MSU Energy Announces Commencement of 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. 8, 2024 /PRNewswire/ -- MSU Energy S.A., a corporation (sociedad anónima) incorporated under the laws of the Republic of Argentina ("MSU Energy"), today announced it has commenced, subject to the terms and conditions set forth in the exchange offer memorandum dated November 8, 2024 (the "Exchange Offer Memorandum" and, together with the Eligibility Letter, as defined below, the "Exchange Offer Documents") an offer (the "Exchange Offer") to Eligible Holders (as defined below) to exchange 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 (the "Existing Notes") for 9.750% Senior Secured Notes due 2030 (the "New Notes").

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

The Exchange Offer will expire at 5:00 p.m. (New York City time) on December 10, 2024 (such date and time, as the same may be extended in the sole discretion of MSU Energy, the "Expiration Date"). Existing Notes tendered for exchange may be validly withdrawn at any time at or prior to 5:00 p.m. (New York City time) on November 22, 2024  (such date and time, as the same may be extended in the sole discretion of MSU Energy, the "Withdrawal Date"), but not thereafter. To be eligible to receive the Early Exchange Consideration (as defined on the Exchange Offer Memorandum), Eligible Holders must validly tender and not validly withdraw their Existing Notes at or prior to 5:00 p.m. (New York City time) on November 22, 2024 (such date and time, as the same may be extended in the sole discretion of MSU Energy, the "Early Participation Date"). Eligible Holders who validly tender their Existing Notes after the Early Participation Date but on or before the Expiration Date will be eligible to receive the Late Exchange Consideration (as defined on the Exchange Offer Memorandum). The deadlines set by any intermediary or relevant clearing system may be earlier than these deadlines.

Conditions to the Exchange Offer

Financing Condition

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") on terms and conditions satisfactory to MSU Energy, yielding net cash proceeds that, together with the amount available for borrowing under MSU Energy's Local Syndicated Loan (as defined in the Exchange Offer Memorandum), 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 (the "Financing Condition"). 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. If the Financing Condition is satisfied and we complete the Exchange Offer, we expect to redeem the Existing Notes in accordance with the terms of the Existing Notes Indenture.

Minimum Exchange Condition

The consummation of the Exchange Offer is conditioned upon, among other conditions, a minimum of 35% of the outstanding aggregate principal amount of Existing Notes being validly tendered, not withdrawn and accepted in the Exchange Offer on or prior to the Expiration Date, as applicable.

Upon the terms and subject to the Financing Condition, the Minimum Exchange Condition and the other conditions of the Exchange Offer described in the Exchange Offer Memorandum, which are for the sole benefit of MSU Energy and may be waived by MSU Energy, in full or in part, in its absolute discretion, MSU Energy will accept for exchange as soon as reasonably practicable after the Expiration Date up to U.S.$400 million aggregate principal amount of its Existing Notes validly tendered at or prior to the Expiration Date and not validly withdrawn as of the Withdrawal Date, in the amount and manner described in the Exchange Offer Memorandum, as it may be amended.

MSU Energy expects, on December 12, 2024, which is the 2^nd business day after the Expiration Date (as may be extended by MSU Energy in its sole discretion, the "Settlement Date"), to issue and deliver the applicable principal amount of New Notes in exchange for Existing Notes validly tendered and not validly withdrawn and accepted for exchange, in the amount and manner described in the Exchange Offer Memorandum, as it may be amended. 

Only Eligible Holders of Existing Notes are authorized to receive and review the Exchange Offer Memorandum and to participate in the Exchange Offer. 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/MSU operated by Morrow Sodali International LLC, trading as Sodali & Co, the information and exchange agent's website for the Exchange Offer (the "Information and Exchange Agent").

In addition to the applicable Exchange Consideration payable in respect of Existing Notes accepted for exchange, Eligible Holders whose Existing Notes are accepted for exchange in the Exchange Offer will be entitled to receive payment in cash of accrued and unpaid interest from the interest payment date on August 1, 2024, to, but not including, the Settlement Date with respect to the Existing Notes accepted for exchange, subject to any tax withholding applicable to Non-Cooperating Jurisdiction Offerees (as defined in the Exchange Offer Memorandum). See "Taxation—Certain Argentine Tax Considerations—Income Tax" in the Exchange Offer Memorandum. Under no circumstances will any additional interest be payable because of any delay in the transmission of funds to Eligible Holders by DTC, Euroclear, Clearstream or any other clearing system.

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").

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 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 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, and BBVA Securities, Inc. is acting as Co-Dealer Manager.

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 [email protected]. 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.

SOURCE MSU Energy