BUENOS AIRES, Argentina, July 16, 2021 /PRNewswire/ -- Empresa Distribuidora y Comercializadora Norte S.A. (the "Issuer") announced today that it is soliciting consents (the "Consent Solicitation") from all registered holders (individually, a "Holder," and collectively, the "Holders") of its 9.75% Senior Secured Notes due 2022 (the "Notes"), upon the terms and conditions described in the Issuer's Consent Solicitation Statement, dated July 16, 2021 (the "Statement"), to certain proposed waiver (the "Proposed Waiver") under the Indenture dated as of October 25, 2010 (the "Indenture"), among the Issuer and The Bank of New York Mellon, as trustee, pursuant to which the Notes were issued.
The Proposed Waiver will allow the Issuer to omit compliance with Section 10.3 of the Indenture (Repurchase at the Option of Holders Upon a Change of Control) in connection with the acquisition of control over the Issuer by Empresa de Energía del Cono Sur S.A., without causing the Notes to experience a default or event of default as a result of such omission. Unless otherwise defined herein, capitalized terms used herein have the meanings given to them in the Statement.
The Consent Solicitation will expire at 5:00 p.m., New York City Time, on July 30, 2021, unless extended or earlier terminated by the Issuer in its sole discretion (such date and time, as the same may be extended, the "Expiration Date"). The record date of the Consent Solicitation is 5:00 p.m., New York City time, on July 15, 2021.
The Consent Solicitation is subject to, and conditioned upon, the satisfaction or waiver of certain customary conditions described in the Statement, including receiving the consents of holders of not less than a majority in aggregate principal amount of the outstanding Notes (the "Required Consents").
In the event that the Required Consents for the Notes are received on or prior to the Expiration Date, the Issuer will pay an aggregate cash payment equal to US$20 per US$1,000 principal amount of the Notes (the "Consent Payment") for which the Required Consents to the Proposed Waiver are validly delivered on or prior to the Expiration Date and not validly revoked prior to the earlier to occur of (i) the receipt of the Required Consents and (ii) the Expiration Date. The Consent Payment is expected to be paid on a date promptly following the Expiration Date, but no later than five business days following the later of the Expiration Date and the Consent Effective Time.
The Proposed Waiver will become effective and operative immediately upon execution thereof as to all Holders at the Consent Effective Time, whether or not a Holder delivered a Consent.
BCP Securities, LLC. is acting as the solicitation agent in the Consent Solicitation, Quantum Finanzas is acting as financial advisor to the Issuer and D.F. King has been retained to serve as the information and tabulation agent.
Persons with questions regarding the Consent Solicitation should contact BCP Securities, LLC. at +1 (203) 629-2186. Requests for the Statement should be directed to D.F. King, at (866) 828-6931, New York and +44 20 7920 9700 London, or by email to [email protected], or can be accessed through the Consent Website: https://sites.dfkingltd.com/edenor.
None of the Issuer, the solicitation agent, the financial advisor, information and tabulation agent and trustee or any of their respective affiliates is making any recommendation as to whether Holders of the Notes should deliver consents in response to the Consent Solicitation. Holders must make their own decisions as to whether to deliver consents.
This press release is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to buy any security. This announcement is also not a solicitation of consents with respect to the Proposed Waiver or otherwise. The Consent Solicitation is being made solely through the Statement referred to above and related materials. The Consent Solicitation is not being made to Holders of Notes in any jurisdiction in which the Issuer is aware that the making of the Consent Solicitation would not be in compliance with the laws of such jurisdiction. In any jurisdiction in which the securities laws or blue-sky laws require the Consent Solicitation to be made by a licensed broker or dealer, the Consent Solicitation will be deemed to be made on the Issuer's behalf by the solicitation agent or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
Neither the Statement nor any documents related to the Consent Solicitation have been filed with, and have not been approved or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Statement or any documents related to the Consent Solicitation, and it is unlawful and may be a criminal offense to make any representation to the contrary.
This press release contains forward-looking statements. Forward-looking statements are information of a non-historical nature or which relate to future events and are subject to risks and uncertainties. No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions. The Issuer undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.
SOURCE Empresa Distribuidora y Comercializadora Norte S.A.