BUENOS AIRES, Argentina,
July 19, 2024 /PRNewswire/ --
Transportadora de Gas del Sur S.A. ("TGS," the "Company" or "we")
today announced the expiration and tender results of the
previously-announced offer by the Company to purchase for cash (the
"Offer") from each registered holder (each, a "Holder" and,
collectively, the "Holders") any and all of its outstanding 6.750%
senior notes due 2025 (the "Notes") issued by the Company under the
indenture dated as of May 2, 2018
(the "Indenture").
The Offer expired at 5:00 p.m.,
New York City time, on
July 19, 2024 (such date and time,
the "Expiration Date").
The Company has been advised that, as of the Expiration Date,
U.S.$299,439,000 in aggregate
principal amount of Notes, or approximately 63.67% of the Notes
outstanding, have been validly tendered and not validly withdrawn
pursuant to the Offer. Additionally, U.S.$150,000 in aggregate principal amount of Notes,
or approximately 0.03% of the Notes outstanding have been tendered
pursuant to guaranteed delivery procedures.
The Company has accepted for purchase all of the Notes validly
tendered in the Offer and not validly withdrawn on or prior to the
Expiration Date. Notes accepted for purchase, including Notes
tendered pursuant to guaranteed delivery procedures, will be paid
in full by the Company on July 24,
2024 (the "Settlement Date").
The Offer was made by the Company pursuant to the offer to
purchase dated July 15, 2024 (the
"Offer to Purchase") and the related guaranteed delivery
instruction (together with the Offer to Purchase, the "Offer
Documents"). The principal purpose of the Offer was to purchase for
cash any and all of the outstanding Notes. The Company intends to
finance the purchase of the Notes with the proceeds of a concurrent
issuance of notes.
The Notes and other information relating to the Offer are listed
in the table below:
Notes
|
|
CUSIP / ISIN /
Common Code
Numbers
|
|
Outstanding
Principal
Amount
|
|
Offer
Consideration(1)
(2)
|
6.750% Senior Notes
due 2025
|
893870 AX3 /
US893870AX30 /
181768711
P9308R AZ6 /
USP9308RAZ66 /
181768690
|
U.S.$470,324,000
|
U.S.$1,000
|
(1) Per U.S.$1,000 principal amount of Notes validly tendered
and accepted for purchase. The Offer Consideration does not include
accrued interest.
(2) Holders will also receive accrued interest
from and including the last interest payment date for the Notes up
to but not including the Settlement Date.
Holders who had validly tendered and not withdrawn their Notes
at or before the Expiration Date are entitled to receive
U.S.$1,000 per U.S.$1,000 principal amount of the Notes tendered
(the "Offer Consideration"), on the Settlement Date. In
addition, Holders whose Notes were purchased in the Offer will
receive accrued and unpaid interest from and including the last
interest payment date for the Notes up to but not including the
Settlement Date. For the avoidance of doubt, accrued interest will
cease to accrue on the Settlement Date for all Notes accepted in
the Offer, including those tendered by the guaranteed delivery
procedures set forth in the Offer to Purchase.
The obligation of the Company to pay for Notes validly tendered
pursuant to the Offer, or Notes with respect to which a properly
completed guaranteed delivery instruction was delivered at or prior
to the Expiration Date, is subject to, and conditioned upon, the
satisfaction or waiver of certain conditions as set forth in the
Offer Documents, in the sole discretion of the Company. The terms
and conditions of the Offer are described in the Offer Documents
previously distributed to the Holders.
The Company has retained Citigroup Global Markets Inc., Itau BBA
USA Securities, Inc., J.P. Morgan
Securities LLC and Santander US Capital Markets LLC. to serve as
the dealer managers for the Offer, and Banco Santander Argentina
S.A. and Banco de Galicia y Buenos Aires S.A.U. to act as local
information agent in Argentina.
Questions regarding the Offer may be directed to Citigroup Global
Markets Inc. at (212) 723-6106 (collect) or (800) 558-3785
(toll-free), Itau BBA USA
Securities, Inc. at (888) 770-4828 (toll-free), J.P. Morgan
Securities LLC at (212) 834-7279 (collect) or at (866) 846-2874
(toll-free) and/or to Santander US Capital Markets LLC at (212)
350-0660 (collect) or at (855) 404-3636 (toll-free). Requests for
documents may be directed to Morrow Sodali International LLC, the
information and tender agent for the Offer, by e-mail at
tgs@investor.morrowsodali.com, or by telephone in Stamford at +1 203 658 9457 or in London at +44 20 4513 6933.
Documents relating to the Offer, including the Offer to
Purchase and guaranteed delivery instruction, are also available at
https://projects.morrowsodali.com/tgs.
None of the Company, the dealer managers or the information
agents make any recommendations as to whether Holders should tender
their Notes pursuant to the Offer, and no one has been authorized
by any of them to make such recommendations. Holders must make
their own decisions as to whether to tender their Notes, and, if
so, the principal amount of Notes to tender.
This press release is for informational purposes only and is not
a recommendation and is not an offer to sell or a solicitation of
an offer to buy any security. The Offer is being made solely
pursuant to the Offer Documents.
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 managers, or any affiliates thereof, are so
licensed, the Offer will be deemed to have been made by any such
dealer managers, or such affiliates, on behalf of the Company.
The new notes offered pursuant to the concurrent offering
have not been and will not be registered under the U.S. Securities
Act of 1933, as amended (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.
The new notes are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the European
Economic Area ("EEA"). 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 (as amended,
"MiFID II"); or (ii) a customer within the meaning of Directive
(EU) 2016/97 (as amended, the "Insurance Distribution Directive"),
where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of MiFID II; or (iii) not a
qualified investor as defined in Regulation (EU) 2017/1129 (as
amended, the "Prospectus Regulation"). Consequently no key
information document required by Regulation (EU) No 1286/2014 (as
amended, the "PRIIPs Regulation") for offering or selling the new
notes or otherwise making them available to retail investors in the
EEA has been prepared and therefore offering or selling the new
notes or otherwise making them available to any retail investor in
the EEA may be unlawful under the PRIIPs Regulation.
The new notes are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the United Kingdom. For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail
client as defined in point (8) of Article 2 of Regulation (EU) No
2017/565 as it forms part of domestic law in the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018 (the "EUWA"); or (ii) a customer within the
meaning of the provisions of the Financial Services and Markets Act
2000 (as amended, the "FSMA") and any rules or regulations made
under the FSMA to implement Directive (EU) 2016/97, where that
customer would not qualify as a professional client as defined in
point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it
forms part of domestic law in the United
Kingdom by virtue of the EUWA; or (iii) not a qualified
investor as defined in Article 2 of Regulation (EU) 2017/1129 as it
forms part of domestic law in the United
Kingdom by virtue of the EUWA (as amended, the "UK
Prospectus Regulation"). Consequently no key information document
required by Regulation (EU) No 1286/2014 as it forms part of
domestic law in the United Kingdom
by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or
selling the new notes or otherwise making them available to retail
investors in the United Kingdom
has been prepared and therefore offering or selling the new notes
or otherwise making them available to any retail investor in the
United Kingdom may be unlawful
under the UK PRIIPs Regulation.
Forward Looking Statements
This press release contains forward-looking statements within
the meaning of the United States Private Securities Litigation
Reform Act of 1995, as amended. Actual results may differ
materially from those reflected in the forward-looking statements.
We undertake no obligation to update any forward-looking statement
or other information contained in this press release to reflect
events or circumstances occurring after the date of this press
release or to reflect the occurrence of unanticipated events or
circumstances, including, without limitation, changes in our
business or acquisition strategy or planned capital expenditures,
or to reflect the occurrence of unanticipated events.
About TGS
TGS is the leader in Argentina
in the transportation of natural gas, transporting approximately
60% of the gas consumed in the country, through more than 5,700
miles of gas pipelines, with a firm-contracted capacity of 83.1
MMm3/d. We are one of the main natural gas processors. In addition,
our infrastructure investments in Vaca Muerta formation place us as
one of the main midstreamers in Argentina. Our shares are traded on NYSE (New
York Stock Exchange) and BYMA (Bolsas y Mercados Argentinos S.A.).
Our controlling company is Compañía de Inversiones de Energía S.A.
("CIESA"), which owns 51% of the total share capital. CIESA's
shareholders are: (i) Pampa Energía S.A. with 50%, and led by the
Sielecki family, (i) Grupo Investor Petroquímica S.L. (GIP)
and (ii) PCT L.L.C. hold the remaining 50%.
For further information, see our website
https://www.tgs.com.ar/inversores/servicio-parainversores?lang=EN
or contact:
Name: Leandro Pérez Castaño
Phone: (54-11)-4371-5100
Email: inversores@tgs.com.ar
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SOURCE TRANSPORTADORA DE GAS DEL SUR S.A.