Compañía General de Combustibles S.A. Announces the Commencement of the Tender Offer for its 9.500% Notes due 2021

BUENOS AIRES, Argentina, July 25, 2019 /PRNewswire/ -- Compañía General de Combustibles S.A. ("CGC") hereby announces that it has commenced a cash tender offer (the "Offer") for any and all of its outstanding 9.500% Senior Notes due November 7, 2021 (the "Notes").

The Offer is being made pursuant to an offer to purchase dated July 25, 2019 (the "Offer to Purchase") and the related notice of guaranteed delivery (the "Notice of Guaranteed Delivery" and, together with the Offer to Purchase, the "Offer Documents"), which set forth the terms of the Offer.

Global Bondholder Services Corporation is acting as the depositary (the "Depositary") and tender and information agent ("Tender and Information Agent") for the Offer. Citigroup Global Markets Inc. is acting as dealer manager (the "Dealer Manager") for the Offer. 

The total consideration for each U.S. $1,000 principal amount of Notes purchased pursuant to the Offer will be U.S.$1,000 per U.S. $1,000 principal amount of Notes (the "Tender Offer Consideration") payable only in respect of Notes validly tendered and not validly withdrawn at or prior to 5:00 P.M., New York City time, on July 31, 2019 (the "Expiration Time") that CGC accepts for purchase. Only Notes validly tendered and not validly withdrawn at or before the Expiration Time will be eligible to receive the Tender Offer Consideration.  In addition, CGC will pay accrued and unpaid interest and additional amounts, if any, in respect of any Notes purchased in the Offer from the last interest payment date to, but not including, the Payment Date (as defined below).

The following table sets forth certain terms of the Offer:

(1)  Per U.S.$1,000 principal amount of Notes that are validly tendered at or prior to the Expiration Time and that are accepted for purchase.

The principal purpose of the Offer is to acquire the outstanding Notes as part of a plan to refinance a portion of the Company's long-term debt due in 2021 with longer maturity financing. Subsequent to the commencement of the Offer, CGC intends to announce an offering (the "Financing Transaction") of a new series of notes (the "New Securities") to be issued by the Company in reliance on an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the "Securities Act"). CGC expects to use the net proceeds from the Financing Transaction (i) to pay the consideration for the Offer and accrued and unpaid interest on the Notes and (ii) the remainder, if any, for other uses in compliance with Article 36 of the Argentine Negotiable Obligations Law. The Offer is conditioned upon, among other things, the Company obtaining available funds sufficient to pay the Tender Offer Consideration with respect to all Notes to be accepted for payment, plus accrued and unpaid interest, and additional amounts, if any, which condition can be satisfied by the completion of the Financing Transaction. No assurance can be given that the Financing Transaction will be completed successfully. In no event will this announcement or the information contained in this announcement regarding the New Securities constitute an offer to sell or a solicitation of an offer to buy any New Securities.

Tendering Holders who wish to tender their Notes and subscribe for New Securities should quote an allocation identifier code ("Allocation Identifier Code"), which can be obtained by contacting the Dealer Manager, in their ATOP (as defined below) or Electronic Acceptance Instruction.  An Allocation Identifier Code is only relevant (but is not required) if a tendering Holder wishes to subscribe for New Securities and is not required for a Holder to tender its Notes.   The Allocation Identifier Code is only being provided to facilitate identification of Holders that may be interested in subscribing for New Securities and should not be considered consideration or an entitlement of any nature.

The receipt of an Allocation Identifier Code in conjunction with any tender of New Securities in the Offer is not an allocation of the New Securities.  In order to apply for the purchase of the relevant New Securities from the Company, such tendering Holders must make a separate application in respect of the New Securities for the purchase of such New Securities.  The Company will review tender instructions received on or prior to the Expiration Time and may give priority to those investors tendering with Allocation Identifier Codes in connection with the allocation of New Securities.  However, allocations of New Securities will be determined by the Company and the bookrunner in the Financing Transaction in their sole discretion and no assurances can be given that any Holder that tenders Notes and submits an Allocation Identifier Code will be given an allocation of New Securities at the levels it may subscribe for, or at all.

Holders will be permitted to withdraw tendered Notes at any time prior to the earlier of (i) the Expiration Time, and (ii) if the Offer is extended, the 10^th business day after the commencement of the Offer, by following the procedures described in the Offer Documents.  Notes subject to the Offer may also be validly withdrawn by following the procedures described in the Offer Documents if, for any reason, the Offer has not been consummated within 60 business days after commencement.

Holders who validly tender their Notes pursuant to the guaranteed delivery procedures described in the Offer Documents must deliver their Notes no later than 5:00 P.M., New York City time, on the second business day following the Expiration Time.

Subject to the terms and conditions of the Offer being satisfied or waived, and to its right to extend, amend, terminate or withdraw the Offer, CGC will, after the Expiration Time (the "Acceptance Date"), accept for purchase all Notes validly tendered at or before the Expiration Time and not validly withdrawn at or before the Withdrawal Deadline. CGC will pay the Tender Offer Consideration for Notes accepted for purchase at the Acceptance Date on a date (the "Payment Date") promptly following the Acceptance Date, which is expected to be four business days following the Expiration Time. Also, on the Payment Date, CGC will pay accrued and unpaid interest, and additional amounts, if any, from the last interest payment date to, but not including, the Payment Date, on Notes accepted for purchase at the Acceptance Date.

CGC's obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn pursuant to the Offer, is subject to the satisfaction or waiver of a number of conditions, including the Financing Condition (as defined in the Statement) and the General Conditions (as defined in the Statement). CGC reserves the right, subject to applicable law, in its sole discretion, to waive any of the conditions of the Offer, in whole or in part, at any time and from time to time.

CGC reserves the right, subject to applicable law, in its sole discretion, to (1) extend, terminate or withdraw the Offer at any time or (2) otherwise amend the Offer in any respect, without extending the Withdrawal Deadline. The foregoing rights are in addition to the right to delay acceptance for purchase of Notes tendered pursuant to the Offer or the payment of Notes accepted for purchase pursuant to the Offer in order to comply with any applicable law, subject to Rule 14e-1(c) under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), which requires that CGC pay the consideration offered or return the deposited Notes promptly after the termination or withdrawal of the Offer.

Notes tendered by or on behalf of persons that are (i) Argentine Entities (as defined in the Statement) or (ii) individuals, undivided estates or legal entities residing abroad who obtain Argentine source income that are residents in a "non-cooperating jurisdiction" for Argentine income tax purposes, or that acquired the Notes with funds originating in a non-cooperating jurisdiction must be accompanied in each case with such documentation as CGC may require to make the withholdings mandated by Argentine income tax regulations.

DISCLAIMER:

This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities.  The Offer is being made only pursuant to the Statement and related Notice of Guaranteed Delivery, copies of which will be delivered to Holders of Notes. 

THE STATEMENT AND THE RELATED NOTICE OF GUARANTEED DELIVERY SHOULD BE READ CAREFULLY BEFORE A DECISION IS MADE WITH RESPECT TO THE OFFER. NONE OF THE COMPANY, THE DEALER MANAGER, THE INFORMATION AGENT, THE TENDER AGENT, OR THE TRUSTEE MAKES ANY RECOMMENDATION AS TO WHETHER OR NOT HOLDERS OF NOTES SHOULD TENDER THEIR NOTES.

The Offer does not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not permitted by law or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.

In any jurisdiction where the securities, blue sky or other laws require tender offers to be made by a licensed broker or dealer and in which the dealer manager, or any affiliates thereof, are so licensed, the Offer will be deemed to have been made by any such dealer manager, or such affiliates, on behalf of the Company.

New notes offered pursuant to a subsequent offering have not been and will not be registered under the Securities Act 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.

Any offer or sale of new notes in any member state of the European Economic Area which has implemented Directive 2003/711/EC (the "Prospectus Directive") must be addressed to qualified investors (as defined in the Prospectus Directive). The new notes are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the European Economic Area. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU ("MiFID II"); or (ii) a customer within the meaning of Directive 2002/92/EC, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering, selling or distributing the new notes or otherwise making them available to retail investors in the European Economic Area has been prepared and therefore offering, selling or distributing the new notes or otherwise making them available to any retail investor in the European Economic Area may be unlawful under the PRIIPs Regulation.

The Information Agent for the Offer is:

Any question regarding the terms of the Offer should be directed to the Dealer Manager.

The Dealer Manager for the Offer is:

The Offer shall be available online at https://www.gbsc-usa.com/cgc until the consummation or termination of the Offer.

SOURCE Compañía General de Combustibles S.A.

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