BUENOS AIRES, Argentina, Oct. 14, 2021 /PRNewswire/ —
Compañía General de Combustibles S.A.
Offer to Exchange up to U.S.$40,000,000 principal amount of its Outstanding 9.500% Notes due 2021 for
9.500% Senior Amortizing Notes due 2025
(CUSIP Nos. 20448Q AA8 and P3063D AA0; ISIN Nos. US20448QAA85 and USP3063DAA02)
Compañía General de Combustibles S.A. (the “Company“) has extended the expiration date for its offer to exchange (the “Exchange Offer“) up to U.S.$40,000,000 principal amount (the “Maximum Tender Amount“) of its outstanding 9.500% Notes due 2021 (the “2021 Notes“) for its 9.500% Senior Amortizing Notes due 2025 (the “2025 Notes“) to 11:59 p.m. New York City time on October 28, 2021 (the “Extended Expiration Date“). The Exchange Offer is being made pursuant to the terms and subject to the conditions set forth in the Company’s exchange offer memorandum (the “Exchange Offer Memorandum“), dated September 16, 2021, the related Eligibility Letter and, where applicable, the related Letter of Transmittal. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Exchange Offer Memorandum.
The Exchange Offer was previously scheduled to expire at 11:59 p.m., New York City time on October 14, 2021 (the “Original Expiration Date“).
Except as stated above, all terms and conditions of the Exchange Offer as stated in the Exchange Offer Memorandum remain the same. 2021 Notes tendered after the Original Expiration Date and prior to the Extended Expiration Date may not be withdrawn.
Subject to the Maximum Tender Amount and proration as further described in the Exchange Offer Memorandum, Eligible Holders who validly tender 2021 Notes prior to the Extended Expiration Date and whose 2021 Notes are accepted for exchange by the Company will be eligible to receive, for each U.S.$1,000 principal amount of 2021 Notes validly tendered, $1,000 principal amount of 2025 Notes. Consideration paid in respect of tenders of the 2021 Notes is collectively referred to as the “Exchange Consideration.”
In addition to the applicable Exchange Consideration, Eligible Holders whose 2021 Notes are accepted for exchange in the Exchange Offer will also receive accrued and unpaid interest in respect of such exchanged 2021 Notes from the last interest payment date for the 2021 Notes (which was May 7, 2021) to, but not including, September 8, 2021, to be paid in cash (subject to any tax withholdings applicable to Argentine Entity Offerees or to Non-Cooperating Jurisdictions Offerees) on the settlement date, which is expected to take place three business days after the Extended Expiration Date, on or about November 2, 2021. The 2025 Notes will have an interest rate that is identical to the interest rate of the tendered 2021 Notes and interest on 2025 Notes issued in exchange for tendered 2021 Notes will accrue from and including September 8, 2021.
As of October 14, 2021, 5:00 p.m. New York City time, holders of approximately U.S.$8 million principal amount of the 2021 Notes, representing approximately 8.6% of the outstanding principal amount thereof, had validly tendered their 2021 Notes.
The purpose of the Exchange Offer is to provide Eligible Holders with the opportunity to remain invested in the Company’s notes by exchanging 2021 Notes for 2025 Notes and in turn increase the liquidity of the 2025 Notes. The 2021 Notes mature on November 7, 2021 at which time the Company fully expects to use cash on hand to repay any outstanding 2021 Notes not tendered in the Exchange Offer and anticipates that it will have access to the Argentine Foreign Exchange Market for such repayment in accordance with applicable regulations of the Argentine Central Bank.
If and when issued, the 2025 Notes will not be registered under the Securities Act or any state securities laws. Therefore, the 2025 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.
Global Bondholder Services Corporation is acting as the Exchange and Information Agent for the Exchange Offer. Questions or requests for assistance related to the Exchange Offer or for additional copies of the Exchange Offer Documents may be directed to Global Bondholder Services Corporation at (866) 470-3800 (toll free) or (212) 430-3774 (collect). You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer. The Exchange Offer Documents are available for Eligible Holders at the following web address: https://gbsc-usa.com/eligibility/cgc.
Eligible Holders are advised to check with any bank, securities broker or other intermediary through which they hold 2021 Notes as to when such intermediary would need to receive instructions from an Eligible Holder in order for that Eligible Holder to be able to participate in, or withdraw their instruction to participate in, the Exchange Offer before the deadlines specified in the Exchange Offer Documents. The deadlines set by any such intermediary for the submission of instructions will be earlier than the relevant deadlines specified above.
This announcement is not an offer of securities for sale in the United States, and none of the 2025 Notes has been or will be registered under the Securities Act or any state securities law (other than Argentina, in which the public offering of the 2025 Notes was authorized by the Comisión Nacional de Valores (“CNV“) in accordance with the Argentine Capital Markets Law No. 26,831 (as amended) and the regulation of the CNV. They may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. This press release does not constitute an offer of the 2025 Notes for sale, or the solicitation of an offer to buy any securities, in any state or other jurisdiction in which any offer, solicitation or sale would be unlawful.
None of the Company, the Exchange and Information Agent or their respective directors, employees and affiliates makes any recommendation whatsoever regarding the Exchange Offer or any recommendation as to whether Eligible Holders should tender or refrain from tendering their 2021 Notes for exchange pursuant to the Exchange Offer. Accordingly, any person considering participating in the Exchange Offer or making an investment decision relating to the 2025 Notes must inform itself independently based solely on the Exchange Offer Memorandum (and, to the extent applicable, the local offering documents in Argentina) to be provided to Eligible Holders in connection with the Exchange Offer before taking any such investment decision.
This announcement is directed only to Eligible Holders. No offer of any kind is being made to any beneficial owner of 2021 Notes who does not meet the above criteria or any other beneficial owner located in a jurisdiction where the Exchange Offer is not permitted by law.
The distribution of materials relating to the Exchange Offer may be restricted by law in certain jurisdictions. The Exchange Offer is void in all jurisdictions where it is prohibited. If materials relating to the Exchange Offer come into your possession, you are required by the Company to inform yourself of and to observe all of these restrictions. The materials relating to the Exchange Offer, including this communication, do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law.
All statements in this press release, other than statements of historical fact, are forward-looking statements. Specifically, CGC cannot assure you that the proposed transactions described above will be consummated on the terms currently contemplated, if at all. These statements are based on expectations and assumptions on the date of this press release and are subject to numerous risks and uncertainties which could cause actual results to differ materially from those described in the forward-looking statements. Risks and uncertainties include, but are not limited to, market conditions, and factors over which the Company has no control. The Company assumes no obligation to update these forward-looking statements, and does not intend to do so, unless otherwise required by law.
Notice to Eligible Holders of 2021 Notes in the European Economic Area
In any Member State, the Exchange Offer Memorandum is only addressed to and is only directed at Qualified Investors, as defined in the Prospectus Regulation. The Exchange Offer Memorandum has been prepared on the basis that any offer of 2025 Notes in any member state of the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of 2025 Notes. Accordingly any person making or intending to make an offer in that Member State of 2025 Notes which are the subject of the offering contemplated in the Exchange Offer Memorandum may only do so in circumstances in which no obligation arises for the Company to publish a prospectus pursuant to Article 3 of the Prospectus Regulation in relation to such offer. The Company has not authorized, nor does it authorizes, the making of any offer of 2025 Notes in circumstances in which an obligation arises for the Company to publish a prospectus for such offer. The Company has not authorized, nor it authorizes, the making of any offer of 2025 Notes through any financial intermediary. For the purpose of the above provisions, the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.
Notice to Eligible Holders of 2021 Notes in the United Kingdom
In the United Kingdom, the Exchange Offer Memorandum is only addressed to and is only directed at Qualified Investors, as defined in the UK Prospectus Regulation. The Exchange Offer Memorandum has been prepared on the basis that any offer of 2025 Notes in the United Kingdom will be made pursuant to an exemption under the UK Prospectus Regulation from the requirement to publish a prospectus for offers of 2025 Notes. Accordingly any person making or intending to make an offer in the United Kingdom of 2025 Notes which are the subject of the offering contemplated in the Exchange Offer Memorandum may only do so in circumstances in which no obligation arises for the Company to publish a prospectus pursuant to Article 3 of the UK Prospectus Regulation in relation to such offer. The Company has not authorized, nor it authorizes, the making of any offer of 2025 Notes in circumstances in which an obligation arises for the Company to publish a prospectus for such offer. The Company has not authorized, nor does it authorizes, the making of any offer of 2025 Notes through any financial intermediary. For the purpose of the above provisions, the expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”).
The Information and Exchange Agent for the Exchange Offer is:
Global Bondholder Services Corporation
65 Broadway – Suite 404
New York, New York 10006
Attn: Corporate Actions
Banks and Brokers call: (212) 430-3774
(For Eligible Institutions only):
65 Broadway – Suite 404
New York, NY 10006
By Overnight Courier:
65 Broadway – Suite 404
New York, New York 10006
65 Broadway – Suite 404
New York, NY 10006
The Exchange Offer shall be available online at https://gbsc-usa.com/eligibility/cgc until the consummation or termination of the Exchange Offer.
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SOURCE Compañía General de Combustibles S.A.