Generación Mediterránea S.A. and Central Térmica Roca S.A. Announce Offer and Solicitation Relating to Any and All of their Outstanding 9.625% Senior Notes due 2023 and Certain Existing Loans

Published: Oct. 22, 2021 at 10:53 PM CDT

BUENOS AIRES, Argentina, Oct. 22, 2021 /PRNewswire/ -- Generación Mediterránea S.A. ("GEMSA") and Central Térmica Roca S.A. ("CTR" and, together with GEMSA, the "Companies"), today announced they have commenced (i) their offer to exchange (the "Exchange Offer") any and all of their outstanding 9.625% Senior Notes due 2023 (the "Existing Notes") and certain loans (as more fully described herein, the "Existing Loans" and, together with the Existing Notes, the "Existing Instruments") for their newly issued 9.625% Senior Notes due 2027 (the "New Notes") and (ii) their solicitation of consents (the "Consents") of the holders of the Existing Notes (the "Consent Solicitation" and, together with the Exchange Offer, the "Offer and Solicitation") to amend certain provisions of the indenture pursuant to which the Existing Notes were issued, upon the terms and subject to the conditions set forth in the Exchange Offer and Consent Solicitation Memorandum (the "Exchange Offer and Consent Solicitation Memorandum"), dated October 22, 2021, and the related Eligibility Letter, Transfer Certificate, Letter of Acceptance, and Waiver and Acknowledgment (together, the "Offer and Solicitation Documents"). Capitalized terms not defined herein shall have the meaning ascribed to them in the Offer and Solicitation Documents.

The following table sets forth certain material terms of the Exchange Offer:

Existing Instruments

Exchange Consideration(1)

Description

CUSIP/ISIN

Principal
Amount
Outstanding

If Tendered On or Before
the Early Participation
Date

If Tendered After the
Early Participation Date

9.625% Senior Notes
due 2023(2)

Rule 144A: 36875L AA7
Regulation S: P4621M AA3

Rule 144A: US36875LAA70
Regulation S: USP4621MAA38

US$336,000,000(3)

US$1,020 principal amount
of the New Notes 

US$1,000 principal
amount of the New Notes

Existing Loans(4)

N/A

US$51,217,055

US$1,000 principal amount
of the New Notes 

US$1,000 principal
amount of the New Notes



(1)

Per US$1,000 principal amount of the Existing Instruments validly tendered and accepted for exchange. The Early Exchange
Consideration and the Late Exchange Consideration do not include the Accrued Interest, which shall be paid together with the
applicable Exchange Consideration as described in the Exchange Offer and Consent Solicitation Memorandum.

(2)

The Existing Notes are currently listed on the Luxembourg Stock Exchange and traded on the Euro MTF Market and are listed on
the Buenos Aires Stock Exchange (Bolsas y Mercados Argentinos S.A.) ("ByMA") and traded on the on the Argentine over the
counter market (Mercado Abierto Electrónico S.A.) ("MAE")

(3)

Of this amount, approximately US$4.7 million of the Existing Notes are held in treasury by the Companies.

(4)

Includes the A&R Obligation Assumption Agreement, the Second A&R Obligation Assumption Agreement, the GECE Debt
Acknowledgment and Payment Agreement, the Tranche I Debt
Acknowledgment and Payment Agreement and the Tranche III Debt Acknowledgment and Payment Agreement.

The Existing Loans subject of the Exchange Offer are as follows: (i) the Amended and Restated Co-Obligation Assumption Agreement, dated October 23, 2019, as amended on December 3, 2020, among Albanesi, S.A. ("Albanesi"), Generación Centro S.A. ("GECE"), GEMSA, Credit Suisse AG, Cayman Islands Branch, as administrative agent, and the lenders party thereto, and the corresponding GECE Debt Acknowledgment and Payment Agreement (Reconocimiento de Deuda y Acuerdo de Pago), dated December 23, 2020, among Albanesi, GECE, Credit Suisse AG, Cayman Islands Branch, as administrative agent, and the lenders party thereto; and (ii) the Second Amended and Restated Co-Obligation Assumption Agreement, dated October 23, 2019, as amended on December 3, 2020, among Albanesi, GECE, Credit Suisse AG, Cayman Islands Branch, as administrative agent, and the lenders party thereto and the corresponding Tranche I Debt Acknowledgment and Payment Agreement (Reconocimiento de Deuda y Acuerdo de Pago Tramo I), dated December 23, 2020, among Albanesi, GECE, GEMSA, Credit Suisse AG, Cayman Islands Branch, as administrative agent, and the lenders party thereto, and Tranche III Debt Acknowledgment and Payment Agreement (Reconocimiento de Deuda y Acuerdo de Pago Tramo III), dated December 23, 2020, among Albanesi, GECE, GEMSA, Credit Suisse AG, Cayman Islands Branch, as administrative agent, and the lenders party thereto.

The Offer and Solicitation will expire at 5:00 p.m. (New York City time) on November 23, 2021 (such date and time, as the same may be extended, the "Expiration Date"). Existing Instruments tendered for exchange may be validly withdrawn at any time at or prior to 5:00 p.m. (New York City time) on November 4, 2021 (such date and time, as the same may be extended, the "Withdrawal and Revocation of Consents Date"). To be eligible to receive the Early Exchange Consideration, Eligible Holders must validly tender and not validly withdraw their Existing Instruments at or prior to 5:00 p.m., New York City time, on November 4, 2021 (such date and time, as the same may be extended, the "Early Participation Date"). Eligible Holders who validly tender and do not validly withdraw their Existing Instruments after the Early Participation Date but on or before the Expiration Date will be eligible to receive the Late Exchange Consideration. The deadline set by any intermediary or relevant clearing system may be earlier than these deadlines.

The Companies expect, on December 1, 2021, which is the fifth business day after the Expiration Date (as may be extended by the Companies, the "Settlement Date"), to issue and deliver the applicable principal amount of New Notes, in exchange for any Existing Instruments tendered and accepted for exchange, in the amount and manner described in the Exchange Offer and Consent Solicitation Memorandum. The Companies will not be obligated to deliver the New Notes unless the Offer and Solicitation is consummated. Eligible Holders of the Existing Notes who represent to be Argentine Entity Offerees or Non-Cooperating Jurisdiction Offerees may be subject to certain tax withholdings resulting from the exchange of their Existing Notes. See "The Offer and Solicitation—Additional Amounts" in the Exchange Offer and Consent Solicitation Memorandum.

For a description of the terms of the New Notes, see the Offer and Solicitation Documents.

If and when issued, the New Notes will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") or any state securities laws. Therefore, the New 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.

If and when issued, the New Notes will be issued under the Companies' US$700,000,000 program for the issuance of non-convertible notes and pursuant to the terms and conditions approved by the Companies' boards of directors on October 22, 2021. The Companies' note program was approved by their shareholders on August 8, 2017, February 4, 2019 and August 5, 2020, and authorized by the CNV by Resolution No. RESFC-2017-18947-APN-DIR#CNV, dated September 26, 2017, Resolution No. RESFC-2019-20111-APN-DIR#CNV dated March 8, 2019 and Resolution No. DI-2020-43-APNGE# CNV dated September 10, 2020 (such note program, as amended from time to time, the "Argentine Prospectus"). The CNV authorization of the Argentine Prospectus means only that the information contained in the Argentine Prospectus relating to the public offering of the New Notes complies with the information requirements of the CNV. In Argentina, the New Notes will be offered under the pricing supplement dated October 22, 2021 (the "Argentine Pricing Supplement" and, together with the Argentine Prospectus, the "Argentine Offering Documents"), which is not subject to prior approval by the CNV. The CNV has not rendered and will not render any opinion with respect to the accuracy of the information contained in the Argentine Offering Documents. This Exchange Offer and Consent Solicitation Memorandum is not intended for Eligible Holders in Argentina. Eligible Holders in Argentina are urged to read, must follow the procedures set forth in, and must rely exclusively on, the Argentine Offering Documents. The Argentine Offering Documents are substantially similar in all material respects to this Exchange Offer and Consent Solicitation Memorandum. The Argentine Offering Documents will be available on the websites of the Issuers, the CNV, ByMA and MAE.

The New Notes are being offered for exchange only (1) to "qualified institutional buyers" ("QIBs") as defined in Rule 144A under 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 persons other than "U.S. persons" (as defined in Rule 902 under the Securities Act) 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 returned a duly completed Eligibility Letter certifying that they are within one of the categories described herein are authorized to receive and review the Exchange Offer and Consent Solicitation Memorandum and to participate in the Offer and Solicitation (such holders, "Eligible Holders").

Holders who desire to obtain and complete an Eligibility Letter should either visit the website set up for this purpose at www.dfking.com/albanesi or contact the Information and Exchange Agent at (212) 269-5550 or (800) 967-7510 (Toll Free).

The adoption of the Proposed Amendments requires affirmative vote of the holders of a majority in principal amount of the Existing Notes then outstanding, represented and voting at the Holders' Meeting, expected to be held on or about November 30, 2021, unless a second call is required, which is the fourth business day after the Expiration Date. Holders that tender and do not validly withdraw their Existing Notes through DTC's ATOP will thereby also provide their Consent to the Proposed Amendments and will be deemed to have confirmed their attendance at the Holders' Meeting and to have authorized, appointed and directed the Existing Notes Trustee (i) to act as their representative (directly or indirectly) to attend and confirm attendance at the Holders' Meeting on behalf of such holders and to vote at the Holders' Meeting to consent to and approve the Proposed Amendments on behalf of all the holders who have delivered Consents, and (ii) to execute and deliver any requisite power of attorney to any person to act as its representative at the Holders' Meeting for such same purposes. The Proposed Amendments will, among other matters, substantially eliminate certain restrictive covenants and events of default. No separate or additional consideration will be paid in connection with the Consent Solicitation.

The consummation of the Offer and Solicitation is conditioned upon, among other conditions, on a minimum of 75% of the outstanding aggregate principal amount of Existing Notes being validly tendered, not withdrawn and accepted in the Offer and Solicitation on or prior to the Expiration Date. Additionally, the acceptance for exchange by the Issuers of any validly tendered Existing Loans is conditioned on 100% of the outstanding aggregate principal amount of Existing Loans being validly tendered and not validly withdrawn in the Exchange Offer on or prior to the Expiration Date, unless all holders of Existing Loans not validly tendering their Existing Loans in the Exchange Offer deliver to the Information and Exchange Agent on or prior to the Expiration Date a Waiver and Acknowledgment in the form set forth in the Exchange Offer and Consent Solicitation Memorandum. The conditions to which the Offer and Solicitation is subject may be asserted or waived by the Companies in full or in part in the Companies' sole discretion. The Companies reserve the right to amend or terminate, at any time, the Offer and Solicitation and to not accept for exchange any Existing Instruments not theretofore accepted for exchange. The Companies will give notice of any amendments or termination if required by applicable law.

None of the Companies, the Dealer Managers and Solicitation Agents, the Argentine Placement Agents, the Existing Notes Trustee, the Representative of the Existing Notes Trustee in Argentina, the Existing Loans Administrative Agent, or the Information and Exchange Agent makes any recommendation as to whether or not Eligible Holders of Existing Instruments should exchange their Existing Instruments in the Exchange Offer and deliver Consents in the Consent Solicitation.

Neither the delivery of this announcement, the Offer and Solicitation Documents nor any purchase pursuant to the Offer and Solicitation shall under any circumstances create any implication that the information contained in this announcement or the Offer and Solicitation 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 the Companies' affairs since the date hereof or thereof.

This press release is qualified in its entirety by the Offer and Solicitation Documents. This press release is for informational purposes only and does not constitute an offer or an invitation to participate in the Offer and Solicitation. The Offer and Solicitation is being made pursuant to the Offer and Solicitation Documents, copies of which will be delivered to holders of the Existing Instruments, and which set forth the complete terms and conditions of the Offer and Solicitation. Eligible Holders are urged to read the Offer and Solicitation Documents carefully before making any decision with respect to their Existing Instruments. The Offer and Solicitation is not being made to, nor will the Companies accept exchanges of Existing Instruments from holders in any jurisdiction in which it is unlawful to make such an offer.

D.F. King & Co., Inc. is acting as the information and exchange agent (the "Information and Exchange Agent") for the Offer and Solicitation. Citigroup Global Markets Inc., J.P. Morgan Securities LLC and UBS Securities LLC are acting as dealer managers and solicitation agents (the "Dealer Managers and Solicitation Agents") for the Notes Exchange Offer and the Consent Solicitation.

For further information about the Offer and Solicitation, please contact the Information and Exchange Agent at 48 Wall Street, 2nd Floor, New York, New York 10005, by telephone at +1 (212) 269-5550 or +1 (800) 967-7510 (toll free) or by email at albanesi@dfking.com. Requests for additional copies of the Exchange Offer and Consent Solicitation Memorandum should also be directed to the Information and Exchange Agent.

About the Companies

GEMSA and CTR are one of the leading electricity generation groups in Argentina, based on megawatts ("MWs") of installed generation capacity. The Companies operate nine thermoelectric power plants located in various provinces of Argentina, eight of which they own. These power plants have an aggregate installed generation capacity of 1,350 MW. All the power plants they operate are dual-fuel (using either natural gas, diesel oil or fuel oil) and are fully operational.

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 the Companies' expectations regarding the performance of their 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 such as "believes," "expects," "potential," "continues," "may," "will," "should," "seeks," "approximately," "predicts," "intends," "plans," "estimates," "anticipates" or the negative version of these words or other comparable words. Such 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 that are included in this press release and in the Offer and Solicitation Documents. The Companies undertake no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.

Investor Relations

Generación Mediterránea S.A.
Central Térmica Roca S.A.
Av. Leandro N. Alem 855, piso 14
(C1001AAD) Ciudad Autónoma de Buenos Aires
Argentina
+54 11 4313-6790
inversores@albanesi.com.ar

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SOURCE Generación Mediterránea

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