BUENOS AIRES, Argentina, Dec. 10, 2024 — MSU Energy S.A., a corporation (sociedad anónima) incorporated under the laws of the Republic of Argentina (“MSU Energy“), today announced the results as of the Expiration Date (as defined below) of its previously announced offer to exchange (the “Exchange Offer“) up to US$218,973,000 in aggregate principal amount of its U.S.$600,000,000 aggregate principal amount outstanding 6.875% Senior Notes due 2025 (CUSIPs: 76706AAA2 (144A) / P8S12UAA3 (Reg S); ISINs: US76706AAA25 (144A) / USP8S12UAA35 (Reg S)) (the “Existing Notes“) for 9.750% Senior Secured Notes due 2030 (the “New Notes“), as more fully described in the exchange offer memorandum dated November 8, 2024, as amended (the “Exchange Offer Memorandum” and, together with the Eligibility Letter, the “Exchange Offer Documents“). Capitalized terms not defined herein shall have the meanings ascribed to them in the Exchange Offer Memorandum.
Expiration Date Results
The Expiration Date with respect to the Exchange Offer occurred at 5:00 p.m., New York City time, on December 10, 2024 (such time and date, the “Expiration Date“). According to information provided by Morrow Sodali International LLC, trading as Sodali & Co, the information and exchange agent for the Exchange Offer (the “Information and Exchange Agent“), US$243,303,000 aggregate principal amount of the Existing Notes were validly tendered and were not validly withdrawn prior to or at the Expiration Date, which represents 40.55% of the outstanding aggregate principal amount of the Existing Notes. This amount is higher than the Offer Cap. As a result, the Exchange Offer is fully subscribed and the Existing Notes tendered (and not validly withdrawn) in the Exchange Offer will be subject to proration. As of the Expiration Date, the Minimum Exchange Condition has been satisfied.
MSU Energy expects, on December 12, 2024, which is the 2nd business day after the Expiration Date (as may be extended by MSU Energy in its sole discretion, the “Settlement Date”), to issue and deliver U.S.$223,352,460 aggregate principal amount of New Notes in exchange for U.S.$218,973,000 aggregate principal amount of Existing Notes validly tendered (and not validly withdrawn) and accepted for exchange, in the manner described in the Exchange Offer Memorandum.
Concurrent Offering
On December 5, 2024, MSU Energy consummated the Concurrent Offering of U.S.$176,647,540 aggregate principal amount of New Notes, for a total outstanding aggregate principal amount of New Notes of U.S.$400,000,000 upon the settlement of the Exchange Offer. Upon the settlement of the Exchange Offer, the Financing Condition for the Exchange Offer shall be deemed to be satisfied.
General Information
The New Notes are being offered for exchange only (1) to holders of Existing Notes that are “qualified institutional buyers” as defined in Rule 144A under U.S. Securities Act, as amended (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 holders of Existing Notes other than “U.S. persons” (as defined in Rule 902 under the Securities Act, “U.S. Persons“) and who are not acquiring 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 submitted a duly completed and returned electronic Eligibility Letter certifying that they are within one of the categories described in the immediately preceding sentence are authorized to receive and review the Exchange Offer Memorandum and to participate in the Exchange Offer (such holders, “Eligible Holders“).
This press release is qualified in its entirety by the Exchange Offer Documents.
Neither the delivery of this announcement, the Exchange Offer Documents nor any purchase pursuant to the Exchange Offer shall under any circumstances create any implication that the information contained in this announcement or the Exchange Offer 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 MSU Energy’s affairs since the date hereof or thereof.
This press release is for informational purposes only and does not constitute an offer or an invitation to participate in the Exchange Offer. The Exchange Offer is being made pursuant to the Exchange Offer Documents (and, to the extent applicable, the local offering documents in Argentina), copies of which have been delivered to holders of the Existing Notes, and which set forth the complete terms and conditions of the Exchange Offer. The Exchange Offer is not being made to, nor will MSU Energy accept exchanges of Existing Notes from holders in any jurisdiction in which it is unlawful to make such an offer.
Citigroup Global Markets Inc., Itau BBA USA Securities, Inc., J.P. Morgan Securities LLC and Santander US Capital Markets LLC are acting as dealer managers (the “Dealer Managers“) for the Exchange Offer.
For further information about the Exchange Offer, please log into the website https://projects.sodali.com/MSU. Alternatively, please contact the Information and Exchange Agent by email at [email protected]. Requests for documentation should be directed to the Information and Exchange Agent.
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 MSU Energy’s expectations regarding the performance of its 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 “believe,” “will,” “may,” “would,” “estimate,” “continues,” “anticipate,” “intend,” “should,” “plan,” “expect,” “seek,” “predict,” “potential” and similar words or phrases, or the negative of these terms or other similar expressions, are intended to identify estimates and forward-looking statements. Some of these statements include statements regarding our current intent, belief or expectations. While we consider these expectations and assumptions to be reasonable, forward-looking statements are subject to various risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. Forward-looking statements are not guarantees of future performance. Actual results may be substantially different from the expectations described in the forward-looking statements. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results.
SOURCE MSU Energy
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