TRANSPORTADORA DE GAS INTERNACIONAL COMMENCES PARTIAL TENDER OFFER FOR ITS NOTES MATURING IN 2028

BOGOTÁ, Colombia, Sept. 26, 2022 /PRNewswire/ -- Transportadora de Gas Internacional S.A. E.S.P. ("TGI"), announced today that it has commenced a partial cash tender offer (the "Offer") for up to U.S.$150,000,000 in aggregate principal amount (the "Maximum Tender Amount") of its outstanding 5.550% Senior Notes due 2028 (CUSIP: 89387Y AC5 (144A) / P93077 AC2 (REG S) ISIN: US89387YAC57 (144A) / USP93077AC28 (REG S) (the "Notes").

Offer

The Offer will expire at 11:59 p.m., New York City time, on October 24, 2022, unless extended or earlier terminated (such time, as may be extended, the "Expiration Date"). Holders who validly tender their Notes at or prior to 5:00 p.m., New York City time, on October 7, 2022 (the "Early Tender Date"), will be eligible to receive the applicable price per U.S.$1,000 principal amount set forth in the table below, plus accrued and unpaid interest on the Notes ("Accrued Interest") from, and including, the last interest payment date to, but not including, the applicable Settlement Date (as defined in the Offer to Purchase, dated the date hereof, the "Offer to Purchase").

The following table summarizes certain pricing terms of the Offer:

Completion of the Offer is subject to customary conditions. Initial settlement of the Notes that have been validly tendered at or prior to the Early Tender Date (and accepted for payment), subject to the Maximum Tender Amount, is expected to occur, if TGI elects to do so, on the second business day following the Early Tender Date, unless the Offer is terminated prior to such date. Final settlement of any Notes that have been validly tendered after the Early Tender Date but at or prior to the Expiration Date (and accepted for payment), subject to the Maximum Tender Amount, is expected to occur on the second business day following the Expiration Date, unless the Offer is terminated prior to such date. Tendered Notes may be withdrawn at any time at or prior to the Early Tender Date.

The amount of Notes that may be purchased in the Offer is subject to the Maximum Tender Amount. Tendered Notes may be subject to proration if the aggregate purchase price of Notes validly tendered and not validly withdrawn in the Offer exceeds the Maximum Tender Amount, subject to disclosure and other requirements under applicable law. TGI reserves the right to increase or decrease the Maximum Tender Amount. All Notes tendered at or prior to the Early Tender Date will have priority over Notes tendered after the Early Tender Date.

A separate tender instruction must be submitted on behalf of each beneficial owner due to potential proration.

TGI reserves the absolute right to amend or terminate the Offer in its sole discretion, subject to disclosure and other requirements as required by applicable law. In the event of termination of the Offer, Notes tendered and not accepted for purchase pursuant to the Offer will be promptly returned to the tendering holders. The complete terms and conditions of the Offer are described in the Offer to Purchase, a copy of which may be obtained from Morrow Sodali International LLC, the tender agent and information agent (the "Tender and Information Agent") for the Offer, at https://projects.morrowsodali.com/tgi, [email protected], by telephone at +1 203 609 4910 (Stamford), +44 20 4513 6933 (London) or +852 2319 4130 (Hong Kong) or in writing at 333 Ludlow Street, South Tower, 5th Floor, 06902, Stamford, USA, Attention: Debt Services team.

TGI has engaged Itau BBA USA Securities, Inc. to act as the dealer manager (the "Dealer Manager") in connection with the Offer. Questions regarding the terms of the Offer may be directed to the Dealer Manager at +1 (888) 770-4828 (U.S. Toll Free) or +1 (212) 710-6749 (collect).

Disclaimer

None of TGI, the Dealer Manager, the Tender and Information Agent or the trustee for the Notes, or any of their respective affiliates, is making any recommendation as to whether holders should or should not tender any Notes in response to the Offer or expressing any opinion as to whether the terms of the Offer are fair to any holder. Holders must make their own decision as to whether to tender any of their Notes and, if so, the purchase price of Notes to tender. Please refer to the Offer to Purchase for a description of the offer terms, conditions, disclaimers and other information applicable to the Offer.

This press release is for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell any securities. The Offer is being made solely by means of the Offer to Purchase. The Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In those jurisdictions where the securities, blue sky or other laws require any tender offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of TGI by the Dealer Manager or one or more registered brokers or dealers licensed under the laws of such jurisdiction.

This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the United States Securities Exchange Act of 1934, as amended, including those related to the Offer. Forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future, and, accordingly, such results may differ from those expressed in any forward-looking statements. TGI is not under any obligation to (and expressly disclaims any such obligation to) update forward-looking statements as a result of new information, future events or otherwise, except as required by law.

Investor Relations

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About TGI

TGI is a stock corporation (sociedad anónima) organized as a public utility company (empresa de servicios públicos) under the laws of Colombia.  As of December 31, 2021, TGI was the largest natural gas transportation company in Colombia, in terms of number of kilometers of pipeline assets, according to the Colombian Mining and Energy Planning Unit (Unidad de Planeación Minero Energética).  For the year ended December 31, 2021, TGI delivered approximately 55.9% of the total natural gas transported in Colombia. TGI's pipeline system (the "TGI Pipeline System") consists of nine main pipelines (including secondary branches and loops) with a net transportation capacity of 849.4 MMpcd.  The total length of TGI's Pipeline System is approximately 4,033 km.

Important Notice

The distribution of materials relating to the Offer and the transactions contemplated by the Offer may be restricted by law in certain jurisdictions. The Offer is void in all jurisdictions where it is prohibited. If materials relating to the Offer come into a holder's possession, the holder is required by TGI to inform itself of and to observe all of these restrictions. The materials relating to 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 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 Offer, as the case may be, shall be deemed to be made by the Dealer Manager or such affiliate on behalf of TGI in that jurisdiction. Owners who may lawfully participate in the Offer in accordance with the terms thereof are referred to as "holders."

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any state or other jurisdiction in which such offer or solicitation would be unlawful.

Media Contact

Michael Truscelli
+1-203-609-4910

SOURCE Transportadora de Gas Internacional S.A. E.S.P. (“TGI”)