Cision PR Newswire
MSU Energy Announces Early Participation Date Results of its Exchange Offer for up to U.S.$400 million in aggregate principal amount of its 6.875% Senior Notes due 2025
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 results as of the Early Participation Date (as defined below) of 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.
Early Participation Date Results
The Early Participation Date with respect to the Exchange Offer occurred at 5:00 p.m., New York City time, on November 22, 2024 (such time and date, the "Early Participation Date"). 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Agent"), US$243,303,000 aggregate principal amount of the Existing Notes were validly tendered and were not validly withdrawn prior to or at the Early Participation Date, which represents 40.55% of the outstanding aggregate principal amount of the Existing Notes. As of the Early Participation Date, the Minimum Exchange Condition has been satisfied.
The consummation of the Exchange Offer is conditioned upon, among other things, the completion of a concurrent offering of New Notes for cash (the "Concurrent Offering") yielding net cash proceeds that, together with the US$222.0 million available for borrowing under MSU Energy's Local Syndicated Loan dated November 7, 2024, will be sufficient to redeem any Existing Notes that are not validly tendered and accepted for exchange pursuant to the Exchange Offer (the "Financing Condition"). If no additional Existing Notes were to be tendered after the Early Participation Date, the Concurrent Offering would need to yield net cash proceeds of at least US$134,697,000 in order to satisfy the Financing Condition.
Eligible Holders who have not already done so may tender their Existing Notes for exchange until 5:00 p.m., New York City time, on December 10, 2024 (such date and time, as the same may be extended, the "Expiration Date"). Concurrently with the Early Participation Date, the Withdrawal Date has also occurred. As a result, any Existing Notes validly tendered on or after the Early Participation Date and prior to the Expiration Date may not be withdrawn.
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.
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 MSU@investor.sodali.com. 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.
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