Pampa Energía S.A. Announces Final Results and Settlement of the Exchange Offer for its 7.375% Notes due 2023

BUENOS AIRES, Argentina, Aug. 8, 2022 /PRNewswire/ -- On June 16, 2022, Pampa Energía S.A. ("Pampa" or the "Company") announced the commencement of an offer to exchange (the "Exchange Offer") any and all of the outstanding 7.375% Notes due 2023 (CUSIP Nos. 71647X AA5 and P7873P AE6 ISIN Nos. US71647XAA54 and USP7873PAE62) (the "Old Notes") for newly issued 9.500% Notes due 2026 of Pampa (the "New Notes") and certain cash consideration, upon the terms and subject to the conditions set forth in the exchange offer memorandum dated June 16, 2022 (as amended and supplemented by the announcements made by Pampa on July 7 and 18, 2022, the "Exchange Offer Memorandum"), the related eligibility letter (the "Eligibility Letter") and, where applicable, the related letter of transmittal (together the "Exchange Offer Documents"). Capitalized terms not defined herein shall have the meaning ascribed to them in the Exchange Offer Documents. 

The Exchange Offer expired as of 11:59 p.m., New York City time, on July 29, 2022 (the ("Expiration Date"). On August 8, 2022 (the "Settlement Date"), Pampa delivered the Early Exchange Consideration in exchange for the Old Notes validly tendered, together with the Accrued Interest Payment in respect thereof. All conditions described in the Exchange Offer Memorandum that were to be satisfied or waived on or prior to the Settlement Date were duly satisfied. On the Settlement Date, Pampa issued US$292,796,835 aggregate principal amount of New Notes and paid US$122,127,894.75 in cash as total consideration for the Old Notes validly tendered in the Exchange Offer.

Citigroup Global Markets Inc. and Santander Investment Securities Inc. acted as the Joint Global Coordinators and Lead Dealer Managers (the "Joint Global Coordinators and Lead Dealer Managers") for the Exchange Offer. BNP Paribas Securities Corp., HSBC Securities (USA) Inc. and J.P. Morgan Securities LLC acted as the Joint Dealer Managers (the "Joint Dealer Managers" and, together with the Joint Global Coordinators and Lead Dealer Managers, the "Dealer Managers") for the Exchange Offer. Banco de Galicia y Buenos Aires S.A.U., Industrial and Commercial Bank of China (Argentina) S.A.U and Balanz Capital Valores S.A.U. acted as local placement agents.

Important Notice

This announcement is for informational purposes only and shall not constitute 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 of 1933, as amended (the "Securities Act") or any state securities law. 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. Any person considering making an investment decision relating to any securities must inform itself independently based solely on an offering memorandum to be provided to eligible investors in the future in connection with any such securities before taking any such investment decision. 

This announcement is directed only to holders of Old Notes who are (A) "qualified institutional buyers" as defined in Rule 144A under the Securities Act or (B) (x) outside the United States as defined in Regulation S under the Securities Act, (y) if located within a Member State of the European Economic Area ("EEA") or in the United Kingdom, "qualified investors" as defined in Regulation (EU) 2017/1129 (the "Prospectus Regulation") and (z) if outside the EEA or the UK, are eligible to receive this offer under the laws of its jurisdiction. No offer of any kind is being made to any beneficial owner of Old Bonds who does not meet the above criteria or any other beneficial owner located in a jurisdiction where the Exchange Offer solicitation is not permitted by law.

The distribution of materials relating to the Exchange Offer may be restricted by law in certain jurisdictions. The Exchange 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. If a jurisdiction requires that the Exchange Offer 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 Exchange Offer 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. 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 European Economic Area ("EEA"). For these purposes, (a) 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"); and (b) the expression "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the New Notes to be offered so as to enable an investor to decide to subscribe for the New Notes. 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 has been prepared and therefore otherwise 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.

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. For these purposes: (a) the expression retail investor means a person who is one (or more) of the following: (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); or (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 and (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; and (b) the expression an offer includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to subscribe for the New Notes. 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 Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

SOURCE Pampa Energía S.A.