Edenor Announces an Exchange and Tender Offer for Any and All of its Outstanding 10.5% Notes Due 2017

BUENOS AIRES, Argentina, Oct. 1 /PRNewswire/ -- Edenor S.A. (Empresa Distribuidora y Comercializadora Norte S.A.) (the "Company") announced today that it has commenced an offer to exchange any and all outstanding 10.5% Senior Notes due 2017 (the "Existing Notes") for 9.75% Senior Notes due 2022 (the "New Notes"), plus cash (the "Exchange Offer") and an offer to purchase for cash any and all outstanding Existing Notes (the "Offer to Purchase") (collectively, the "Offers").  In addition, the Company has announced an offering of the New Notes for cash (the "Concurrent Offer"). The proceeds of the Concurrent Offer will be used to finance the Offer to Purchase.

The Offers

The Offers will expire at 5:00 P.M., New York City Time, on November 1, 2010 unless extended (such time and date, as the same may be extended, the "Expiration Time").  Holders who validly tender Existing Notes by 11:00 A.M., New York City Time, on October 15, 2010, unless extended (such time and date, as the same may be extended, the "Early Participation Deadline"), will receive the applicable Total Consideration (as described below). Holders who validly tender Existing Notes after the Early Participation Deadline, but on or prior to the Expiration Time, will receive the applicable Consideration (as described below).

Holders of Existing Notes who validly tender Existing Notes in the Offer to Purchase, and whose tender is accepted by the Company, will receive, for each U.S. $1,000 principal amount of Existing Notes tendered, an amount in cash in U.S. dollars equal to:

• in the case of Existing Notes tendered before the Early Participation Deadline, U.S.$1,060 (the "Total Cash Consideration"); and
• in the case of Existing Notes tendered after the Early Participation Deadline, but on or before the Expiration Time, U.S.$1,045 (the "Cash Consideration").

Holders of Existing Notes who validly tender Existing Notes in the Exchange Offer, and whose tender is accepted by the Company, will receive, in exchange for each U.S.$1,000 principal amount of Existing Notes exchanged, an original principal amount of New Notes equal to:

• in the case of Existing Notes tendered before the Early Participation Deadline, U.S. $1,030 principal amount of New Notes and U.S.$70.90 cash, plus additional cash amounts in lieu of any fractional New Notes (the "Total Exchange Consideration," and together with the Total Cash Consideration, the "Total Consideration"); and
• in the case of Existing Notes tendered after the Early Participation Deadline, but on or before the Expiration Time, U.S.$1,030 principal amount of New Notes and U.S.$50.90 cash, plus additional cash amounts in lieu of any fractional New Notes (the "Exchange Consideration," and together with the Cash Consideration, the "Consideration").

The terms and conditions of the Offers are set forth in an offering memorandum dated October 1, 2010.  The Company may amend, extend or terminate the Offers.

The Offers are being made only to holders who have properly completed, executed and delivered to the information agent an eligibility letter, whereby such holder has represented to the Company that it is (i) a "qualified institutional buyer," or "QIB," as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") or (ii) a "non-U.S. Person" (as defined in Regulation S under the Securities Act).

Settlement

The settlements of the Offers are conditioned on the issuance of at least U.S.$150 million aggregate principal amount of New Notes on the Early Settlement Date in the Concurrent Offer and the Exchange Offer taken together.  

The Company expects that payment for all Existing Notes validly tendered prior to the Early Participation Deadline and accepted by the Company and payment for New Notes sold pursuant to the Concurrent Offer will be made on the sixth business day following the Early Participation Deadline (the "Early Settlement Date").  The Company expects the Early Settlement Date (subject to any extension of the Early Participation Deadline) to be October 25, 2010.

Payment for all Existing Notes validly tendered after the Early Participation Deadline and prior to the Expiration Time and accepted by the Company will be made on the third business day following the Expiration Time (the "Final Settlement Date").  The Company expects the Final Settlement Date (subject to any extension of the Expiration Time) to be November 4, 2010.

THE NEW NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS.

Global Bondholder Services Corporation has been appointed as the information agent and the exchange agent for the Offers.  Holders may contact the information agent to request the eligibility letter toll free at (866) 470-4200 or collect at (212) 430-3774.

www.edenor.com.ar

SOURCE Edenor S.A.