Genneia S.A. Announces the Expiration and Final Tender Results under its Exchange Offer and Consent Solicitation relating to its 8.750% Series "XX" Notes due 2022 and Notes due January 22, 2022

BUENOS AIRES, Argentina, Aug. 31, 2021 /PRNewswire/ -- On August 2, 2021, Genneia S.A. (the "Company") announced the commencement of (i) its offer to exchange (the "Offer" or "Exchange Offer") any and all of its outstanding 8.750% Series "XX" Notes due 2022 (the "Series XX Notes") and any and all outstanding Notes due January 22, 2022 (the "Private Notes" and together with the Series XX Notes, the "Existing Notes") for its newly issued 8.750% Senior Secured Notes due 2027 (the "New Notes") and cash, as applicable and (ii) its solicitation of  consents (the "Consent Solicitation"), upon the terms and subject to the conditions set forth in the Exchange Offer and Consent Solicitation Memorandum, dated August 2, 2021, as supplemented by the Supplement No. 1 dated August 13, 2021 (the "Exchange Offer and Consent Solicitation Memorandum"), the related Eligibility Letter, and, where applicable, the related Transfer Certificate (together, the "Offer Documents"). Capitalized terms not defined herein shall have the meaning ascribed to them in the Offer Documents.

The Company hereby announces that the Exchange Offer and Consent Solicitation expired at 5:00p.m., New York City time, on August 30, 2021 (the "Expiration Date and Early Tender Date"). As of the Expiration Date and Early Tender Date, (i) US$408,076,000 in aggregate principal amount of Series XX Notes, representing 81.62% of the aggregate principal amount of Series XX Notes outstanding, and (ii) US$53,285,999 in aggregate principal amount of Private Notes, representing substantially 100% of the aggregate principal amount of Private Notes outstanding, have been tendered in the Exchange Offer (the "Tendered Notes"). Of the aggregate principal amount of Series XX Notes tendered (i) US$73,150,000, representing approximately 15% of the outstanding principal amount of Series XX Notes, were tendered under Option A, and (ii) US$334,926,000, representing approximately 67% of the outstanding principal amount of Series XX Notes, were tendered under Option B. In addition, all Private Notes were tendered under Option A.  As a result, there is no proration on the acceptance of tenders under Option A.  Of the US$408,076,000 in aggregate principal amount of Series XX Notes tendered, US$16,000 will be returned because they would result in New Notes issued under the minimum denomination of US$1,000.

The Company further announces that it obtained the requisite Consents and, therefore, the Series XX Notes Indenture will be amended pursuant to the Supplemental Indenture, that will eliminate certain restrictive covenants and events of default of the Series XX Notes Indenture. The Company expects to enter into the Supplemental Indenture on the Settlement Date.

The Company intends to pay the Exchange Consideration for the Tendered Notes together with the Accrued Interest Payment on or about September 2, 2021 (the "Settlement Date").

On the Settlement Date, the Company expects to issue US$366,118,638 aggregate principal amount of New Notes and to pay approximately US$134,933,508 cash consideration (including the Early Cash Consideration and the Accrued Interest Payment) as total consideration for the Existing Notes validly tendered and accepted into the Exchange Offer. Per US$1,000 principal amount of Existing Notes validly tendered and accepted in to the Exchange Offer, each Eligible Holder will receive (i) US$1,015 principal amount of New Notes per US$1,000 principal amount of Existing Notes tendered under Option A, and (ii) US$710 principal amount of New Notes and US$298 of Early Cash Consideration per US$1,000 principal amount of Series XX Notes tendered under Option B, in each case plus the applicable Accrued Interest Payment.

Global Bondholder Services Corporation is the Exchange and Information Agent for the Offer. Questions or requests for assistance related to the Offer and Consent Solicitation or for additional copies of the Offer Documents may be directed to Global Bondholder Services Corporation at (866) 924-2200 (toll free). You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer and Consent Solicitation. The Offer Documents are available for Eligible Holders at the following web address: https://gbsc-usa.com/eligibility/genneia.

BofA Securities, Inc. and J.P. Morgan Securities LLC are acting as dealer managers and solicitation agents (the "Dealer Managers and Solicitation Agents") for the Offer.

Important Notice

This announcement is not an offer of securities for sale in the United States, and none of the New 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 New Notes was authorized by the CNV in accordance with the Argentine Capital Markets Law and the CNV Rules).  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.

Forward-Looking Statements

All statements in this press release, other than statements of historical fact, are forward-looking statements. Specifically, the Company 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.

Note to Eligible Holders in the European Economic Area - Prohibition of sales to EEA Retail Investors – 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 European Economic Area ("EEA"). 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 (as amended, 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 (as amended, the "Prospectus Regulation"). Consequently, no key information document required by Regulation (EU) No 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 has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

Note to Eligible Holders in the United Kingdom - Prohibition of sales to UK Retail Investors –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 United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (the "UK Prospectus Regulation"). Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the New Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

In the UK, the Exchange Offer and Consent Solicitation Memorandum and any other material in relation to the New Notes described therein are being distributed only to, and are directed only at, persons who are "qualified investors" (as defined in the UK Prospectus Regulation) who are (i) persons having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"), or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) persons to whom it would otherwise be lawful to distribute them, all such persons together being referred to as "Relevant Persons." In the UK, the New Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the New Notes will be engaged in only with, Relevant Persons. The Exchange Offer and Consent Solicitation Memorandum and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by any recipients to any other person in the UK. Any person in the UK that is not a Relevant Person should not act or rely on the Exchange Offer and Consent Solicitation Memorandum or its contents.

SOURCE Genneia S.A.