BUENOS AIRES, Argentina, Nov. 5, 2021 /PRNewswire/ — Generación Mediterránea S.A. (“GEMSA”) and Central Térmica Roca S.A. (“CTR” and, together with GEMSA, the “Companies”), today announced initial results 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 by Supplement No. 1, dated October 28, 2021 and Supplement No. 2, dated November 1, 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 4, 2021, (i) U.S.$267,133,000 of the U.S.$336,000,000 aggregate principal amount of the Existing Notes have been validly tendered for exchange, representing 79.50% 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 also announces the extension of the Early Participation Date, the Withdrawal and Revocation of Consents Date, and the Expiration Date. The new Early Participation Date and Withdrawal and Revocation of Consents Date for the Offer and Solicitation will be at 5:00 p.m. (New York City time) on November 10, 2021, unless further extended, and the new Expiration Date will be at 5:00 p.m. (New York City time) on November 26, 2021, unless further extended. Except as stated herein, all terms and conditions of the Offer and Solicitation as stated in the Offer and Solicitation Documents remain the same.
As of the previously announced Early Participation Date, the Companies have met the necessary thresholds of 75% minimum aggregate participation of the Existing Notes and 100% participation of the outstanding aggregate principal amount of Existing Loans being validly tendered in order to consummate the Offer, subject to withdrawal rights, as set forth in the Exchange Offer and Consent Solicitation Memorandum. The Companies expect to issue and deliver the applicable principal amount of New Notes, in exchange for any Existing Instruments tendered and accepted for exchange, in the amount and manner described in the Exchange Offer and Consent Solicitation Memorandum on December 1, 2021, which is the third business day after the Expiration Date. Upon consummation of the Offer, the Companies expect to execute the Supplemental Indenture in connection with the Proposed Amendments which will, among other things, eliminate substantially all of the restrictive covenants and events of default and related provisions under the existing Indenture of the Existing Notes.
If and when issued, the New Notes will not be registered under the U.S. Securities Act of 1933 (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.
The New Notes are being 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 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 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”).
Holders who desire to obtain and complete an Eligibility Letter should either visit the website set up for this purpose at www.dfking.com/albanesi or contact the Information and Exchange Agent at (212) 269-5550 or (800) 967-7510 (Toll Free).
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.
Neither the delivery of this announcement, the Offer and Solicitation Documents nor any purchase pursuant to the Offer and Solicitation shall under any circumstances create any implication that the information contained in this announcement or the Offer and Solicitation 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.
This press release is qualified in its entirety by the Offer and Solicitation Documents. This press release is for informational purposes only and does not constitute an offer or an invitation to participate in the Offer and Solicitation. The Offer and Solicitation is being made pursuant to the Offer and Solicitation Documents, copies of which will be delivered to holders of the Existing Instruments, and which set forth the complete terms and conditions of the Offer and Solicitation. Eligible Holders are urged to read the Offer and Solicitation Documents carefully before making any decision with respect to their Existing Instruments. The Offer and Solicitation is not being made to, nor will the Companies accept exchanges of Existing Instruments from holders in any jurisdiction in which it is unlawful to make such an offer.
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 protected]. 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
SOURCE Generación Mediterránea S.A.