Pan American Energy, S.L., Argentine Branch Announces 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")

Published: Jun. 29, 2022 at 10:55 AM MST

BUENOS AIRES, Argentina , June 29, 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" or "our"), today announced it has commenced an offer to exchange (the "Exchange Offer") any and all of its outstanding 5.000% Senior Notes due 2023 (the "Existing Notes") for its 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 below) (together, the "Exchange Offer Documents"). 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.

The following table sets forth certain material terms of the Exchange Offer:

Existing Notes


Description

CUSIP/ISIN

Principal Amount Outstanding

Exchange Consideration(1) 

5.000% Senior Notes due 2023(2)

Regulation S: CUSIP E7S78B AA0; ISIN USE7S78BAA00

Regulation D: CUSIP 69784D AA6; ISIN US69784DAA63

U.S.$120,000,000

U.S.$1,000 principal amount of the New Notes(3)

(1)   Per U.S.$1,000 principal amount of the Existing Notes validly tendered and accepted for exchange at or prior to the Expiration Date (as defined herein) (such New Notes, the "Exchange Consideration"). The Exchange Consideration does not include the Accrued Interest (as defined herein), which shall be paid in cash together with the Exchange Consideration.
(2)   The Existing Notes are currently listed and traded on the Bolsas y Mercados Argentinos S.A. (the "BYMA") through the Bolsa de Comercio de Buenos Aires (the "BCBA") acting in accordance with the authority delegated by the BYMA to the BCBA and traded on the Mercado Abierto Electrónico S.A.
(3)   To be issued in registered, global form and represented by one or more Regulation S Global Notes deposited with a common depositary for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, S.A. ("Clearstream").

The main purpose of the Exchange Offer is to provide Eligible Holders (as defined herein) with the opportunity to remain invested in the Issuer's debt securities by exchanging their Existing Notes for New Notes. The terms of the New Notes will be substantially identical to the terms of the Existing Notes, except primarily that the New Notes will provide an extended maturity and an increase in the rate at which interest will accrue. Regardless of the results of the Exchange Offer, the Existing Notes will mature on November 15, 2023, at which time the Issuer will fully repay any outstanding Existing Notes not tendered in the Exchange Offer, unless repurchased, redeemed or exchanged prior to maturity. Participation in the Exchange Offer is voluntary and there is no minimum or maximum tender amount for the Exchange Offer.

The tender of Existing Notes by an Eligible Holder pursuant to the procedures set forth in the Exchange Offer Memorandum and the acceptance thereof by the Issuer will constitute an agreement between such Eligible Holder and the Issuer in accordance with the terms and subject to the conditions set forth in the Exchange Offer Documents. The Existing Notes exchanged in the Exchange Offer will be cancelled.

To be eligible to receive the Exchange Consideration, Eligible Holders must validly tender their Existing Notes at or prior to 5:00 p.m. (New York City time) on July 15, 2022, unless extended by the Issuer in its sole discretion (such date and time, as may be extended, the "Expiration Date"). The deadlines set by any intermediary or relevant clearing system may be earlier than this deadline. Tenders of Existing Notes may not be withdrawn or revoked, unless required by applicable law. No alternative, conditional or contingent tenders will be accepted.

In addition to the Exchange Consideration, on the Settlement Date (as defined herein), Eligible Holders will be entitled to receive payment of accrued and unpaid interest from and including the interest payment date on November 15, 2021 to, but not including, the Settlement Date (rounded down to the nearest cent) paid in cash with respect to Existing Notes accepted for exchange (the "Accrued Interest"). Interest will cease to accrue on the Settlement Date for all Existing Notes accepted in the Exchange Offer. Tenders will be accepted and Accrued Interest will be paid through The Depository Trust Company ("DTC"). The delivery of New Notes will be made through Euroclear and Clearstream. Under no circumstances will any interest be payable because of any delay in the transmission of the Exchange Consideration or the Accrued Interest to Eligible Holders by DTC, Euroclear, Clearstream or any other clearing system.

Eligible Holders of the Existing Notes who are Argentine Entity Offerees or Non-Cooperating Jurisdiction Offerees may be subject to certain tax withholdings resulting from the exchange of their Existing Notes. See "The Exchange Offer—Additional Amounts" in the Exchange Offer Memorandum.

The Issuer expects to deliver the New Notes and Accrued Interest on July 21, 2022 in respect of Existing Notes which have been accepted for exchange in the Exchange Offer, which is the fourth business day after the Expiration Date (such date, as may be extended, the "Settlement Date").

To review the Exchange Offer Memorandum and participate in the Exchange Offer you must electronically submit an eligibility letter through the Eligibility Letter website (https://projects.morrowsodali.com/PanamericanenergyEligibility) (the "Eligibility Letter") certifying that you are an Eligible Holder. An "Eligible Holder" is a beneficial owner of Existing Notes that certifies that it is a person outside the United States (as defined in Rule 902 under the U.S. Securities Act of 1933, as amended (the "Securities Act")) who is: (A) not a "U.S. person" (as defined in Rule 902 under the Securities Act); and (B)(i) each person who is shown in the records of DTC as a holder of the Existing Notes (also referred to as "Direct Participants"); (ii) any broker, dealer, commercial bank, trust company or other nominee or intermediary who holds Existing Notes; or (iii) each beneficial owner of Existing Notes holding the Existing Notes, directly or indirectly, in accounts in the name of a Direct Participant or other nominee or intermediary acting on the beneficial owner's behalf.

The New Notes and the Guarantee have not been registered under the Securities Act. 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.

For a description of the terms of the New Notes, see the Exchange Offer Documents.

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 Argentine applicable laws and regulations.

The Issuer is registered as a frequent issuer (emisor frecuente) with the CNV, under Register No. 12, authorized by Dispositions No. DI-2020-34-APN-GE of the CNV dated July 3, 2020, No. DI-2020-42-APN-GE#CNV of the CNV dated September 4, 2020, No. DI-2021-9-APN-GE#CNV of the CNV dated March 29, 2021 and No. DI-2022-14-APN-GE#CNV of the CNV dated May 5, 2022 (together, the "Dispositions"). 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 New Notes will be offered in Argentina by means of an Argentine exchange prospectus supplement (suplemento de prospecto y canje) in the Spanish language, in accordance with the CNV Rules, containing substantially the same information as the Exchange Offer Memorandum, other than with respect to certain information required under the CNV's frequent issuer regime provided in General Resolution No.746/2018 of the CNV and the CNV Rules (the "Frequent Issuer Regime"). The CNV's authorizations mean only that the information requirements of the CNV have been satisfied. The CNV has not rendered any opinion in respect of the accuracy of the information contained in the Exchange Offer Memorandum or the Argentine exchange prospectus supplement. In making a decision to participate in the Exchange Offer, Eligible Holders must rely on their own review and examination of the Issuer. The Exchange Offer Memorandum is not intended for Eligible Holders in Argentina.

Eligible Holders in Argentina are urged to read, must follow the procedures set forth in, and must rely exclusively on, the Argentine exchange prospectus supplement.

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 Frequent Issuer Regime, in accordance with Section VIII, Chapter V, Title II of the CNV Rules. Neither the Exchange Offer Memorandum nor the Argentine exchange prospectus supplement have been previously reviewed or approved by the CNV. The Issuer will file the final documentation related 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.

The Exchange Offer is subject to certain conditions, as more fully described in the Exchange Offer Memorandum, which may be asserted or waived by the Issuer in full or in part in its sole discretion. The Issuer reserves the right to, subject to applicable law, amend or terminate the Exchange Offer at any time and to not accept for exchange any Existing Notes tendered under the Exchange Offer. The Issuer will give you notice of any amendments or termination if required by applicable law.

Subject to market conditions and in its sole discretion, the Issuer may, in the future, make an offering of debt securities that will be fungible with the New Notes. However, no assurance can be provided that any such offering will be made.

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.

To reimburse the time and cost of processing the tender of Existing Notes in the Exchange Offer, the Issuer will pay a processing fee to brokers acting on behalf of certain Eligible Holders. This processing fee will be payable to brokers only with respect to individual tenders of up to U.S.$250,000 aggregate principal amount of Existing Notes per each Eligible Holder and will be in an amount equal to 0.25% of the principal amount of such tendered Existing Notes that are accepted for exchange. See "The Exchange Offer—Processing Fee" in the Exchange Offer Memorandum for more information regarding eligibility requirements and the process brokers must follow to obtain the processing fee.

Eligible Holders tendering Existing Notes in Argentina through participants in Caja de Valores S.A. ("Caja de Valores") must also comply with the applicable procedures of, and deadlines specified by, Caja de Valores in connection with a tender of Existing Notes. Caja de Valores is a Direct Participant in DTC, Euroclear and Clearstream.

Neither the delivery of the Exchange Offer Memorandum nor any offer of New Notes made thereunder will, under any circumstances, imply that there has been no change in our affairs or that the information set forth in the Exchange Offer Memorandum is correct as of any date subsequent to the date of the Exchange Offer Memorandum.

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. The Exchange Offer is being made pursuant to the Exchange Offer Documents, copies of which will be 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 the Issuer accept exchanges of Existing Notes from holders in any jurisdiction in which it is unlawful to make such an offer.

Morrow Sodali International LLC is acting as the information and exchange agent (the "Information and Exchange Agent") for the Exchange Offer. 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.

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 this Exchange Offer Memorandum should be directed to the Information and Exchange Agent at its email address and telephone numbers set forth below or by accessing the Eligibility Letter website (https://projects.morrowsodali.com/PanamericanenergyEligibility).

DEALER MANAGERS

Itau BBA USA Securities, Inc.
540 Madison Avenue, 24th Floor

New York, New York 10022

United States of America

Telephone (U.S. Toll Free): +1 (888) 770-4828

Telephone (U.S.): +1 (212) 710-6749

Banco Santander, S.A.
Ciudad Grupo Santander

Avenida de Cantabria s/n

Edificio Encinar, planta baja

28660 Boadilla del Monte

Madrid, Spain

Email: tommaso.grospietro@gruposantander.com /

alex.pilkington@gruposantander.com

Tel: +44 (0) 7418 709 688 / +44 (0) 7708 315 191

Attention: Liability Management

INFORMATION AND EXCHANGE AGENT

E-mail: panamericanenergy@investor.morrowsodali.com

In Stamford:
333 Ludlow Street, South Tower, 5th Floor
Stamford, CT 06902
United States of America
Telephone: +1 203 609 4910

In London:
103 Wigmore Street
W1U 1QS, London
United Kingdom
Telephone: +44 20 4513 6933

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 no 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: panamericanenergy@investor.morrowsodali.com

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

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