Compañía General de Combustibles S.A. Announces Expiration and Final Tender Results of its Exchange Offer and Proxy Solicitation Relating to Any and All of its Outstanding 9.500% Notes due 2021.

BUENOS AIRES, Argentina, Sept. 3, 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);
and
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 (together the "Offer and Solicitation Documents") and the Press Release dated August 19, 2020 announcing the early tender results and the extension of the Early Tender Date. Capitalized terms not defined herein shall have the meaning ascribed to them in the Offer and Solicitation Documents.

CGC hereby announces that the Offer and Solicitation expired as of 11:59 p.m., New York City time, on September 2, 2020. As of the Expiration Date, US$206,617,000 in aggregate principal amount of Existing Notes, representing 68.87% of the aggregate principal amount of Existing Notes outstanding, have been tendered in the Exchange Offer. 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.

Subject to the satisfaction or waiver of the conditions set forth in the Exchange Offer and Proxy Solicitation Memorandum, the Company has accepted for exchange all validly tendered Existing Notes and intends to pay the Early Tender Payment (as defined in the Exchange Offer and Proxy Solicitation Memorandum) for Existing Notes validly tendered on or prior to the Expiration Date, together with accrued and unpaid interest, and additional amounts, if any, to, but not including, the September 8, 2020 (the "Settlement Date").  On the Settlement Date, the Company expects to issue $196,110,000 aggregate principal amount of New Notes and to pay $27,366,647.48 cash consideration as total consideration, including accrued and unpaid interest, for the Existing Notes validly tendered into the Exchange Offer.

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 is acting 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.

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.

Important Notice

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.

Forward-Looking Statements

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.

United Kingdom

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:

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: 

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.

SOURCE Compañía General de Combustibles S.A.