Compañía General de Combustibles S.A. Announces the Commencement of the Exchange Offer for up to U.S.$40,000,000 principal amount of its Outstanding 9.500% Notes due 2021

BUENOS AIRES, Argentina, Sept. 16, 2021 /PRNewswire/ --

Compañía General de Combustibles S.A.

Offer to Exchange up to U.S.$40,000,000 principal amount of its Outstanding 9.500% Notes due 2021 for 9.500% Senior Amortizing Notes due 2025

(CUSIP Nos. 20448Q AA8 and P3063D AA0; ISIN Nos. US20448QAA85 and USP3063DAA02)

Compañía General de Combustibles S.A. ("we," "CGC" or the "Company") hereby announces the commencement of its offer to exchange (the "Exchange Offer") up to U.S.$40,000,000 (the "Maximum Tender Amount") of its outstanding 9.500% Notes due 2021 (the "2021 Notes") for its 9.500% Senior Amortizing Notes due 2025 (the "2025 Notes") upon the terms and subject to the conditions set forth in the exchange offer memorandum (the "Exchange Offer Memorandum"), dated September 16, 2021, the related eligibility letter (the "Eligibility Letter"), and, where applicable, the related Letter of Transmittal, as defined below (together the "Offer Documents"). Capitalized terms not defined herein shall have the meaning ascribed to them in the Offer Documents.

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 2021 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 Memorandum and to participate in the Exchange Offer (such holders, "Eligible Holders"); provided that Argentine Entity Offerees and Non-Cooperating Jurisdiction Offerees may not participate in the Exchange Offer 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 2021 Notes. See "Taxation—Certain Argentine Tax Considerations" in the Exchange Offer Memorandum.  

Subject to the Maximum Tender Amount and proration, Eligible Holders who validly tender 2021 Notes on or prior to 5:00 pm New York City Time on September 29, 2021 (the "Early Tender Date") will be eligible to receive, for each U.S.$1,000 principal amount of 2021 Notes validly tendered, a principal amount of 2025 Notes as set forth in the table below under the heading "2025 Notes Consideration."

Subject to the Maximum Tender Amount and proration, Eligible Holders who validly tender 2021 Notes after the Early Tender Date but on or prior to October 14, 2021 (the "Expiration Date") and whose 2021 Notes are accepted for exchange by us will be eligible to receive, for each U.S.$1,000 principal amount of 2021 Notes validly tendered, a principal amount of 2025 Notes as set forth in the table below under the heading "2025 Notes Consideration." Consideration paid in respect of tenders of the 2021 Notes is collectively referred to as the "Exchange Consideration."

Subject to the Maximum Tender Amount and proration, all 2021 Notes validly tendered at or prior to the Early Tender Date will be accepted for exchange before any 2021 Notes validly tendered after the Early Tender Date are accepted for exchange. Furthermore, if the Exchange Offer is fully subscribed as of the Early Tender Date, Eligible Holders who validly tender Existing Notes after the Early Tender Date will not have any of their 2021 Notes accepted for exchange, provided that such 2021 Notes may be accepted for exchange if we increase the Maximum Tender Amount, which we are entitled to do in our sole discretion. There can be no assurance that we will increase the Maximum Tender Amount.

In addition to the applicable Exchange Consideration, Eligible Holders whose 2021 Notes are accepted for exchange in the Exchange Offer will also receive accrued and unpaid interest in respect of such exchanged 2021 Notes from the last interest payment date for the 2021 Notes (which was May 7, 2021) to, but not including, September 8, 2021 (such payment, the "Accrued Interest Payment"), to be paid in cash  (subject to any tax withholdings applicable to Argentine Entity Offerees or to Non-Cooperating Jurisdictions Offerees) on the Settlement Date (as defined below). The 2025 Notes will have an interest rate that is identical to the interest rate of the tendered 2021 Notes and interest on 2025 Notes issued in exchange for tendered 2021 Notes will accrue from and including September 8, 2021.

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

(1)  The 2021 Notes are currently listed on the Luxembourg Stock Exchange and traded on its Euro MTF Market and are listed and admitted for trading on Bolsas y Mercados Argentinos S.A. through the Buenos Aires Stock Exchange and admitted to trading on the Mercado Abierto Electrónico S.A.

(2)   Per U.S.$1,000 principal amount of 2021 Notes validly tendered and accepted for exchange. The Exchange Consideration does not include the Accrued Interest Payment.

(3)   In addition, to reimburse the time and cost of tendering 2021 Notes, we will pay a processing fee to brokers acting on behalf of certain beneficial owners of 2021 Notes who tender 2021 Notes for processing the tender of these 2021 Notes. This processing fee will be paid only with respect to individual tenders of a principal amount of U.S.$500,000 or less and will be an amount equal to 0.25% of the principal amount of the tendered 2021 Notes in respect of which a request for a processing fee is made and that are ultimately accepted for exchange.

The Exchange Offer will expire at 11:59 p.m. (New York City time) on October 14, 2021 (such date and time with respect to the Exchange Offer, as the same may be extended with respect to such Offer, the "Expiration Date").

In order to be eligible to receive the exchange consideration, Eligible Holders must tender their 2021 Notes on or prior to 11:59 P.M. New York City Time on the Expiration Date, unless we extend the Exchange Offer. 2021 Notes validly tendered may be validly withdrawn at any time prior to 5:00 p.m., New York City time on September 29, 2021, unless extended by the Company in its sole discretion (such date and time, as the same may be extended, the "Withdrawal Date"), but not thereafter.

Following the Early Tender Date and on or prior to the Expiration Date, we will have the right to elect to accept the 2021 Notes validly tendered at or prior to the Early Tender Date, provided that all conditions of the Exchange Offer have been satisfied or, where applicable, waived by us (the "Early Settlement Right").  If we exercise our Early Settlement Right, we expect to settle the Exchange Offer in respect of 2021 Notes validly tendered at or prior to the Early Tender Date that are accepted for exchange promptly following the date on which we accept for exchange such 2021 Notes (the "Early Settlement Date").  Assuming that we exercise the Early Settlement Right and all conditions of the Exchange Offer have been satisfied, or where applicable, waived by us, we expect that the Early Settlement Date will occur on or about October 4, 2021, which is the third business day after the Early Tender Date.

For any 2021 Notes that have been validly tendered on or prior to the Expiration Date (other than any 2021 Notes that have been accepted for exchange and settled on the Early Settlement Date) and that are accepted for exchange, we expect to settle such 2021 Notes promptly following the Expiration Date (the "Final Settlement Date"). Assuming that such Final Settlement Date is not extended and all conditions of the Exchange Offer have been satisfied or, where applicable, waived by us, we expect that the Final Settlement Date will occur on or about October 19, 2021, which is the third business day after the Expiration Date (as the same may be extended with respect to the Exchange Offer). We refer to each of the Early Settlement Date and the Final Settlement Date as a "Settlement Date."

The Exchange Offer is subject to the satisfaction of certain conditions, set forth under the heading "The Offer—The Conditions" of the Exchange Offer Memorandum. Subject to applicable law and limitations described in the Exchange Offer Memorandum, we may waive any of these conditions in our sole discretion.

The purpose of the Exchange Offer is to provide Eligible Holders with the opportunity to remain invested in the Company's notes by exchanging 2021 Notes for 2025 Notes and in turn increase the liquidity of the 2025 Notes. The 2021 Notes mature on November 7, 2021 at which time the Company fully expects to use cash on hand to repay any outstanding 2021 Notes not tendered in the Exchange Offer and anticipates that it will have access to the Argentine Foreign Exchange Market for such repayment in accordance with applicable regulations of the Argentine Central Bank.

If and when issued, the 2025 Notes will not be registered under the Securities Act or any state securities laws. Therefore, the 2025 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 Exchange Offer. Questions or requests for assistance related to the Offer or for additional copies of the Offer Documents may be directed to Global Bondholder Services Corporation at (866) 470-3800 (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. The Offer Documents are available for Eligible Holders at the following web address: https://gbsc-usa.com/eligibility/cgc.

Subject to applicable law, the Exchange Offer 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 Exchange Offer (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 are advised to check with any bank, securities broker or other intermediary through which they hold 2021 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 Exchange Offer before the deadlines specified in the Offer 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 2025 Notes 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 2025 Notes was authorized by the Comisión Nacional de Valores ("CNV") in accordance with the Argentine Capital Markets Law No. 26,831(as amended) and the regulation of the CNV. 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 2025 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 Exchange and Information Agent or their respective directors, employees and affiliates makes any recommendation whatsoever regarding the Exchange Offer or any recommendation as to whether Eligible Holders should tender or refrain from tendering their 2021 Notes for exchange pursuant to the Exchange Offer. Accordingly, any person considering participating in the Exchange Offer or making an investment decision relating to the 2025 Notes must inform itself independently based solely on the Exchange Offer Memorandum (and, to the extent applicable, the local offering documents in Argentina) to be provided to Eligible Holders in connection with the Exchange Offer 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 2021 Notes who does not meet the above criteria or any other beneficial owner located in a jurisdiction where the Exchange Offer is not permitted by law.

The distribution of materials relating to the Exchange Offer may be restricted by law in certain jurisdictions. The Offer is void in all jurisdictions where it is prohibited. If materials relating to the Exchange Offer 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 Exchange Offer, 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.

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 Eligible Holders of 2021 Notes in the European Economic Area

In any Member State, the Exchange Offer Memorandum is only addressed to and is only directed at Qualified Investors, as defined in the Prospectus Regulation. The Exchange Offer Memorandum has been prepared on the basis that any offer of 2025 Notes in any member state of the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of 2025 Notes. Accordingly any person making or intending to make an offer in that Member State of 2025 Notes which are the subject of the offering contemplated in the Exchange Offer Memorandum may only do so in circumstances in which no obligation arises for the Company to publish a prospectus pursuant to Article 3 of the Prospectus Regulation in relation to such offer. The Company has not authorized, nor does it authorizes, the making of any offer of 2025 Notes in circumstances in which an obligation arises for the Company to publish a prospectus for such offer. The Company has not authorized, nor it authorizes, the making of any offer of 2025 Notes through any financial intermediary. For the purpose of the above provisions, the expression "Prospectus Regulation" means Regulation (EU) 2017/1129.

Notice to Eligible Holders of 2021 Notes in the United Kingdom

In the United Kingdom, the Exchange Offer Memorandum is only addressed to and is only directed at Qualified Investors, as defined in the UK Prospectus Regulation. The Exchange Offer Memorandum has been prepared on the basis that any offer of 2025 Notes in the United Kingdom will be made pursuant to an exemption under the UK Prospectus Regulation from the requirement to publish a prospectus for offers of 2025 Notes. Accordingly any person making or intending to make an offer in the United Kingdom of 2025 Notes which are the subject of the offering contemplated in the Exchange Offer Memorandum may only do so in circumstances in which no obligation arises for the Company to publish a prospectus pursuant to Article 3 of the UK Prospectus Regulation in relation to such offer. The Company has not authorized, nor it authorizes, the making of any offer of 2025 Notes in circumstances in which an obligation arises for the Company to publish a prospectus for such offer. The Company has not authorized, nor does it authorizes, the making of any offer of 2025 Notes through any financial intermediary. For the purpose of the above provisions, the expression "UK Prospectus Regulation" means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA").

The Information and Exchange Agent for the Exchange Offer is:

The Offer shall be available online at https://gbsc-usa.com/eligibility/cgc until the consummation or termination of the Offer.

SOURCE Compañía General de Combustibles S.A.