Generación Mediterránea S.A. and Central Térmica Roca S.A. Announce Expiration and Final Tender Results of their Previously Announced Exchange Offer and Consent Solicitation

BUENOS AIRES, Argentina, Nov. 8, 2024 /PRNewswire/ -- Generación Mediterránea S.A. ("GEMSA") and Central Térmica Roca S.A. ("CTR" and, together with GEMSA, the "Companies") today announced the results of the Expiration Date (as defined below) of their previously announced offer to Eligible Holders (as such terms are defined below) to exchange (the "Exchange Offer") any and all of the Companies' outstanding 13.250% Senior Secured Notes due 2026 (the "2026 Secured Notes"), 12.500% Senior Secured Notes due 2027 (the "2027 Secured Notes" and, together with the 2026 Secured Notes, the "Secured Notes"), and 9.625% Senior Notes due 2027 (the "Unsecured Notes" and, together with the Secured Notes, the "Existing Notes") for the Companies' newly issued 11.000% Senior Secured Notes due 2031 (the "New Notes"), to be guaranteed by Albanesi Energía S.A., as more fully described in the Exchange Offer and Consent Solicitation Memorandum (as defined below) and their solicitation of 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 each indenture pursuant to which each series of the Existing Notes were issued, upon the terms and subject to the conditions set forth in the Exchange Offer and Consent Solicitation Memorandum, dated October 9, 2024 (the "Exchange Offer and Consent Solicitation Memorandum"), the Companies' press releases dated October 9, 2024 and October 24, 2024, respectively, and the related Eligibility Letter (together, the "Offer and Solicitation Documents"). Capitalized terms not defined herein shall have the meaning ascribed to them in the Offer and Solicitation Documents.

Morrow Sodali International LLC, trading as Sodali & Co, acting as information and exchange agent for the Offer and Solicitation (the "Information and Exchange Agent"), advised the Companies that, as of 11:59 p.m. (New York City time) on November 7, 2024 (the "Expiration Date"), Existing Notes for an aggregate principal amount equal to US$4,679,231 were validly tendered and accepted for exchange, in respect of which the Companies expect to issue US$3,705,216 New Notes.

Below are additional details with respect to the late results of the Exchange Offer.

(1)   Per US$1,000 principal amount of the Existing Notes validly tendered, and not validly withdrawn and accepted for exchange. The Exchange Consideration (as defined below) does not include accrued and unpaid interest from, and including, the last date on which interest was paid in respect of the applicable Existing Notes to, but excluding, the Settlement Date (as defined below) (the "Accrued Interest"), which shall be paid together with the Exchange Consideration as described in the Exchange Offer and Consent Solicitation Memorandum. The cash payment of Accrued Interest shall be reduced by an amount equal to the accrued interest on the New Notes from, and including, the original issue date of the New Notes (which was October 30, 2024) to, but excluding, the Settlement Date.
(2)   The Unsecured Notes are currently listed on the Singapore Exchange Securities Trading Limited (the "SGX-ST") and are listed on the BYMA (as defined herein) and traded on the MAE (as defined herein). The 2026 Secured Notes and the 2027 Secured Notes are currently listed on the BYMA and traded on the MAE.
(3)   Amounts do not reflect any amortizations, voluntary redemptions, repurchases or cancellation of the Existing Notes tendered in the Offer on or before the Early Participation Date.
(4)   The original principal amount of the 2026 Secured Notes of US$68,616,000 does not give pro forma effect to the scheduled amortization of 2026 Secured Notes in a principal amount of US$4,116,960, that occurred on October 28, 2024, and was paid with cash on hand.  The original principal amount of the 2026 Secured Notes is subject to a variable amortization factor (the "2026 Amortization Factor") which is calculated in accordance with amortization payments made and expected to be made in accordance with the terms and conditions of the 2026 Secured Notes. As of the date hereof (which is the Settlement Date), the 2026 Amortization Factor is 82.000% and the aggregate outstanding principal amount of the 2026 Secured Notes is expected to be US$56,265,120 (not taking into account any participation in the Exchange Offer).
(5)   The original principal amount of the 2027 Secured Notes of US$59,889,072 is subject to a variable amortization factor (the "2027 Amortization Factor") which is calculated in accordance with amortization payments made and expected to be made in accordance with the terms and conditions of the 2027 Secured Notes. As of the date hereof (which is the Settlement Date), the 2027 Amortization Factor is 100.0000% and the aggregate principal amount of 2027 Secured Notes is US$59,889,072 (not taking into account any participation in the Exchange Offer).
(6)   The original principal amount of the Unsecured Notes of US$325,395,255 is subject to a variable amortization factor (the " Unsecured Amortization Factor") which is calculated in accordance with amortization payments made and expected to be made in accordance with the terms and conditions of the Unsecured Notes. As of the date hereof (which is the Settlement Date), the Unsecured Amortization Factor is 74.000% and the aggregate principal amount of Unsecured Notes is US$240,792,488.70 (not taking into account any participation in the Exchange Offer).

Existing Notes validly tendered, and not validly withdrawn by the Expiration Date may no longer be withdrawn, and related consents validly delivered and not validly revoked by the Expiration Date may no longer be revoked, except as may be required by applicable law.

The Companies expect to consummate the Offer and Solicitation on or about November 8, 2024 (the "Settlement Date").

Information and Exchange Agent and Dealer Managers and Solicitation Agents

Sodali & Co is acting as the Information and Exchange Agent for the Offer and Solicitation. Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Santander US Capital Markets LLC, BCP Securities, Inc., Latin Securities S.A. Agent de Valores, and Balanz Capital Valores S.A.U. are acting as dealer managers and solicitation agents (the "Dealer Managers and Solicitation Agents") for the Exchange Offer and the Consent Solicitation.

For further information about the Offer and Solicitation, please contact the Information and Exchange Agent, in London, at The Leadenhall Building, 122 Leadenhall Street, London, EC3V 4AB, United Kingdom, by Telephone: +44 20 4513 6933, and in Stamford, at 333 Ludlow Street, South Tower, 5th Floor, Stamford, CT 06902, by Telephone: +1 203 658 9457 or by email at [email protected]. Holders who desire to obtain and complete an Eligibility Letter in order to receive the Exchange Offer and Consent Solicitation Memorandum should visit the Exchange Offer Website at https://projects.sodali.com/albanesi.

Disclaimers

THE NEW NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (INCLUDING THE RULES AND REGULATIONS THEREUNDER, 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.

The Exchange Offer is being made, and the New Notes are being offered for exchange only to holders of Existing Notes (1) reasonably believed to be "qualified institutional buyers" (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").

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

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 Notes, 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 Notes. The Offer and Solicitation is not being made to, nor will the Companies accept exchanges of Existing Notes from holders in any jurisdiction in which it is unlawful to make such an offer.

This press release is for informational purposes only and does not represent an offer to sell securities or a solicitation to buy securities in the United States or in any other country. This press release is released for disclosure purposes only, in accordance with applicable legislation. It does not constitute marketing material, and should not be interpreted as advertising an offer to sell or soliciting any offer to buy securities issued by the Companies in any jurisdiction where it is illegal to do so. This press release to the market is not for distribution in or into or to any person located or resident in any jurisdiction where it is unlawful to release, publish or distribute this announcement. None of the Companies, the Dealer Managers and Solicitation Agents or the Information and Exchange Agent makes any recommendation as to whether or not Eligible Holders of Existing Notes should exchange their Existing Notes in the Exchange Offer and deliver Consents in the Consent Solicitation.

Neither the U.S. Securities and Exchange Commission, any U.S. state securities commission, nor any regulatory authority of any other country has approved or disapproved of the Exchange Offer or the Consent Solicitation, passed upon the merits or fairness of the Exchange Offer or the Consent Solicitation, or passed upon the adequacy or accuracy of the disclosure in the Exchange Offer Memorandum and Consent Solicitation Statement.

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.

Forward Looking Statements

This press release may contain forward-looking statements. Some of these statements include statements regarding our current intent, belief or expectations. While we consider these expectations and assumptions to be reasonable, forward-looking statements are subject to various risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. Forward-looking statements are not guarantees of future performance. Actual results may be substantially different from the expectations described in the forward-looking statements. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results.
We have based these forward-looking statements on current expectations and assumptions about future events. While we consider these expectations and assumptions to be reasonable, they are inherently subject to significant risks and uncertainties, most of which are difficult to predict and many of which are beyond our control.

Media Contact: Michael Trusscelli, [email protected]

SOURCE Albanesi Energía S.A.