ISINs: US29244AAK88 ; USP3710FAJ32 / CUSIPs: 29244A AK8 ; P3710F AJ3
BUENOS AIRES, Argentina, Oct. 21, 2022 /PRNewswire/ — Empresa Distribuidora y Comercializadora Norte S.A. (EDENOR) (“Edenor” or the “Company“) today announced that its offer to exchange (the “Offer” or the “Exchange Offer“) any and all of its outstanding 9.75% Senior Notes due 2022 (the “Existing Notes“) for the applicable amount of newly issued 9.75% Additional Senior Notes due 2025 (the “Additional New Notes“) and cash made upon the terms and subject to the conditions set forth in the Exchange Offer Memorandum, dated September 23, 2022 (the “Exchange Offer Memorandum“), expired at 5:00 p.m., New York City time, on October 21, 2022 (the “Expiration Date“). As of the Expiration Date, U.S.$4,029,000 in aggregate principal amount of Existing Notes, representing 16.35% of the aggregate principal amount of Existing Notes outstanding, have been tendered and accepted in the Exchange Offer (the “Tendered Notes“).
The Company intends to pay the applicable Exchange Consideration for the Tendered Notes plus amounts in respect of accrued interest as described in the Exchange Offer Memorandum on or about October 24, 2022 (the “Settlement Date“).
On the Settlement Date, the Company expects to issue U.S.$2,538,270 aggregate principal amount of Additional New Notes and to pay approximately U.S.$1,611,600 cash consideration (plus amounts in respect of accrued interest as described in the Exchange Offer Memorandum) for the Tendered Notes. Per US$1,000 principal amount of Existing Notes validly tendered and accepted into the Exchange Offer, each Eligible Holder will receive US$630 principal amount of Additional New Notes (the “Additional New Notes Consideration“) and U.S.$400 in cash (the “Cash Consideration“), in each case plus amounts in respect of accrued interest as described in the Exchange Offer Memorandum.
The Additional New Notes will be issued under an indenture (as supplemented by that First Supplemental Indenture dated as of October 24, 2022, the “New Notes Indenture“), dated as of May 12, 2022 among the Company, as issuer, The Bank of New York Mellon, as trustee (the “Trustee”, which term shall include any successor as Trustee under the New Notes Indenture) and Banco de Valores S.A., as representative of the Trustee in Argentina, pursuant to which we previously issued U.S.$52,706,268 Senior Notes due 2025 (the “Initial New Notes“). The Initial New Notes and the Additional New Notes (together referred to as the “New Notes“) are fungible and will constitute a single series of debt securities, provided that the Additional New Notes offered and sold pursuant to Regulation S Notes will have a temporary CUSIP number, ISIN number and Common Code until expiration of the 40-day “distribution compliance period” with respect to the Additional New Notes.
Morrow Sodali Limited acted as the Exchange and Information Agent for the Offer (Email: [email protected]).
BofA Securities, Inc. acted as the dealer manager for the Offer outside Argentina.
Global Valores S.A. acted as Argentine Dealer Manager for the Offer in Argentina.
This announcement is not an offer of securities for sale in the United States, and none of the Additional New Notes has been or will be registered under the Securities Act or any state securities law (other than Argentina, where the public offering of the Additional New Notes is included within the public offering authorization granted by the CNV to the Program, in accordance with Section 41, Title II, Chapter V, Section VIII of the CNV Rules). The CNV’s authorization means only that the information requirements of the CNV have been satisfied. The CNV has not rendered any opinion in respect of the accuracy of the information contained in the Exchange Offer Memorandum or the Argentine exchange offer memorandum dated September 23, 2022 (as amended and/or supplemented, the “Argentine Exchange Offer Memorandum“), and has not issued an opinion about the Exchange Consideration to be received pursuant the terms of the Exchange Offer.
The Additional New Notes 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 Additional New 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.
The distribution of materials relating to the Offer may be restricted by law in certain jurisdictions. The Offer is void in all jurisdictions where they are prohibited. If materials relating to the Offer come into your possession, you are required to inform yourself of and to observe all of these restrictions. The materials relating to the Offer, including this communication, do not constitute, and may not be used in connection with, an offer in any place where offers are not permitted by law. If a jurisdiction requires that the Offer be made by a licensed broker or dealer and a dealer manager or any affiliate of a dealer manager is a licensed broker or dealer in that jurisdiction, the Offer shall be deemed to be made by the dealer manager or such affiliate on behalf of the Company in that jurisdiction.
All statements in this press release, other than statements of historical fact, are forward-looking statements. Specifically, the Company 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.
Note to Eligible Holders in the European Economic Area – Prohibition of sales to EEA Retail Investors – The Additional New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA“). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II“); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive“), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation“). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation“) for offering or selling the Additional New Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Additional New Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
Note to Eligible Holders in the United Kingdom – Prohibition of sales to UK Retail Investors – The Additional New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (“UK“). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA“); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the “FSMA“) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (the “UK Prospectus Regulation“). Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation“) for offering or selling the Additional New Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Additional New Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
In the UK, this Exchange Offer Memorandum and any other material in relation to the Additional New Notes described herein are being distributed only to, and are directed only at, persons who are “qualified investors” (as defined in the UK Prospectus Regulation) who are (i) persons having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order“), or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) persons to whom it would otherwise be lawful to distribute them, all such persons together being referred to as “Relevant Persons“. In the UK, the Additional New Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the Additional New Notes will be engaged in only with, Relevant Persons. This Exchange Offer Memorandum and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by any recipients to any other person in the UK. Any person in the UK that is not a Relevant Person should not act or rely on this Exchange Offer Memorandum or its contents.
View original content:SOURCE Empresa Distribuidora y Comercializadora Norte S.A.
