Generación Mediterránea S.A. and Central Térmica Roca S.A. Announces the Commencement of Offer to Exchange any and all of their 13.250% Senior Secured Notes due 2026, 12.50% Senior Secured Notes due 2027, and 9.625% Senior Notes due 2027 for their newly issued 11.00% Senior Secured Notes due 2031 and related Solicitations of Consents

BUENOS AIRES, Argentina, Oct. 9, 2024 /PRNewswire/ -- Generación Mediterránea S.A. ("GEMSA") and Central Térmica Roca S.A. ("CTR" and, together with GEMSA, the "Companies") announced today the commencement of an offer to Eligible Holders (as such terms are defined below) to exchange any and all of the Companies' outstanding 13.250% Senior Secured Notes due 2026 (the "2026 Secured Notes"), 12.50% Senior Secured Notes due 2027 (the "2027 Secured Notes" and, together with the 2026 Secured Notes, the "Secured Notes"), and 9.625% Senior Notes due 2027 (the "Unsecured Notes" and, together with the Secured Notes, the "Existing Notes") for the Companies' newly issued 11.00% Senior Secured Notes due 2031 (the "New Notes"), to be guaranteed by Albanesi Energía S.A. (the "Exchange Offer"):

The Companies concurrently announced that they are soliciting consents (the "Consent Solicitations") from Eligible Holders to (i) amend certain provisions of the indenture governing the Unsecured Notes, to among other matters, substantially eliminate certain restrictive covenants and events of default with respect to the Unsecured Notes (the "Unsecured Notes Proposed Amendments"), and, to substantially eliminate the restrictive covenants and certain events of default with respect to the Secured Notes (the "Secured Notes Proposed Amendments", and together with the Unsecured Notes Proposed Amendments, the "Proposed Amendments"), and to release all of the collateral securing the Secured Notes and to execute documents necessary to release all of the collateral securing the Secured Notes (the "Secured Notes Proposed Amendment to Release Collateral") 

The adoption of the Unsecured Notes Proposed Amendments requires the affirmative consent of the holders representing more than 50% of the aggregate principal amount of the Unsecured Notes then outstanding. The adoption of the Secured Notes Proposed Amendments requires the affirmative consent of the holders representing more than 50% of the aggregate principal amount of the 2026 Secured Notes then outstanding and the affirmative consent of the holders representing more than 50% of the aggregate principal amount of the 2027 Secured Notes then outstanding. The adoption of the Secured Notes Proposed Amendment to Release Collateral requires the affirmative consent of the holders representing at least 85% of the aggregate principal amount of the 2026 Secured Notes then outstanding and the affirmative consent of the holders representing at least 85% of the aggregate principal amount of the 2027 Secured Notes then outstanding.

The Proposed Amendments, if they become operative, may have adverse consequences for Eligible Holders that do not tender their Existing Notes in the Exchange Offer.

The consummation of the Offer and Solicitation is conditioned upon, among other conditions, to the satisfaction of, having more than 50% of the principal amount of holders of the Unsecured Notes being validly tendered (and not validly withdrawn) and accepted in the Offer and Solicitation on or prior to the Expiration Date, subject to waiver by the company.

The Exchange Offer and the Consent Solicitations are made pursuant to the terms subject to the conditions set forth in a confidential Exchange Offer Memorandum and Consent Solicitation Statement, dated October 9, 2024 (the "Exchange Offer Memorandum").

Only holders of Existing Notes who have returned a duly completed eligibility letter (the "Eligibility Letter") certifying that such holder is either (1) a "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"); or (2) a person other than "U.S. persons" (as defined in Rule 902 of Regulation S under the Securities Act) and who are not acquiring New Notes for the account or benefit of a U.S. person, in an offshore transaction in compliance with Regulation S under the Securities Act, are authorized to receive and review this Exchange Offer Memorandum and to participate in the Exchange Offer and Consent Solicitation (such holders, the "Eligible Holders").

The Exchange Offer and the Consent Solicitations will expire at 5:00 p.m. (New York City time) on November 7, 2024, unless extended (such time and date, as it may be extended, the "Expiration Date"). Eligible Holders who validly tender (and do not validly withdraw) their Existing Notes for exchange and deliver their consents to the Proposed Amendments at or prior to 5:00 p.m. (New York City time) on October 23, 2024, unless extended (such date and time, including as extended, the "Early Tender Deadline"), will be eligible to receive the Early Exchange Consideration, which includes an Early Tender Premium (each as defined on the Exchange Offer Memorandum). Eligible Holders who validly tender Existing Notes after the Early Tender Deadline but at or prior to the Expiration Date will not be eligible to receive the Early Tender Premium and will therefore only be eligible to receive the Late Exchange Consideration.

Eligible Holders may not tender their Existing Notes without delivering their consents pursuant to the Consent Solicitation and may not deliver their consents without tendering their Existing Notes pursuant to the Exchange Offer.  The valid tender of Existing Notes by an Eligible Holder pursuant to the Exchange Offer will be deemed to constitute the valid delivery of a consent by such Eligible Holder to the Proposed Amendments. No separate consent payment or fee is being offered or will be paid to Eligible Holders in the Consent Solicitation.

Any Existing Notes that have been validly tendered pursuant to the Exchange Offer may be validly withdrawn, and the related consents for the Proposed Amendments that have been validly delivered may be validly revoked, at any time at or prior to the Early Tender Deadline but not thereafter, except as may be required by applicable law.

If and when issued, the New Notes will be issued under the Companies' existing US$1,000,000,000 program for the issuance of non-convertible notes and pursuant to the terms and conditions approved by the shareholders and board meetings of the Companies. Our note program was approved by our shareholders on August 8, 2017, February 4, 2019, August 5, 2020, April 19, 2022 and May 16, 2023, by our board of directors on August 10, 2018, February 4, 2019, August 5, 2020, February 19, 2021, April 19, 2022, May 22, 2023 and January 14, 2024 and authorized by the CNV by Resolution No. RESFC-2017-18947-APN-DIR#CNV, dated September 26, 2017, Resolution No. RESFC-2019-20111-APN-DIR#CNV dated March 8, 2019, Disposition No. DI-2020-43-APNGE# CNV dated September 10, 2020, Disposition No. DI-2021-2-APN-GE#CNV dated February 23, 2023, Disposition No. DI-2022-28-APN-GE#CNV dated June 2, 2022, Disposition No. DI-2023-31-APN-GE#CNV dated July 5, 2023, and Disposition No. DI2024-11-APN-GE#CNV dated February 23, 2024 (such note program, as amended from time to time, the "Argentine Prospectus"). The CNV authorization of the Argentine Prospectus means only that the information contained in the Argentine Prospectus relating to the public offering of the New Notes complies with the information requirements of the CNV. In Argentina, the New Notes will be offered under the pricing supplement, in the Spanish language (the "Argentine Pricing Supplement" and, together with the Argentine Prospectus, the "Argentine Offering Documents"), which is not subject to prior approval by the CNV. The CNV has not rendered and will not render any opinion with respect to the accuracy of the information contained in the Argentine Offering Documents.

Only Eligible Holders of Existing Notes are authorized to receive and review the Exchange Offer Memorandum and to participate in the Exchange Offer and the Consent Solicitations. The Exchange Offer Memorandum will be distributed only to Eligible Holders of Existing Notes who validly complete and submit an electronic letter of eligibility (the "Eligibility Letter") certifying that they satisfy the eligibility requirements for purposes of the Exchange Offer. Eligible Holders who desire to complete an electronic eligibility letter should access the website https://projects.sodali.com/albanesi (the "Exchange Offer Website") operated by Morrow Sodali International LLC, trading as Sodali & Co, the information and exchange agent's website for the Exchange Offer and the Consent Solicitations (the "Information and Exchange Agent").

The New Notes will be subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and other applicable securities laws, pursuant to registration or exemption therefrom.

The Companies' obligation to accept and exchange the Existing Notes of any series validly tendered in the Exchange Offer and the Consent Solicitations is subject to the satisfaction or waiver of certain conditions, including, among others: (i) having more than 50% of the principal amount of holders of the outstanding Unsecured Notes validly tendered (and not validly withdrawn) and accepted in the Exchange Offer and the Consent Solicitation on or prior to the Expiration Date, and (ii) the delivery of the Requisite Consents at or prior to the Expiration Date and the execution and delivery of the Supplemental Indenture by the parties thereto.

The Companies expect to settle the Existing Notes validly tendered, and not validly withdrawn, at or prior to (i) the Early Tender Deadline, on or about the sixth Business Day following the Early Tender Deadline, which is currently expected to be October 31, 2024 (as the same may be amended or extended, the "Early Settlement Date"), and (ii) after the Early Tender Deadline, but at or prior to the Expiration Date, on or about the second Business Day following the Expiration Date, which is currently expected to be November 12, 2024 (as the same may be amended or extended, the "Final Settlement Date" and, together with the Early Settlement Date, each, an applicable "Settlement Date").

THE NEW NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (INCLUDING THE RULES AND REGULATIONS THEREUNDER, THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. THE EXCHANGE OFFER IS BEING MADE, AND THE NEW NOTES ARE BEING OFFERED ONLY TO HOLDERS OF EXISTING NOTES (1) IN THE UNITED STATES, WHO ARE "QUALIFIED INSTITUTIONAL BUYERS" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) AND (2) OUTSIDE THE UNITED STATES AND CHILE, WHO ARE PERSONS OTHER THAN "U.S. PERSONS" (AS DEFINED IN RULE 902 UNDER THE SECURITIES ACT) IN OFFSHORE TRANSACTIONS IN RELIANCE UPON THE EXEMPTIONS AFFORDED BY REGULATION S UNDER THE SECURITIES ACT.

The Companies have the right, in its sole discretion, to amend or terminate the Exchange Offer and the Consent Solicitations at any time prior to the Expiration Date.

Morrow Sodali International LLC has been engaged to act as the Information and Exchange Agent for the Exchange Offer and the Consent Solicitations. Any questions or requests for assistance may be directed to the Information and Exchange Agent via email to [email protected], or at the telephone numbers +1 (203) 658-9457 (Stamford, United States) or +44 (20) 4513-6933 (London, United Kingdon).  Eligible Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer and the Consent Solicitations.  The Exchange Offer Memorandum and other documents related to the Exchange Offer and the Consent Solicitations are available to Eligible Holders at the following website address: https://projects.sodali.com/albanesi.

Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Santander US Capital Markets LLC, BCP Securities, Inc., Latin Securities S.A. Agent de Valores, and Balanz Capital Valores S.A.U. are acting as dealer managers for the Exchange Offer and solicitation agents for the Consent Solicitation (the "Dealer Managers and Solicitation Agents").

None of the Companies, the Information and Exchange Agent, the Dealer Managers and Solicitation Agents, nor any of their respective directors, officers, employees or affiliates, makes any recommendation as to whether Eligible Holders should tender or refrain from tendering all or any portion of their Existing Notes or deliver consents in response to the Exchange Offer and the Consent Solicitations. None of the Companies, the Information and Exchange Agent, the Dealer Managers and Solicitation Agents, nor any of their respective affiliates, directors, officers, employees or, has authorized any person to give any information or to make any representation in connection with the Exchange Offer and the Consent Solicitations other than the information and representations contained in the Exchange Offer Memorandum.

This press release does not constitute an offer or an invitation to participate in the Exchange Offer and Consent Solicitation. The Exchange Offer and Consent Solicitation is only being made pursuant to the Exchange Offer Materials. Eligible Holders are urged to read the Exchange Offer Materials carefully before making any decision with respect to their Existing Notes. Neither the Dealer Managers and Solicitation Agents nor the Information and Exchange Agent has any responsibility whatsoever with respect to the Exchange Offer Materials.

This press release is for informational purposes only and does not represent an offer to sell securities or a solicitation to buy securities in the United States or in any other country. This press release is released for disclosure purposes only, in accordance with applicable legislation. It does not constitute marketing material, and should not be interpreted as advertising an offer to sell or soliciting any offer to buy securities issued by the Companies in any jurisdiction where it is illegal to do so. This press release to the market is not for distribution in or into or to any person located or resident in any jurisdiction where it is unlawful to release, publish or distribute this announcement. None of the Companies, the Dealer Managers and Solicitation Agents or the Information and Exchange Agent makes any recommendation as to whether or not Eligible Holders of Existing Notes should exchange their Existing Notes in the Exchange Offer and deliver Consents in the Consent Solicitation.

Neither the U.S. Securities and Exchange Commission, any U.S. state securities commission, nor any regulatory authority of any other country has approved or disapproved of the Exchange Offer or the Consent Solicitation, passed upon the merits or fairness of the Exchange Offer or the Consent Solicitation, or passed upon the adequacy or accuracy of the disclosure in the Exchange Offer Memorandum and Consent Solicitation Statement.

Neither the delivery of this announcement, the Exchange Offer and Consent Solicitation nor any exchange of Existing Notes pursuant to the Exchange Offer shall under any circumstances create any implication that the information contained in this announcement or the Exchange Offer Memorandum and Consent Solicitation Statement 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 the Companies' affairs since the date hereof or thereof.

Forward-Looking Statements

This press release may contain 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.

We have based these forward-looking statements on current expectations and assumptions about future events. While we consider these expectations and assumptions to be reasonable, they are inherently subject to significant risks and uncertainties, most of which are difficult to predict and many of which are beyond our control.

SOURCE Albanesi Energía S.A.

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