Pan American Energy, SL, Argentina Branch Announces Expiration and Results of Offer to Exchange All or a Portion of Its Outstanding 2023 5.000% Senior Bonds for 7.250 Senior Bonds % newly issued and maturing in 2025 (the “new bonds”)
Buenos Aires, Argentina, July 18, 2022 /PRNewswire/ — Pan American Energy, SL, Argentina Branch (the “Issuer”), a branch of Pan American Energy, SL, a Spanish limited liability company (“Pan American” and, together with the Issuer, “we “, “we” or “our”), today announced the expiry of its exchange offer (the “Exchange Offer”) of all of its outstanding 5.000% senior notes maturing in 2023 (the “Existing Notes”) (CUSIP: E7S78B AA0 (Reg S) / 69784D AA6 (Reg D); ISIN: USE7S78BAA00 (Reg S) / US69784DAA63 (Reg D)) for the New Notes, on the terms and subject to the terms set forth in the Exchange Offer Circular (the “Exchange Offer Memorandum”), dated June 29, 2022and the associated Letter of Eligibility (as defined in the Exchange Offer Memorandum) (together, the “Exchange Offer Documents”), which were previously announced on June 29, 2022. Pan American will provide a full and unconditional security in the form of an acknowledgment of indebtedness (the “Security”) in respect of the New Notes. Capitalized terms not defined herein shall have the meaning ascribed to them in the Exchange Offer Documents.
Morrow Sodali International LLC, acting as Information and Exchange Agent (the “Information and Exchange Agent”) for the exchange offer, has advised us that effective 5:00 p.m. (New York City It’s time July 15, 2022 (expiration date”), $105,152,000 the total principal amount of the Existing Bonds had been validly offered for exchange, representing 87.63% of the principal amount of the Existing Bonds outstanding. The Issuer expects to complete the Exchange Offer on or around July 21, 2022. Accrued Interest on Existing Securities validly tendered and accepted for exchange will be paid through The Depository Trust Company and delivery of New Securities issued in exchange for Existing Securities validly tendered and accepted for exchange will be made through Euroclear Bank SA/NV and Clearstream Banking, SA
The New Obligations and the Guarantee have not been and will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”), or any state securities law. The New Notes are offered for exchange only outside United States to persons other than “US persons” (as defined in Rule 902 of the Securities Act) and who are not acquiring New Notes for the account or for the benefit of a US person, in connection with offshore transactions in accordance to Regulation S of the Securities Act.
The New Bonds will constitute non-convertible negotiable bonds (negotiable bonds) under Argentine Marketable Bond Law No. 23,576, as amended and supplemented (the “Marketable Bond Law”), shall be entitled to the benefits set forth therein and subject to the procedural requirements established therein , and shall be issued and placed pursuant to such Law, Law No. 26,831, as amended and supplemented, including Law No. 27,440, as amended and supplemented, General Resolution No. 622/2013 issued by the National Commission of Valores (the “CNV”), as amended and supplemented (the “CNV Rules”), and all other applicable Argentine laws and regulations.
The Transmitter is registered as a frequent transmitter (frequent sender) with the CNV, under register no. 12, authorized by decision no. DI-2020-34-APN-GE of the CNV dated July 3, 2020DI-2020-42-APN-GE#CNV of the CNV of September 4, 2020DI-2021-9-APN-GE#CNV of the CNV of March 29, 2021 and DI-2022-14-APN-GE#CNV of the CNV of May 5, 2022. The Issuer has registered with the CNV a US$3,000,000,000 (or the equivalent amount in other currencies or units of value) Argentinian Frequent Issuer Prospectus dated May 62022.
The public offering of the New Bonds in Argentina is included in the authorization granted by the CNV to the Issuer to issue bonds under the CNV frequent issuer regime provided for in the CNV General Resolution No. 746/2018 and the CNV Rules, in accordance with Section VIII, Chapter V, Title II of the CNV Rules. The authorization of the CNV only means that the information requirements of the CNV have been met. Neither the Exchange Offer Memorandum nor the Argentine Exchange Prospectus Supplement (supplement of prospecto and canje) have been previously reviewed or approved by the CNV. The Issuer will file the final documentation relating to the New Notes with the CNV within five Argentine business days of the Expiry Date, in accordance with Article 74, Section VIII, Title II, Chapter V of the CNV Rules.
This press release is qualified in its entirety by the Exchange Offer Documents. This press release is for informational purposes only and does not constitute an offer or an invitation to participate in the Exchange Offer. Neither the delivery of this announcement, nor the Exchange Offer Documents, nor any tender or exchange pursuant to the Exchange Offer shall in any way imply that the information contained in this announcement or the Documents of Exchange Offer is correct at all times after the date hereof or hereof, as the case may be, or that there has been no change in the information contained herein or in it or in the affairs of the Issuer since the date hereof, as the case may be.
Itau BBA UNITED STATES Securities, Inc. and Banco Santander, SA are acting as dealer managers (the “Dealer Managers”) for the exchange offering outside Argentina. Banco Itaú Argentina SA and Banco Santander Argentina SA are acting as dealer managers (the “Argentine Dealer Managers”) for the Exchange Offer in Argentina.
None of the Issuer, Pan American, the Dealer Managers, the Argentinian Dealer Managers, the trustee for Existing Securities, the trustee for New Securities or the Information and Exchange Agent makes any recommendation as to whether or not Eligible Holders of Existing Securities should participate in the Exchange Offer.
For further information on the terms of the Exchange Offer, please contact the Dealer Managers at their addresses and telephone numbers listed below. Matters relating to the terms of the Exchange Offer by Eligible Holders in Argentina should be addressed to the managers of the Argentine concessionaires. Questions regarding bidding procedures and requests for additional copies of the Exchange Offer Memorandum should be directed to the Exchange Information Officer at his email address and telephone numbers. phone listed below or by accessing the Letter of Eligibility website (https://projects.morrowsodali.com/PanamericanenergyEligibility).
Itau BBA USA Securities, Inc.
New York, New York 10022
the United States of America
Telephone (US toll-free): +1 (888) 770-4828
Phone (US): +1 (212) 710-6749
Santander Bank, SA
Avenida de Cantabria s/n
Edificio Encinar, planta baja
28660 Boadilla del Monte
Email: [email protected] /
Tel: +44 (0) 7418 709 688 / +44 (0) 7708 315 191
Caution: Liability management
INFORMATION AND EXCHANGE AGENT
E-mail: [email protected]
About Pan American
Pan American is a leading integrated energy company with upstream and downstream operations in Argentinaas well as upstream operations in Bolivia and Mexico. We are principally engaged in the exploration, development and production of crude oil and natural gas, the refining of crude oil and the distribution and marketing of refined products. We are also engaged in oil and gas services and power generation, including renewable energy projects in Argentina and Brazil.
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 our expectations regarding the performance of our business, our financial results, our liquidity and capital resources, contingencies and other non-historical statements. You can identify these forward-looking statements by using words such as “believes”, “expects”, “potential”, “continues”, “may”, “will”, “should”, “seek”, “approximately, “”predicts”, “intends”, “plans”, “estimates”, “anticipates” or the negative version of these words or other comparable words. These 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 included in this press release and in the exchange offer documents.Neither the issuer nor Pan American undertakes 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.
Contact: Pan American Energy, SL, Argentine subsidiary.
A V. Leandro N. Alem 1180 (C1001AAT
Buenos Aires, Argentina
Contact: Michael Truscelli
Telephone: +1 203 609 4910
Email: [email protected]
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SOURCE Pan American Energy, SL, Argentine branch