 2021 /PRNewswire/ -- Generación Mediterránea S.A. ("GEMSA") and Central Térmica Roca S.A. ("CTR" and, together with GEMSA, the "Companies") today announced the expiration of the previously announced offer to exchange (the "Exchange Offer") any and all of their outstanding Existing Notes and Existing Loans (as more fully 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 of the holders of the Existing Notes (the "Consent Solicitation" and, together with the Exchange Offer, the "Offer and Solicitation") to amend certain provisions of the indenture pursuant to which the Existing Notes were issued, upon the terms and subject to the conditions set forth in the Exchange Offer and Consent Solicitation Memorandum, dated October 22, 2021, as supplemented and amended by Supplement No. 1, dated October 28, 2021, Supplement No. 2, dated November 1, 2021, the Companies' press release dated November 5, 2021, and Supplement No. 3, dated November 8, 2021 (the "Exchange Offer and Consent Solicitation Memorandum") and the related Eligibility Letter, Transfer Certificate, Letter of Acceptance, and Waiver and Acknowledgment (together, the "Offer and Solicitation Documents"). Capitalized terms not defined herein shall have the meaning ascribed to them in the Offer and Solicitation Documents.
D.F. King & Co, Inc., acting as information and exchange agent for the Offer and Solicitation, advised the Companies that, as of 5:00 p.m. (New York City time) on November 26, 2021 (the "Expiration Date"), (i) US$268,803,000 of the U.S.$336,000,000 aggregate principal amount of the Existing Notes have been validly tendered for exchange, representing 80% of the principal amount of the outstanding Existing Notes, and (ii) U.S.$51,217,055 of the U.S.$51,217,055 aggregate principal amount of the Existing Loans have been validly tendered for exchange, representing 100% of the principal amount of the outstanding Existing Loans. The Companies further announce that they obtained the Required Consents and, therefore, subject to the Holders' Meeting, the Existing Notes Indenture is expected to be amended pursuant to the Indenture Amendment, which will, among other things, eliminate substantially all of the restrictive covenants and events of default and related provisions under the Existing Notes Indenture. The Companies expect to consummate the Offer and Solicitation on or about December 1, 2021 (the "Settlement Date").
If and when issued, the New Notes will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or any state securities laws. Therefore, the New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.
If and when issued, the New Notes will be issued under the Companies' US$700,000,000 program (the "Program") for the issuance of non-convertible notes and pursuant to the terms and conditions approved by the Companies' boards of directors on October 22, 2021. The Companies' Program was approved by their shareholders on August 8, 2017, February 4, 2019 and August 5, 2020, and authorized by the CNV by Resolution No. RESFC-2017-18947-APN-DIR#CNV, dated as of September 26, 2017, Resolution No. RESFC-2019-20111-APN-DIR#CNV, dated as of March 8, 2019, and Resolution No. DI-2020-43-APNGE# CNV, dated as of September 10, 2020 (which terms and conditions are detailed in the prospectus dated as of October 6, 2021, as amended from time to time, the "Argentine Prospectus"). The CNV authorization of the Argentine Prospectus means solely that the information contained in the Argentine Prospectus relating to the public offering of the New Notes complies with the information requirements of the CNV. In Argentina, the New Notes will be offered under the pricing supplement, dated as of October 22, 2021 (as amended or supplemented, the "Argentine Pricing Supplement" and, together with the Argentine Prospectus, the "Argentine Offering Documents"), which is not subject to prior approval by the CNV. The CNV has not rendered, and will not render, any opinion with respect to the accuracy of the information contained in the Argentine Offering Documents.
The New Notes were offered for exchange only (1) to "qualified institutional buyers" ("QIBs") as defined in Rule 144A under the Securities Act, in a private transaction in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof, and (2) outside the United States, to persons other than "U.S. persons" (as defined in Rule 902 under the Securities Act) and who did not acquire New Notes for the account or benefit of a U.S. person, in offshore transactions in compliance with Regulation S under the Securities Act. Only holders who have returned a duly completed Eligibility Letter certifying that they are within one of the categories described herein are authorized to receive and review the Exchange Offer and Consent Solicitation Memorandum and to participate in the Offer and Solicitation (such holders, "Eligible Holders").
None of the Companies, the Dealer Managers and Solicitation Agents, the Argentine Placement Agents, the Existing Notes Trustee, the Representative of the Existing Notes Trustee in Argentina, the Existing Loans Administrative Agent, or the Information and Exchange Agent makes any recommendation as to whether or not Eligible Holders of Existing Instruments should exchange their Existing Instruments in the Exchange Offer and deliver Consents in the Consent Solicitation.
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 Offering Documents nor any purchase pursuant to the Offer and Solicitation shall under any circumstances create any implication that the information contained in this announcement, the Offer and Solicitation Documents or the Argentine Offering Documents is correct as of any time subsequent to the date hereof or thereof or that there has been no change in the information set forth herein or therein or in the Companies' affairs since the date hereof or thereof.
D.F. 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., J.P. Morgan Securities LLC and UBS Securities LLC are acting as dealer managers and solicitation agents (the "Dealer Managers and Solicitation Agents") for the Notes Exchange Offer and the Consent Solicitation.
For further information about the Offer and Solicitation, please contact the Information and Exchange Agent at 48 Wall Street, 2nd Floor, New York, New York 10005, by telephone at +1 (212) 269-5550 or +1 (800) 967-7510 (toll free) or by email at email@example.com. Requests for additional copies of the Exchange Offer and Consent Solicitation Memorandum should also be directed to the Information and Exchange Agent.
About the Companies
GEMSA and CTR are one of the leading electricity generation groups in Argentina, based on megawatts ("MWs") of installed generation capacity. The Companies operate nine thermoelectric power plants located in various provinces of Argentina, eight of which they own. These power plants have an aggregate installed generation capacity of 1,350 MW. All the power plants they operate are dual-fuel (using either natural gas, diesel oil or fuel oil) and are fully operational.
Forward Looking Statements
This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, statements related to the Companies' expectations regarding the performance of their business, financial results, liquidity and capital resources, contingencies and other non-historical statements. You can identify these forward-looking statements by the use of words such as "believes," "expects," "potential," "continues," "may," "will," "should," "seeks," "approximately," "predicts," "intends," "plans," "estimates," "anticipates" or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks, uncertainties and assumptions. These statements should not be construed as 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 Documents. The Companies undertake no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.
Generación Mediterránea S.A.
Central Térmica Roca S.A.
Av. Leandro N. Alem 855, piso 14
(C1001AAD) Ciudad Autónoma de Buenos Aires
+54 11 4313-6790
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SOURCE Generación Mediterránea S.A.