BUENOS AIRES, Argentina, Aug. 20, 2020 /PRNewswire/ --
Compañía General de Combustibles S.A.
Exchange Offer to Exchange Any and All of its Outstanding 9.500% Notes due 2021 for its newly issued 9.500% Senior Amortizing Notes due 2025 and Cash (CUSIP Nos. 20448Q AA8 and P3063D AA0; ISIN Nos. US20448QAA85 and USP3063DAA02);
Solicitation of Proxies to Vote in Favor of Amendments in Respect of the Indenture Governing the 9.500% Notes due 2021 (the "Offer and Solicitation").
On August 6, 2020, Compañía General de Combustibles S.A. ("CGC" or the "Company") announced the commencement of (i) its offer to exchange (the "Exchange Offer") any and all of its outstanding 9.500% Notes due 2021 (the "Existing Notes") for its newly issued 9.500% Senior Amortizing Notes due 2025 (the "New Notes") and certain cash consideration and (ii) its solicitation of proxies (the "Solicitation") to consent to vote in favor of certain amendments in respect of the indenture governing the Existing Notes and the Existing Notes (the "Proposed Amendments"), each upon the terms and subject to the conditions set forth in the exchange offer and proxy solicitation memorandum, dated August 6, 2020, as supplemented by supplement no. 1 dated August 12, 2020 (the "Exchange Offer and Proxy Solicitation Memorandum"), the related eligibility letter (the "Eligibility Letter"), the related proxies and power of attorney to vote in favor of the Proposed Amendments (the "Proxy Documents") and, where applicable, the related Letter of Transmittal, as defined below (together the "Offer and Solicitation Documents"). Capitalized terms not defined herein shall have the meaning ascribed to them in the Offer and Solicitation Documents.
CGC hereby announces that, as of August 19, 2020, approximately US$191,759,000 in aggregate principal amount of Existing Notes, representing 63.92% of the aggregate principal amount of Existing Notes outstanding, have been tendered in the Exchange Offer. The Withdrawal Date has expired and Eligible Holders may no longer validly withdraw Existing Notes tendered in the Exchange Offer or validly revoke their Proxy Documents delivered in the Solicitation. Based on the participation received to date, the Company has also obtained Proxy Documents delivered by Eligible Holders representing the requisite majority to vote in favor of the Proposed Amendments to the indenture governing the Existing Notes and the Existing Notes at the noteholders meeting on first call, which is expected to be held on September 3, 2020.
CGC also announces that it is extending the early tender date to 11:59 p.m., New York City time, on September 2, 2020 (the "Early Tender Date") from the previously announced early tender date of 5:00 p.m., New York City Time, on August 19, 2020. Upon the terms and subject to the conditions set forth in the Offer and Solicitation Documents, Eligible Holders who validly tender their Existing Notes and deliver their Proxy Documents at or prior to the Early Tender Date, and whose Existing Notes are accepted for exchange by us, will receive, for each US$1,000 principal amount of Existing Notes so tendered, a principal amount of New Notes set forth in the table below under the heading "New Notes Consideration" (the "New Notes Consideration") plus an amount of cash set forth in the table below under the heading "Cash Consideration" (the "Cash Consideration" and, together with the New Notes Consideration, the "Exchange Consideration"). Thus, the Early Tender Payment will now be the same as the Late Tender Payment. No separate or additional fee will be paid in connection with the Solicitation. The other terms of the Exchange Offer (including the Withdrawal Date) remain unchanged. The terms and conditions of the Offer and Solicitation are described in the Exchange Offer and Proxy Solicitation Memorandum.
In addition to the Exchange Consideration, Eligible Holders whose Existing Notes are accepted for exchange in the Exchange Offer will also receive accrued and unpaid interest in respect of such exchanged Existing Notes from the last interest payment date to, but not including, the Settlement Date (as defined below) (such payment, the "Accrued Interest Payment"), to be paid in cash on the Settlement Date (subject to any tax withholdings applicable to Argentine Entity Offerees or to Non-Cooperating Jurisdictions Offerees).
The following table sets forth certain material terms of the Exchange Offer:
9.500% Senior Notes due 2021
The Existing Notes are currently listed on the Luxembourg Stock Exchange and traded on its Euro MTF Market and are listed on the BYMA (as defined below) and are traded on the MAE (as defined below).
Per US$1,000 principal amount of Existing Notes validly tendered and accepted for exchange. The Exchange Consideration does not include the Accrued Interest Payment.
No separate or additional fee will be paid in connection with the Solicitation.
In addition, to reimburse the time and cost of tendering Existing Notes, we will pay a processing fee to brokers acting on behalf of certain beneficial owners of Existing Notes who tender Existing Notes for processing the tender of these Existing Notes. This processing fee will be paid only with respect to individual tenders of a principal amount of US$500,000 or less and will be an amount equal to 0.25% of the principal amount of the tendered Existing Notes in respect of which a request for a processing fee is made and that are ultimately accepted for exchange.
The Offer and Solicitation will expire at 11:59 p.m. (New York City time) on September 2, 2020 (such date and time with respect to the Offer and Solicitation, as the same may be extended with respect to such Offer and Solicitation, the "Expiration Date"). The Settlement Date for the Exchange Offer will be promptly following the Expiration Date and is expected to be on or about September 8, 2020, which is the third business day after the Expiration Date (as the same may be extended with respect to the Exchange Offer).
Only holders who have returned a duly completed Eligibility Letter certifying that they are (1) "qualified institutional buyers" ("QIBs") as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), (2) holders of Existing Notes other than "U.S. persons" (as defined in Rule 902 under the Securities Act) who are located outside of the United States, who are qualified offerees in other jurisdictions and who are not Argentine Entity Offerees (as defined in the Eligibility Letter) or Non-Cooperating Jurisdiction Offerees (as defined in the Eligibility Letter), (3) "non-U.S. persons" who are Argentine Entity Offerees, (4) "non-U.S. persons" who are Non-Cooperating Jurisdictions Offerees, or (5) "non-U.S. persons" who are Eligible Canadian Holders (as defined in the Eligibility Letter), are authorized to receive the Exchange Offer and Proxy Solicitation Memorandum and to participate in the Exchange Offer and Proxy Solicitation (such holders, "Eligible Holders"); provided that Argentine Entity Offerees and Non-Cooperating Jurisdiction Offerees may not participate in the Exchange Offer and Proxy Solicitation unless they also complete, sign and submit a letter of transmittal in the form attached as Annex A to the Offering Memorandum (the "Letter of Transmittal") to the Exchange and Information Agent.
Argentine Entity Offerees and Non-Cooperating Jurisdiction Offerees are subject to certain tax withholdings in respect of interest collected on, and gains or losses resulting from the tendering of the Existing Notes. See "Taxation—Certain Argentine Tax Considerations" in the Exchange Offer and Proxy Solicitation Memorandum.
If you tender your Existing Notes in the Exchange Offer, you must also deliver the Proxy Documents pursuant to the Solicitation and holders who wish to deliver the Proxy Documents pursuant to the Solicitation must tender their Existing Notes in the Exchange Offer.
CGC's obligation to accept Existing Notes tendered and Proxies delivered in the Exchange Offer is subject to the satisfaction of certain conditions applicable to the Offer and Solicitation, including (1) certain customary conditions, including that CGC will not be obligated to consummate the Offer and Solicitation upon the occurrence of an event or events or the likely occurrence of an event or events that would or might reasonably be expected to prohibit, restrict or delay the consummation of the Offer and Solicitation or materially impair the contemplated benefits to CGC of the Offer and Solicitation and (2) in the case of Existing Notes tendered by Argentine Entity Offerees and Non-Cooperating Jurisdiction Offerees, such holder's delivery of the Letter of Transmittal. Given the participation received to date, the Minimum Tender Condition has been met. Subject to applicable law and limitations described in the Exchange Offer and Proxy Solicitation Memorandum, CGC may waive any of these conditions in its sole discretion. See "The Offer and Solicitation—The Conditions" in the Exchange Offer and Proxy Solicitation Memorandum.
The purpose of the Offer and Solicitation is to extend the maturity of the debt obligations associated with the Existing Notes and to amend and/or delete certain provisions of the indenture governing the Existing Notes.
If and when issued, the New Notes will not be registered under 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.
Global Bondholder Services Corporation will act as the Exchange and Information Agent for the Offer and Solicitation. Questions or requests for assistance related to the Offer and Solicitation or for additional copies of the Offer and Solicitation Documents may be directed to Global Bondholder Services Corporation at (866) 470-4500 (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 Offer and Solicitation. The Offer and Solicitation Documents are available for Eligible Holders at the following web address: https://gbsc-usa.com/eligibility/cgc.
Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Santander Investment Securities Inc., are acting as dealer managers and solicitation agents (the "Dealer Managers and Solicitation Agents") for the Offer and Solicitation.
Subject to applicable law, the Offer and Solicitation may be amended in any respect, extended or, upon failure of a condition to be satisfied or waived prior to the Expiration Date or Settlement Date, as the case may be, terminated, at any time and for any reason. Although we have no present plans or arrangements to do so, we reserve the right to amend, at any time, the terms of the Offer and Solicitation (including, without limitation, the conditions thereto) in accordance with applicable law. We will give Eligible Holders notice of any amendments and will extend the Expiration Date if required by applicable law.
Eligible Holders of Existing Notes are advised to check with any bank, securities broker or other intermediary through which they hold Existing 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 Offer and Solicitation before the deadlines specified in the Offer and Solicitation 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 New Notes (as defined in the Exchange Offer and Proxy Solicitation Memorandum) 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 New Notes was authorized by the CNV in accordance with the Argentine Capital Markets Law and the CNV Rules under the Frequent Issuer Regime). 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 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.
None of the Company, the Dealer Managers and Solicitation Agents, the Exchange and Information Agent or their respective directors, employees and affiliates makes any recommendation whatsoever regarding the Offer and Solicitation or any recommendation as to whether Eligible Holders should tender or refrain from tendering their Existing Notes for exchange pursuant to the Offer and Solicitation. Accordingly, any person considering participating in the Offer and Solicitation or making an investment decision relating to the New Notes must inform itself independently based solely on the Exchange Offer and Proxy Solicitation Memorandum (and, to the extent applicable, the local offering documents in Argentina) to be provided to Eligible Holders in connection with the Offer and Solicitation 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 Existing Notes who does not meet the above criteria or any other beneficial owner located in a jurisdiction where the Offer and Solicitation is not permitted by law.
The distribution of materials relating to the Offer and Solicitation may be restricted by law in certain jurisdictions. The Offer and Solicitation is void in all jurisdictions where it is prohibited. If materials relating to the Offer and Solicitation 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 Offer and Solicitation, 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. If a jurisdiction requires that the Offer and Solicitation 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 and Solicitation 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, 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 Investors in the European Economic Area and the United Kingdom
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 EEA or 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 (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 (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 (the "Prospectus Regulation"). Consequently no key information document required by Regulation (EU) 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 or in the United Kingdom has been prepared and therefore otherwise offering or selling the New Notes or otherwise making them available to any retail investor in the EEA or in the United Kingdom may be unlawful under the PRIIPs Regulation.
For the purposes of section 21 of the Financial Services and Markets Act 2000 ("FSMA"), to the extent that this announcement constitutes an invitation or inducement to engage in investment activity, such communication falls within Article 34 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), being a non-real time communication communicated by and relating only to controlled investments issued, or to be issued, by the Company.
Other than with respect to distributions by the Company, this announcement is for distribution only directed at: (i) persons who are outside the United Kingdom; or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Promotion Order; or (iii) persons falling within Articles 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Financial Promotion Order; or (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any New Notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such New Notes will be engaged in only with relevant persons.
The Information and Exchange Agent for the Exchange Offer and Proxy Solicitation is:
Global Bondholder Services Corporation
65 Broadway – Suite 404
New York, New York 10006
Attn: Corporate Actions
Email: [email protected]
Banks and Brokers call: (212) 430-3774
Toll free: (866)-470-4500
(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
Any question regarding the terms of the Exchange Offer and Proxy Solicitation should be directed to the Dealer Managers and Solicitation Agents
The Dealer Managers and Solicitation Agents for the Exchange Offer and Proxy Solicitation are:
Citigroup Global Markets Inc.
J.P. Morgan Securities LLC
Santander Investment Securities Inc.
The Offer and Solicitation shall be available online at https://gbsc-usa.com/eligibility/cgc until the consummation or termination of the Offer and Solicitation.
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SOURCE Compañía General de Combustibles S.A.