PAMPA ENERGÍA S.A. COMMENCES TENDER OFFER FOR ANY AND ALL OF ITS OUTSTANDING SERIES 1 7.500% NOTES DUE 2027

BUENOS AIRES, Argentina, Aug. 26, 2024 /PRNewswire/ -- Pampa Energía S.A. ("Pampa", the "Company" or "we") today announced that it has commenced a cash tender offer (the "Offer"), on the terms and subject to the conditions set forth in the Company's Offer to Purchase for Cash dated August 26, 2024 (the "Offer to Purchase"), for any and all of its outstanding Series 1 7.500% Notes due 2027 (the "Notes").

The Offer to Purchase more fully sets forth the terms of the Offer.

Principal terms relating to the Offer are listed in the table below:

(1)     Including U.S.$153 million principal amount of Notes which are held by a third party lender of the Company as security for such financing.
(2)     Per U.S.$1,000 principal amount of Notes validly tendered and accepted for purchase.  The Offer Consideration does not include accrued interest.
(3)     Holders will also receive accrued interest from and including the last interest payment date for the Notes up to but not including the Settlement Date (as defined below).

The Offer will expire at 8:00 a.m., New York City time, on September 5, 2024, unless extended or terminated earlier at the sole discretion of the Company (such date and time, as it may be extended or terminated earlier, the "Expiration Time").

Subject to the satisfaction of the terms and conditions set forth in the Offer to Purchase, holders validly tendering and not withdrawing their Notes pursuant to the Offer will be entitled to receive U.S.$1,000 per U.S.$1,000 principal amount of the Notes tendered (the "Offer Consideration"), on a date promptly following the Expiration Time (the "Settlement Date") (which date is expected to occur within three business days of the Expiration Time, but which may change without notice). The settlement date in respect of Notes for which a properly completed guaranteed delivery instruction is submitted at or prior to the Expiration Time and which are validly tendered at or prior to the guaranteed delivery deadline using the guaranteed delivery procedures set forth in the Offer to Purchase and that are accepted by the Company for purchase in the Offer is expected to be the Settlement Date.

Tendered Notes may be validly withdrawn from the Offer at any time (i) at or prior to the Expiration Time, unless extended by the Company in its sole discretion, and (ii) after the 60^th business day after commencement of the Offer if for any reason the Offer has not been consummated within 60 business days after commencement.

The Company's obligation to accept for purchase and to pay for Notes validly tendered and not withdrawn pursuant to the Offer is subject to the satisfaction or waiver, in the Company's discretion, of certain conditions, which are more fully described in the Offer, including (i) the financing condition requiring the successful completion of the Company's concurrent offering of notes (the "New Notes") on terms and conditions satisfactory to the Company, and (ii) other general conditions described in the Offer to Purchase.

The Company has retained Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Santander US Capital Markets LLC. to serve as the dealer managers (the "Dealer Managers") for the Offer, and Banco Santander Argentina S.A. and Banco de Galicia y Buenos Aires S.A.U. to act as local information agents in Argentina (the "Argentine Information Agents"). Questions regarding the Offer may be directed to Citigroup Global Markets Inc. at (212) 723-6106 (collect) or (800) 558-3785 (toll-free), Deutsche Bank Securities Inc. at (212) 250-2955 (collect) or (866) 627-0391 (toll-free), J.P. Morgan Securities LLC at (212) 834-7279 (collect) or at (866) 846-2874 (toll-free) and/or to Santander US Capital Markets LLC at (212) 350-0660 (collect) or at (855) 404-3636 (toll-free).

Requests for documents may be directed to Morrow Sodali International LLC, trading as Sodali & Co, the information and tender agent for the Offer (the "Information and Tender Agent"), by e-mail at [email protected], or by telephone in Stamford at +1 203 658 9457 or in London at +44 20 4513 6933.

Documents relating to the Offer, including the Offer to Purchase and guaranteed delivery instruction, are also available at https://projects.sodali.com/pampa.

None of the Company, the Dealer Managers, the Argentine Information Agents or the Information and Tender Agent make any recommendations as to whether holders should tender their Notes pursuant to the Offer, and no one has been authorized by any of them to make such recommendations. Holders must make their own decisions as to whether to tender their Notes, and, if so, the principal amount of Notes to tender.

This press release is for informational purposes only and is not a recommendation and is not an offer to sell or a solicitation of an offer to buy any security. The Offer is being made solely pursuant to the offer documents.

The Offer does not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not permitted by law or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.

In any jurisdiction where the securities, blue sky or other laws require tender offers to be made by a licensed broker or dealer and in which the dealer managers, or any affiliates thereof, are so licensed, the Offer will be deemed to have been made by any such dealer managers, or such affiliates, on behalf of the Company.

The New Notes offered pursuant to the concurrent offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

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.

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 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 in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "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 in the United Kingdom 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 in the United Kingdom by virtue of the EUWA (as amended, the "UK Prospectus Regulation"). Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law in the United Kingdom 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 United Kingdom has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, as amended. Actual results may differ materially from those reflected in the forward-looking statements. We undertake no obligation to update any forward-looking statement or other information contained in this press release to reflect events or circumstances occurring after the date of this press release or to reflect the occurrence of unanticipated events or circumstances, including, without limitation, changes in our business or acquisition strategy or planned capital expenditures, or to reflect the occurrence of unanticipated events.

About Pampa

Pampa is an Argentine leading independent energy company, participating in the electricity and gas businesses. We and our subsidiaries, joint ventures and affiliates are engaged in the generation and transmission of electricity, exploration, production, commercialization and transportation of oil and gas, and production of petrochemical products.  Our shares are traded on the New York Stock Exchange and the Bolsas y Mercados Argentinos S.A.

For further information, see our website www.pampa.com or contact:

Investor Relations
Phone: +54‑11‑4344-6000
Email: [email protected]

SOURCE Pampa Energía S.A.