BUENOS
AIRES, Argentina, July 15,
2024 /PRNewswire/ -- Transportadora de Gas del Sur
S.A. ("TGS", the "Company" or "we") today announced that it has
commenced a cash tender offer (the "Offer"), on the terms and
subject to the conditions set forth in the Company's Offer to
Purchase for Cash dated July 15, 2024
(the "Offer to Purchase"), for any and all of its outstanding
6.750% Senior Notes due 2025 (the "Notes").
The Offer to Purchase more fully sets forth the terms of the
Offer.
Principal terms relating to the Offer are listed in the table
below:
Notes
|
CUSIP / ISIN /
Common Code
Numbers
|
Outstanding
Principal
Amount
|
Offer
Consideration(2)
(3)
|
6.750% Senior Notes
due 2025
|
893870 AX3 /
US893870AX30 /
181768711
P9308R AZ6 /
USP9308RAZ66 /
181768690
|
U.S.$470,324,000(1)
|
U.S.$1,000
|
(1) Outstanding principal amount resulting from
original principal amount of U.S.$500,000,000 issued for the Notes less the
redemption of proprietary notes.
(2) Per U.S.$1,000 principal
amount of Notes validly tendered and accepted for purchase. The
Offer Consideration does not include accrued interest.
(3) Holders will also receive accrued interest from and including
the last interest payment date for the Notes up to but not
including the Settlement Date (as defined below).
The Offer will expire at 5:00
p.m., New York City time,
on July 19, 2024, unless extended or
terminated earlier at the sole discretion of the Company (such date
and time, as it may be extended or terminated earlier, the
"Expiration Date").
Subject to the satisfaction of the terms and conditions set
forth in the Offer to Purchase, holders validly tendering and not
withdrawing their Notes pursuant to the Offer will be entitled to
receive U.S.$1,000 per
U.S.$1,000 principal amount of the
Notes tendered (the "Offer Consideration"), on a date promptly
following the Expiration Date (the "Settlement Date") (which date
is expected to occur within three business days of the Expiration
Date, but which may change without notice). The settlement date in
respect of Notes for which a properly completed guaranteed delivery
instruction is submitted at or prior to the Expiration Date and
which are validly tendered at or prior to the guaranteed delivery
date that are accepted by the Company for purchase in the Offer is
expected to be the Settlement Date.
Tendered Notes may be validly withdrawn from the Offer at any
time (i) at or prior to the earlier of (x) the Expiration Date and
(y) in the event that the Offer is extended, the tenth business day
after commencement of the Offer, and (ii) after the 60th
business day after commencement of the Offer if for any reason the
Offer has not been consummated within 60 business days after
commencement.
The Company's obligation to accept for purchase and to pay for
Notes validly tendered and not withdrawn pursuant to the Offer is
subject to the satisfaction or waiver, in the Company's discretion,
of certain conditions, which are more fully described in the Offer,
including (i) the financing condition requiring the consummation of
the Company's concurrent offering of senior notes, and (ii) other
general conditions described in the Offer to Purchase.
The Company has retained Citigroup Global Markets Inc., Itau BBA
USA Securities, Inc., J.P. Morgan
Securities LLC and Santander US Capital Markets LLC. to serve as
the dealer managers for the Offer, and Banco Santander Argentina
S.A. to act as local information agent in Argentina. Questions regarding the Offer may
be directed to Citigroup Global Markets Inc. at (212) 723-6106
(collect) or (800) 558-3785 (toll-free), Itau BBA USA Securities, Inc. at (888) 770-4828
(toll-free), J.P. Morgan Securities LLC at (212) 834-7279 (collect)
or at (866) 846-2874 (toll-free) and/or to Santander US Capital
Markets LLC at (212) 350-0660 (collect) or at (855) 404-3636
(toll-free). Requests for documents may be directed to Morrow
Sodali International LLC, the information and tender agent for the
Offer, by e-mail at tgs@investor.morrowsodali.com, or by telephone
in Stamford at +1 203 658 9457 or
in London at +44 20 4513 6933.
Documents relating to the Offer, including the Offer to
Purchase and guaranteed delivery instruction, are also available at
https://projects.morrowsodali.com/tgs.
None of the Company, the dealer managers, the local dealer
managers or the information and tender agent make any
recommendations as to whether holders should tender their Notes
pursuant to the Offer, and no one has been authorized by any of
them to make such recommendations. Holders must make their own
decisions as to whether to tender their Notes, and, if so, the
principal amount of Notes to tender.
This press release is for informational purposes only and is not
a recommendation and is not an offer to sell or a solicitation of
an offer to buy any security. The Offer is being made solely
pursuant to the offer documents.
The Offer does not constitute, and may not be used in connection
with, an offer or solicitation by anyone in any jurisdiction in
which such offer or solicitation is not permitted by law or in
which the person making such offer or solicitation is not qualified
to do so or to any person to whom it is unlawful to make such offer
or solicitation.
In any jurisdiction where the securities, blue sky or other laws
require tender offers to be made by a licensed broker or dealer and
in which the dealer managers, or any affiliates thereof, are so
licensed, the Offer will be deemed to have been made by any such
dealer managers, or such affiliates, on behalf of the Company.
The new notes offered pursuant to the concurrent offering
have not been and will not be registered under the U.S. Securities
Act of 1933, as amended (the "Securities Act"), and may not be
offered or sold in the United
States absent registration or an applicable exemption from
the registration requirements of the Securities Act.
The 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 new
notes or otherwise making them available to retail investors in the
EEA has been prepared and therefore offering or selling the new
notes or otherwise making them available to any retail investor in
the EEA may be unlawful under the PRIIPs Regulation.
The 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. 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 in the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018 (the "EUWA"); or (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 in the United
Kingdom 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 in the United
Kingdom by virtue of the EUWA (as amended, the "UK
Prospectus Regulation"). Consequently no key information document
required by Regulation (EU) No 1286/2014 as it forms part of
domestic law in the United Kingdom
by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or
selling the new notes or otherwise making them available to retail
investors in the United Kingdom
has been prepared and therefore offering or selling the new notes
or otherwise making them available to any retail investor in the
United Kingdom may be unlawful
under the UK PRIIPs Regulation.
Forward Looking Statements
This press release contains forward-looking statements within
the meaning of the United States Private Securities Litigation
Reform Act of 1995, as amended. Actual results may differ
materially from those reflected in the forward-looking statements.
We undertake no obligation to update any forward-looking statement
or other information contained in this press release to reflect
events or circumstances occurring after the date of this press
release or to reflect the occurrence of unanticipated events or
circumstances, including, without limitation, changes in our
business or acquisition strategy or planned capital expenditures,
or to reflect the occurrence of unanticipated events.
About TGS
TGS is the leader in Argentina
in the transportation of natural gas, transporting approximately
60% of the gas consumed in the country, through more than 5,700
miles of gas pipelines, with a firm-contracted capacity of 83.1
MMm3/d. We are one of the main natural gas processors. In addition,
our infrastructure investments in Vaca Muerta formation place
us as one of the main midstreamers in Argentina. Our shares are traded on NYSE (New
York Stock Exchange) and BYMA (Bolsas y Mercados Argentinos S.A.).
Our controlling company is Compañía de Inversiones de Energía S.A.
("CIESA"), which owns 51% of the total share capital. CIESA's
shareholders are: (i) Pampa Energía S.A. with 50%, and led by the
Sielecki family, (i) Grupo Investor Petroquímica S.L. (GIP) and
(iii) PCT L.L.C. hold the remaining 50%.
For further information, see our website
https://www.tgs.com.ar/inversores/servicio-parainversores?lang=EN
or contact:
Name: Leandro Pérez Castaño
Phone: (54-11)-4371-5100
Email: inversores@tgs.com.ar
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SOURCE TRANSPORTADORA DE GAS DEL SUR S.A.