MSU Energy Announces Modification of the Offer Cap for its Previously Announced Exchange Offer

BUENOS AIRES, Argentina, Nov. 25, 2024 /PRNewswire/ — MSU Energy S.A., a corporation (sociedad anónima) incorporated under the laws of the Republic of Argentina (“MSU Energy“), today announced the modification of the Offer Cap for its previously announced offer to exchange (the “Exchange Offer“) up to US$400 million in aggregate principal amount of its U.S.$600,000,000 aggregate principal amount outstanding 6.875% Senior Notes due 2025 (CUSIPs: 76706AAA2 (144A) / P8S12UAA3 (Reg S); ISINs: US76706AAA25 (144A) / USP8S12UAA35 (Reg S)) (the “Existing Notes“) for 9.750% Senior Secured Notes due 2030 (the “New Notes“), as more fully described in the exchange offer memorandum dated November 8, 2024 (the “Exchange Offer Memorandum” and, together with the Eligibility Letter, the “Exchange Offer Documents“). Capitalized terms not defined herein shall have the meanings ascribed to them in the Exchange Offer Memorandum.

Modification of the Original Offer Cap

The Offer Cap (the “Original Offer Cap“) is hereby modified, from U.S.$400 million aggregate principal amount of the Existing Notes, to U.S.$218,973,000 aggregate principal amount of the Existing Notes (the “Amended Offer Cap“). Accordingly, MSU Energy intends to accept for exchange a maximum of U.S.$218,973,000 aggregate principal amount of Existing Notes validly tendered (and not validly withdrawn) under the Exchange Offer, subject to the terms and conditions described in the Exchange Offer Memorandum.

The Early Participation Date occurred at 5:00 p.m., New York City time, on November 22, 2024. According to information provided by Morrow Sodali International LLC, trading as Sodali & Co, the information and exchange agent for the Exchange Offer (the “Information and Exchange Agent“), as of the Early Participation Date, US$243,303,000 aggregate principal amount of the Existing Notes were validly tendered (and not validly withdrawn). This amount is higher than the Amended Offer Cap. As a result, the Exchange Offer is fully subscribed and the Existing Notes tendered (and not validly withdrawn) at or prior to the Early Participation Date will be subject to proration, as described below. Eligible Holders who validly tender (and not validly withdraw) Existing Notes after the Early Participation Date and prior to the Expiration Date (as it may be extended at the sole discretion of MSU Energy subject to applicable law) will not have their Existing Notes accepted for exchange. 

MSU Energy will multiply the principal amount of each valid tender of Existing Notes by the applicable proration rate and round the resulting amount down to the nearest U.S.$1,000 principal amount in order to determine the principal amount of such tender that will be accepted pursuant to the Exchange Offer. MSU Energy may elect to accept or reject a tender of the Existing Notes in full if application of the proration factor will result in either (i) MSU Energy accepting tenders of Existing Notes from any Eligible Holder in a principal amount of less than U.S.$150,000 or (ii) the excess principal amount of the Existing Notes to be returned to any Eligible Holder as a result of proration is less than U.S.$150,000. Eligible Holders may obtain such information from the Exchange and Information Agent.

The information included herein under “Modification of the Original Offer Cap” shall be deemed to be incorporated by reference into the Exchange Offer Memorandum and shall be considered part of the Exchange Offer Memorandum as of the date hereof, unless superseded by information subsequently incorporated by reference into the Exchange Offer Memorandum.

Concurrent Offering

MSU Energy has priced today the Concurrent Offering of U.S.$176,647,540 aggregate principal amount of New Notes, which is expected to close on December 5, 2024. Upon consummation of the Concurrent Offering and the settlement of the Exchange Offer, the Financing Condition for the Exchange Offer shall be deemed to be satisfied.   

General Information

The New Notes are being offered for exchange only (1) to holders of Existing Notes that are “qualified institutional buyers” as defined in Rule 144A under U.S. Securities Act, as amended (the “Securities Act“), in a private transaction in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof and (2) outside the United States, to holders of Existing Notes other than “U.S. persons” (as defined in Rule 902 under the Securities Act, “U.S. Persons“) 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. Only holders who have submitted a duly completed and returned electronic Eligibility Letter certifying that they are within one of the categories described in the immediately preceding sentence are authorized to receive and review the Exchange Offer Memorandum and to participate in the Exchange Offer (such holders, “Eligible Holders“).

Once the amount of net proceeds to be received by MSU Energy from the Concurrent Offering is known, MSU Energy may amend the terms of the Exchange Offer (including after the Early Participation Date and the Withdrawal Date) in order to decrease the aggregate principal amount of Existing Notes sought under the Exchange Offer to the minimum aggregate principal amount of Existing Notes necessary so that the net cash proceeds from the Concurrent Offering together with the amount available for borrowing under MSU Energy’s Local Syndicated Loan will be sufficient to redeem or repay at maturity any Existing Notes that are not validly tendered and accepted for exchange pursuant to the Exchange Offer.

Although MSU Energy has no present intention to do so, it expressly reserves the right to amend or terminate, at any time, the Exchange Offer and to not accept for exchange any Existing Notes not theretofore accepted for exchange. MSU Energy will give notice of any amendments or termination if required by applicable law. 

If you do not exchange your Existing Notes or if you tender Existing Notes that are not accepted for exchange, they will remain outstanding. If MSU Energy consummates the Exchange Offer, the trading market for your outstanding Existing Notes may be significantly more limited. For a discussion of this and other risks, see “Risk Factors” in the Exchange Offer Memorandum.

This press release is qualified in its entirety by the Exchange Offer Documents.

None of MSU Energy, its board of directors, the Dealer Managers (as defined herein), the Information and Exchange Agent or the Existing Notes Trustee (as defined in the Exchange Offer Memorandum) with respect to the Existing Notes or any of their respective affiliates is making any recommendation as to whether Eligible Holders should exchange their Existing Notes in the Exchange Offer. Holders must make their own decision as to whether to participate in the Exchange Offer, and, if so, the principal amount of Existing Notes to exchange.

Neither the delivery of this announcement, the Exchange Offer Documents nor any purchase 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 or that there has been no change in the information set forth herein or therein or in MSU Energy’s affairs since the date hereof or thereof.

This press release is for informational purposes only and does not constitute an offer or an invitation to participate in the Exchange Offer. The Exchange Offer is being made pursuant to the Exchange Offer Documents (and, to the extent applicable, the local offering documents in Argentina), copies of which have been delivered to holders of the Existing Notes, and which set forth the complete terms and conditions of the Exchange Offer. Eligible Holders are urged to read the Exchange Offer Documents carefully before making any decision with respect to their Existing Notes. The Exchange Offer is not being made to, nor will MSU Energy accept exchanges of Existing Notes from holders in any jurisdiction in which it is unlawful to make such an offer.

When issued, the New Notes will not have been registered under the Securities Act or state securities laws 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 and applicable state securities laws.

Citigroup Global Markets Inc., Itau BBA USA Securities, Inc., J.P. Morgan Securities LLC and Santander US Capital Markets LLC are acting as dealer managers (the “Dealer Managers“) for the Exchange Offer.

For further information about the Exchange Offer, please log into the website https://projects.sodali.com/MSU. Alternatively, please contact the Information and Exchange Agent by email at [email protected]. Requests for documentation should be directed to the Information and Exchange Agent.

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 MSU Energy’s expectations regarding the performance of its 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 “believe,” “will,” “may,” “would,” “estimate,” “continues,” “anticipate,” “intend,” “should,” “plan,” “expect,” “seek,” “predict,” “potential” and similar words or phrases, or the negative of these terms or other similar expressions, are intended to identify estimates and forward-looking statements. Some of these statements include statements regarding our current intent, belief or expectations. While we consider these expectations and assumptions to be reasonable, forward-looking statements are subject to various risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. Forward-looking statements are not guarantees of future performance. Actual results may be substantially different from the expectations described in the forward-looking statements. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results.

SOURCE MSU Energy

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