Pan American Energy, S.L., Argentine Branch Announces Expiration and Results of the Offer to Exchange Any and All of its Outstanding 5.000% Senior Notes due 2023 for newly-issued 7.250% Senior Notes due 2025 (the "New Notes")

BUENOS AIRES, Argentina, July 18, 2022 /PRNewswire/ -- Pan American Energy, S.L., Argentine Branch (the "Issuer"), a branch of Pan American Energy, S.L., a Spanish limited liability company ("Pan American" and, together with the Issuer, "we," "us" or "our"), today announced the expiration of its offer to exchange (the "Exchange Offer") any and all of its outstanding 5.000% Senior Notes due 2023 (the "Existing Notes") (CUSIPs: E7S78B AA0 (Reg S) / 69784D AA6 (Reg D); ISINs: USE7S78BAA00 (Reg S) / US69784DAA63 (Reg D)) for New Notes, upon the terms and subject to the conditions set forth in the Exchange Offer Memorandum (the "Exchange Offer Memorandum"), dated June 29, 2022, and the related Eligibility Letter (as defined in the Exchange Offer Memorandum) (together, the "Exchange Offer Documents"), which had been previously announced on June 29, 2022. Pan American will provide a full and unconditional guarantee in the form of a debt recognition obligation (the "Guarantee") in respect of the New Notes. Capitalized terms not defined herein shall have the meaning ascribed to them in the Exchange Offer Documents.

Morrow Sodali International LLC, acting as information and exchange agent (the "Information and Exchange Agent") for the Exchange Offer, advised us that, as of 5:00 p.m. (New York City time) on July 15, 2022 (the "Expiration Date"), US$105,152,000 aggregate principal amount of the Existing Notes had been validly tendered for exchange, representing 87.63% of the principal amount of the outstanding Existing Notes. The Issuer expects to consummate the Exchange Offer on or about July 21, 2022. Accrued Interest on Existing Notes validly tendered and accepted for exchange will be paid through The Depository Trust Company and the delivery of New Notes issued in exchange for Existing Notes validly tendered and accepted for exchange will be made through Euroclear Bank SA/NV and Clearstream Banking, S.A.

The New Notes and the Guarantee have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws. The New Notes are being offered for exchange only 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.

The New Notes will constitute non-convertible negotiable obligations (obligaciones negociables) under Argentine Negotiable Obligations Law No. 23,576, as amended and supplemented (the "Negotiable Obligations Law"), will be entitled to the benefits set forth therein and subject to the procedural requirements established therein, and will be issued and placed in accordance with such law, Law No. 26,831, as amended and supplemented, including Law No. 27,440, as amended and supplemented, General Resolution No. 622/2013 issued by the Comisión Nacional de Valores (the "CNV"), as amended and supplemented (the "CNV Rules"), and any other applicable Argentine laws and regulations.

The Issuer is registered as a frequent issuer (emisor frecuente) with the CNV, under Register No. 12, authorized by Disposition Nos. DI-2020-34-APN-GE of the CNV dated July 3, 2020, DI-2020-42-APN-GE#CNV of the CNV dated September 4, 2020, DI-2021-9-APN-GE#CNV of the CNV dated March 29, 2021 and DI-2022-14-APN-GE#CNV of the CNV dated May 5, 2022. The Issuer has registered with the CNV a U.S.$3,000,000,000 (or the equivalent amount in other currencies or units of value) Argentine frequent issuer prospectus dated May 6, 2022. 

The public offering of the New Notes in Argentina is included in the authorization that the CNV granted to the Issuer to issue notes under the CNV's frequent issuer regime provided in General Resolution No. 746/2018 of the CNV and the CNV Rules, in accordance with Section VIII, Chapter V, Title II of the CNV Rules. The CNV's authorization means only that the information requirements of the CNV have been satisfied. Neither the Exchange Offer Memorandum nor the Argentine exchange prospectus supplement (suplemento de prospecto y canje) have been previously reviewed or approved by the CNV. The Issuer will file the final documentation relating to the New Notes with the CNV within five Argentine business days of the Expiration Date, in accordance with Article 74, Section VIII, Title II, Chapter V of the CNV Rules.

This press release is qualified in its entirety by the Exchange Offer Documents. This press release is for informational purposes only and does not constitute an offer or an invitation to participate in the Exchange Offer. Neither the delivery of this announcement, the Exchange Offer Documents nor any tender or exchange pursuant to the Exchange Offer shall under any circumstances create any implication that the information contained in this announcement or the Exchange Offer Documents is correct as of any time subsequent to the date hereof or thereof, as applicable, or that there has been no change in the information set forth herein or therein or in the Issuer's affairs since the date hereof or thereof, as applicable.

Itau BBA USA Securities, Inc. and Banco Santander, S.A. are acting as dealer managers (the "Dealer Managers") for the Exchange Offer outside of Argentina. Banco Itaú Argentina S.A. and Banco Santander Argentina S.A. are acting as dealer managers (the "Argentine Dealer Managers") for the Exchange Offer in Argentina.

None of the Issuer, Pan American, the Dealer Managers, the Argentine Dealer Managers, the trustee for the Existing Notes, the trustee for the New Notes or the Information and Exchange Agent makes any recommendation as to whether or not Eligible Holders of Existing Notes should participate in the Exchange Offer.

For further information about the terms of the Exchange Offer, please contact the Dealer Managers at their addresses and telephone numbers set forth below. Questions relating to the terms of the Exchange Offer by Eligible Holders in Argentina should be directed to the Argentine Dealer Managers. Questions concerning tender procedures and requests for additional copies of the Exchange Offer Memorandum should be directed to the Information and Exchange Agent at its e-mail address and telephone numbers set forth below or by accessing the Eligibility Letter website (https://projects.morrowsodali.com/PanamericanenergyEligibility).

DEALER MANAGERS

INFORMATION AND EXCHANGE AGENT

E-mail: [email protected]

About Pan American

Pan American is a leading integrated energy company with upstream and downstream operations in Argentina, as well as upstream operations in Bolivia and Mexico. We are engaged primarily in the exploration, development and production of crude oil and natural gas, the refining of crude oil and the distribution and marketing of refined products. We are also engaged in oil and gas services and power generation including renewable energy projects in Argentina and Brazil.

Forward Looking Statements

This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, statements related to our expectations regarding the performance of our business, financial results, liquidity and capital resources, contingencies and other non-historical statements. You can identify these forward-looking statements by the use of words such as "believes," "expects," "potential," "continues," "may," "will," "should," "seeks," "approximately," "predicts," "intends," "plans," "estimates," "anticipates" or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks, uncertainties and assumptions. These statements should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this press release and in the Exchange Offer Documents. Neither the Issuer nor Pan American undertake any obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.

Investor Relations

Contact: Pan American Energy, S.L., Argentine Branch.
Av. Leandro N. Alem 1180 (C1001AAT
Buenos Aires, Argentina
(+5411) 4310-4100
https://www.pan-energy.com/ 

Contact: Michael Truscelli 
Phone:  +1 203 609 4910 
Email: [email protected]

SOURCE Pan American Energy, S.L., Argentine Branch