BUENOS
AIRES, Argentina, Nov. 25,
2024 /PRNewswire/ -- MSU Energy S.A., a corporation
(sociedad anónima) incorporated under the laws of the
Republic of Argentina ("MSU
Energy"), today announced the modification of the Offer Cap for its
previously announced offer to exchange (the "Exchange Offer") up to
US$400 million in aggregate principal
amount of its U.S.$600,000,000
aggregate principal amount outstanding 6.875% Senior Notes due 2025
(CUSIPs: 76706AAA2 (144A) / P8S12UAA3 (Reg S); ISINs: US76706AAA25
(144A) / USP8S12UAA35 (Reg S)) (the "Existing Notes") for 9.750%
Senior Secured Notes due 2030 (the "New Notes"), as more fully
described in the exchange offer memorandum dated November 8, 2024 (the "Exchange Offer Memorandum"
and, together with the Eligibility Letter, the "Exchange Offer
Documents"). Capitalized terms not defined herein shall have the
meanings ascribed to them in the Exchange Offer Memorandum.
Modification of the Original Offer Cap
The Offer Cap (the "Original Offer Cap") is hereby modified,
from U.S.$400 million aggregate
principal amount of the Existing Notes, to U.S.$218,973,000 aggregate principal amount of the
Existing Notes (the "Amended Offer Cap"). Accordingly, MSU Energy
intends to accept for exchange a maximum of U.S.$218,973,000 aggregate principal amount of
Existing Notes validly tendered (and not validly withdrawn) under
the Exchange Offer, subject to the terms and conditions described
in the Exchange Offer Memorandum.
The Early Participation Date occurred at 5:00 p.m., New York
City time, on November 22,
2024. According to information provided by Morrow Sodali
International LLC, trading as Sodali & Co, the information and
exchange agent for the Exchange Offer (the "Information and
Exchange Agent"), as of the Early Participation Date, US$243,303,000 aggregate principal amount of the
Existing Notes were validly tendered (and not validly withdrawn).
This amount is higher than the Amended Offer Cap. As a result, the
Exchange Offer is fully subscribed and the Existing Notes tendered
(and not validly withdrawn) at or prior to the Early Participation
Date will be subject to proration, as described below.
Eligible Holders who validly tender (and not validly withdraw)
Existing Notes after the Early Participation Date and
prior to the Expiration Date (as it may be extended at the sole
discretion of MSU Energy subject to applicable law) will not have
their Existing Notes accepted for exchange.
MSU Energy will multiply the principal amount of each valid
tender of Existing Notes by the applicable proration rate and round
the resulting amount down to the nearest U.S.$1,000 principal amount in order to determine the
principal amount of such tender that will be accepted pursuant to
the Exchange Offer. MSU Energy may elect to accept or reject a
tender of the Existing Notes in full if application of the
proration factor will result in either (i) MSU Energy accepting
tenders of Existing Notes from any Eligible Holder in a principal
amount of less than U.S.$150,000 or
(ii) the excess principal amount of the Existing Notes to be
returned to any Eligible Holder as a result of proration is less
than U.S.$150,000. Eligible Holders
may obtain such information from the Exchange and Information
Agent.
The information included herein under "Modification of the
Original Offer Cap" shall be deemed to be incorporated by reference
into the Exchange Offer Memorandum and shall be considered part of
the Exchange Offer Memorandum as of the date hereof, unless
superseded by information subsequently incorporated by reference
into the Exchange Offer Memorandum.
Concurrent Offering
MSU Energy has priced today the Concurrent Offering of
U.S.$176,647,540 aggregate principal
amount of New Notes, which is expected to close on December 5, 2024. Upon consummation of the
Concurrent Offering and the settlement of the Exchange Offer, the
Financing Condition for the Exchange Offer shall be deemed to be
satisfied.
General Information
The New Notes are being offered for exchange only (1) to holders
of Existing Notes that are "qualified institutional buyers" as
defined in Rule 144A under U.S. Securities Act, as amended (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 holders of Existing
Notes other than "U.S. persons" (as defined in Rule 902 under the
Securities Act, "U.S. Persons") 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 submitted a duly completed and returned
electronic Eligibility Letter certifying that they are within one
of the categories described in the immediately preceding sentence
are authorized to receive and review the Exchange Offer Memorandum
and to participate in the Exchange Offer (such holders, "Eligible
Holders").
Once the amount of net proceeds to be received by MSU Energy
from the Concurrent Offering is known, MSU Energy may amend the
terms of the Exchange Offer (including after the Early
Participation Date and the Withdrawal Date) in order to decrease
the aggregate principal amount of Existing Notes sought under the
Exchange Offer to the minimum aggregate principal amount of
Existing Notes necessary so that the net cash proceeds from the
Concurrent Offering together with the amount available for
borrowing under MSU Energy's Local Syndicated Loan will be
sufficient to redeem or repay at maturity any Existing Notes that
are not validly tendered and accepted for exchange pursuant to the
Exchange Offer.
Although MSU Energy has no present intention to do so, it
expressly reserves the right to amend or terminate, at any time,
the Exchange Offer and to not accept for exchange any Existing
Notes not theretofore accepted for exchange. MSU Energy will give
notice of any amendments or termination if required by applicable
law.
If you do not exchange your Existing Notes or if you tender
Existing Notes that are not accepted for exchange, they will remain
outstanding. If MSU Energy consummates the Exchange Offer, the
trading market for your outstanding Existing Notes may be
significantly more limited. For a discussion of this and other
risks, see "Risk Factors" in the Exchange Offer Memorandum.
This press release is qualified in its entirety by the Exchange
Offer Documents.
None of MSU Energy, its board of directors, the Dealer Managers
(as defined herein), the Information and Exchange Agent or the
Existing Notes Trustee (as defined in the Exchange Offer
Memorandum) with respect to the Existing Notes or any of their
respective affiliates is making any recommendation as to whether
Eligible Holders should exchange their Existing Notes in the
Exchange Offer. Holders must make their own decision as to whether
to participate in the Exchange Offer, and, if so, the principal
amount of Existing Notes to exchange.
Neither the delivery of this announcement, the Exchange Offer
Documents nor any purchase pursuant to the Exchange Offer shall
under any circumstances create any implication that the information
contained in this announcement or the Exchange Offer 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 MSU Energy's affairs since the date hereof or
thereof.
This press release is for informational purposes only and
does not constitute an offer or an invitation to participate in the
Exchange Offer. The Exchange Offer is being made pursuant to the
Exchange Offer Documents (and, to the extent applicable, the local
offering documents in Argentina),
copies of which have been delivered to holders of the Existing
Notes, and which set forth the complete terms and conditions of the
Exchange Offer. Eligible Holders are urged to read the Exchange
Offer Documents carefully before making any decision with respect
to their Existing Notes. The Exchange Offer is not being made to,
nor will MSU Energy accept exchanges of Existing Notes from holders
in any jurisdiction in which it is unlawful to make such an
offer.
When issued, the New Notes will not have been registered
under the Securities Act or state securities laws 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 and applicable
state securities laws.
Citigroup Global Markets Inc., Itau BBA USA Securities, Inc., J.P. Morgan Securities
LLC and Santander US Capital Markets LLC are acting as dealer
managers (the "Dealer Managers") for the Exchange Offer.
For further information about the Exchange Offer, please log
into the website https://projects.sodali.com/MSU. Alternatively,
please contact the Information and Exchange Agent by email at
MSU@investor.sodali.com. Requests for documentation should be
directed to the Information and Exchange Agent.
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
MSU Energy's expectations regarding the performance of its
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 "believe,"
"will," "may," "would," "estimate," "continues," "anticipate,"
"intend," "should," "plan," "expect," "seek," "predict,"
"potential" and similar words or phrases, or the negative of these
terms or other similar expressions, are intended to identify
estimates and forward-looking statements. Some of these statements
include statements regarding our current intent, belief or
expectations. While we consider these expectations and assumptions
to be reasonable, forward-looking statements are subject to various
risks and uncertainties, most of which are difficult to predict and
many of which are beyond our control. Forward-looking statements
are not guarantees of future performance. Actual results may be
substantially different from the expectations described in the
forward-looking statements. Accordingly, investors should not place
undue reliance on forward-looking statements as a prediction of
actual results.
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SOURCE MSU Energy
