PAM Pampa Energia SA

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As filed with the U.S. Securities and Exchange Commission on November 30, 2016

Registration Statement No. 333-             

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-4

Registration Statement Under
the Securities Act of 1933

PAMPA ENERGÍA S.A.

(Exact Name of Registrant as Specified in its Charter)

Maipú 1

C1084ABA, City of Buenos Aires

Argentina
Telephone: +54-11-4344-6000 / Fax: +54-11-4344-6473

(Address and telephone number of Registrant’s principal executive offices)

CT Corporation System

111 Eighth Avenue, 13th Floor

New York, New York 10011

Telephone: (212) 590-9070
(Name, address and telephone number of agent for service)

Copies to:

Juan G. Giráldez, Esq.

Adam J. Brenneman, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
(212) 225-2000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross Border Issuer Tender Offer)                                               o

Exchange Act Rule 14d-1(d) (Cross Border Third-Party Tender Offer)            x

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The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission, in which this prospectus is included, is declared effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities, in any jurisdiction where the offer or sale of these securities is not permitted. The public offering of the Pampa Shares has been requested to the Argentine National Securities Commission on November 25, 2016 and has not yet been obtained. The proposed merger has not yet been authorized by the Argentine National Securities Commission

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and operating purposes from November 1, 2016 (the “ Merger Effectiveness Date ”). Pampa intends to vote, or cause its subsidiaries to vote, the 1,825,302,419 PESA Shares (including PESA Shares represented by PESA ADSs) that it and its subsidiaries beneficially own, representing 90.40% of the total outstanding capital stock of Petrobras Argentina, in favor of the merger.

The Boards of Directors of the Merged Companies (the “ Merged Companies Boards of Directors ”) and the Board of Directors of Pampa (the “ Pampa Board of Directors ”) have carefully reviewed and considered the terms and conditions of the preliminary merger agreement. Based on their review, the Pampa Board of Directors and the Merged Companies Boards of Directors have determined that the preliminary merger agreement and the transactions contemplated thereby are in the best interests of Pampa and the Merged Companies’ shareholders. Each of the Pampa Board of Directors and the Merged Companies Boards of Directors recommends that Pampa and Petrobras Argentina shareholders vote “FOR” the decision to merge as contemplated by the preliminary merger agreement.

The accompanying disclosure documents (including the preliminary merger agreement, included as Annex A to this prospectus) contain detailed information about the merger and the respective extraordinary general shareholders meetings of the Merged Companies and Pampa. This document is also a prospectus for the Pampa Shares that will be issued in the merger. This is not a proxy statement. We are not asking you for a proxy and you are requested not to send us a proxy. If you are a holder of Pampa ADSs or PESA ADSs, you will be contacted by the depositary for your ADSs with further instructions on how you can instruct such depositary to vote the shares underlying your ADSs. We encourage Petrobras Argentina and Pampa shareholders to read this prospectus carefully before voting, including the section entitled “Risk Factors” beginning on page 42.  Any holder of Pampa ADSs who does not give their voting instructions to The Bank of New York Mellon (or its successor), as the Pampa ADS depositary (the “ Pampa ADS Depositary ”), may have their shares underlying their Pampa ADSs voted in favor of the merger, subject to the conditions of the Amended and Restated Deposit Agreement dated as of August 14, 2009 (the “ Pampa Deposit Agreement ”), among Pampa, the Pampa ADS Depositary and owners and beneficial owners from time to time of Pampa ADSs issued thereunder.

Your vote is very important. You are encouraged to vote.

By the order of the Pampa Board of Directors,

By the order of the Merged Companies Boards of Directors

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus or determined if this prospectus is accurate or adequate. Any representation to the contrary is a criminal offense. Pampa Shares to be issued as a result of the merger may not be sold unless and until (i) the Argentine merger prospectus is approved by the Argentine National Securities Commission ( Comisión Nacional de Valores , or the “ CNV ”), (ii) the shareholders of Pampa and each of the Merged Companies approve the merger at their respective shareholders meetings, and (iii) the definitive merger agreement is registered with the Relevant Public Registries of Commerce (as defined below). The Argentine merger prospectus is in a different format than this prospectus in accordance with CNV regulations but contains substantially the same information included in this prospectus.

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Neither Petrobras Argentina nor Pampa has authorized anyone to give any information or make any representation about the merger or their companies that is different from, or in addition to, that contained in this prospectus or in any of the materials that have been incorporated by reference into this prospectus. Therefore, if anyone does give you information of this sort, you should not rely on it. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this prospectus or the solicitation of proxies pursuant to this prospectus is unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this prospectus does not extend to you. The information contained in this prospectus is accurate only as of the date of this prospectus unless the information specifically indicates that another date applies.

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Fluctuations in the exchange rate between the peso and the U.S. dollar affect the U.S. dollar equivalent of the peso price of the Pampa Shares and the PESA Shares on the BASE and, as a result, can also affect the market price of the Pampa ADSs and the PESA ADSs.

This prospectus contains translations of various peso amounts into U.S. dollars at specified rates solely for your convenience. You should not construe these translations as representations by us that the nominal peso or constant peso amounts actually represent the U.S. dollar amounts or could be converted into U.S. dollars at the rate indicated.

References herein to “pesos” or “Ps.” are to Argentine pesos, and references to “U.S. dollars” or “U.S.$” are to United States dollars.

For purposes of the exchange, a “business day” means any day on which the principal offices of the SEC are open to accept filings and consists of the time period from 12:01 a.m. through 12:00 midnight, New York City time.

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EXCHANGE CONTROLS

In January 2002, with the approval of the Public Emergency Law, Argentina declared a public emergency situation in its social, economic, administrative, financial and foreign exchange matters and authorized the Argentine Executive Branch to establish a system to determine the foreign exchange rate between the peso and foreign currencies and to issue foreign exchange-related rules and regulations. Within this context, on February 8, 2002, through Decree No. 260/2002, the Argentine Executive Branch established (i) a single and free-floating foreign exchange market (hereinafter, “ MULC ”) through which all foreign exchange transactions in foreign currency must be conducted and (ii) that foreign exchange transactions in foreign currency must be conducted at the foreign exchange rate to be freely agreed upon among contracting parties, subject to the requirements and regulations imposed by the Central Bank.

The following is a description of the main aspects of Central Bank regulations concerning outflows of funds from Argentina.

Outflow of Capital

Payment of Profits (Earnings and Dividends)

Access to the MULC is permitted for remittances abroad of earnings, including the payment of dividends, based on audited financial statements (Communication “A” 5377).

In order to proceed with remittances abroad for payment of earnings and dividends, the financial entities involved must first verify that the debtor has complied with the requirement to report (i) outstanding foreign indebtedness imposed under Communication “A” 3602, dated May 7, 2002, and (ii) direct investments pursuant to Communication “A” 4237, dated November 10, 2004, if applicable.

Other Regulations

Sales of Foreign Currency to Non-Residents

Communication “A” 6037 published a restatement of regulations applicable to access to the MULC by non-residents (as per the definitions contained in the Balance of Payments Manual, fifth edition, chapter IV, of the International Monetary Fund (the “ IMF ”).

In this respect, no prior Central Bank approval is required for any of the following transactions conducted by non-residents insofar as all of the requirements imposed in each case have been met:

(i)              purchases of foreign currencies for remittances abroad provided that the documentation prescribed by the previously mentioned regulations has been furnished, in the examples stated below, when transactions relate to, or pertain to collections in Argentina, of:

1.1.     Financial indebtedness originating in external loans of non-residents.

1.2.     Recovery of claims in local bankruptcy proceedings and collection of debts under reorganization proceedings to the extent that the non-resident client has been recognized as creditor by a final non-appealable decision of the court of such proceedings.

1.3.     Repatriations of direct investments in companies in the private, non-financial sector that do not control local financial institutions and/or real estate, provided that the foreign beneficiary is either a natural or legal entity residing or incorporated and established in, or the payment is performed, in domains, jurisdictions, territories or associated states that are considered “cooperators for the purposes of fiscal transparency” according to the provisions of section 1 of Decree 589/2013, as amended and supplemented for the following purposes:

1.3.1.                   sale of the direct investment;

1.3.2.                   final liquidation of the direct investment;

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1.3.3.                   capital reduction decided by the local company; and

1.3.4.                   reimbursement of irrevocable contributions by the local company.

Holding of share capital of a given company is considered a direct investment in case such shares represent at least 10% of the company’s share capital. As of the date of this prospectus, there is uncertainty as to whether evidence of settlement through the MULC of funds originally used to acquire a direct investment is still required by Central Bank rules in order for the non-resident to be able to repatriate proceeds from the investment. However, non-residents must comply with requirements related to direct investment reports, as described under “—Direct Investment Reports.”

1.4        Collections of services or sales proceeds of other portfolio investments (and their profits) provided that the foreign beneficiary is either a real or legal person residing in or incorporated and established in domains, jurisdictions, territories or associated states that are considered “cooperators for the purposes of fiscal transparency” according to the provisions of Art. 1 of Decree 589/2013, as amended and supplemented. These portfolio investment repatriations include, but are not limited to, portfolio investments in shares and ownership interests in local companies, investments in mutual funds and local trusts, purchases of portfolios of loans granted to residents by local banks, purchases of invoices and promissory notes for local business transactions, investments in local bonds issued in pesos and in foreign currency payable locally, as well as purchases of other internal receivables. Non-residents will be allowed access to the MULC for the repatriation of their investment without any need to obtain the Central Bank’s prior authorization, provided that the applicable minimum stay period of 120 calendar days from the date of the investment of funds into Argentina has elapsed. Pursuant to Communication “A” 6037, providing evidence of the inflow of the funds through the MULC and compliance with the minimum stay period will not be required when the investment is originated in funds collected in Argentina under a transaction pursuant to which the non-Argentine resident would have had access to the MULC for the repatriation of such funds at the time of collection.

1.5.     Indemnifications awarded by local courts in favor of non-residents.

1.6.     Payments of Argentine imports.

(ii)         purchases of foreign currency by (a) diplomatic and consular representatives and diplomatic staff authorized in the country and (b) representations from courts, authorities or departments, special missions, bilateral commissions or bodies established by international treaties or agreements, to which Argentina is a party, to the extent that such transfers are made in the exercise of their respective functions; and

(iii)      purchases of foreign currency by international organizations and institutions acting as official export credit agencies, as listed in Communication “A.”

The prior authorization of the Central Bank will not be required either when the purchase of foreign currency or foreign bank notes by a non-resident does not exceed the equivalent of U.S.$10,000 per calendar month across all entities authorized to deal in foreign currency transactions.

Capital Markets

Securities-related transactions carried out through stock exchanges and authorized securities markets must be paid using any of the following mechanisms: (i) in pesos; (ii) in foreign currency through electronic fund transfers from and to sight accounts in local financial institutions; and (iii) through wire transfers against foreign accounts. Under no circumstances is the settlement of these securities purchase and sale transactions to be made in foreign currency bills or through deposits in escrow accounts or in third-party accounts.

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Direct Investment Reports

Communication “A” 4237, dated November 10, 2004, established reporting requirements in connection with direct investments made by local residents abroad and by non-residents in Argentina, which is still in force as of the date of this prospectus. Direct investments are defined as those that reflect the long-standing interest of a resident in one economy (direct investor) in another economy’s resident entity, such as an ownership interest representing at least 10% of a company’s capital stock or voting rights. The reporting requirements prescribed by this Communication “A” 4237 are to be met on a biannual basis.

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the PESA Change of Control. As an alternative to a cash payment for PESA Shares that is mandatory pursuant to Argentine Law, Pampa elected to offer holders of PESA Shares and PESA ADSs the option to receive Pampa Securities in connection with the Offer Share Consideration.

The Tender and Exchange Offers settled on November 22, 2016 (with respect to the exchange offers) and November 23, 2016 (with respect to the cash tender offers), pursuant to which a total of 579,413,723 PESA Shares (including PESA Shares represented by PESA ADSs) were tendered.  As a result of the Transaction and the Tender and Exchange Offers, as of the date of this prospectus, we directly or indirectly beneficially own 1,825,302,419 PESA Shares (including PESA Shares represented by PESA ADSs), or 90.40% of the total outstanding capital stock of Petrobras Argentina.

As a result of the Transaction , Petrobras Argentina is a majority-owned subsidiary of Pampa. Because the current holding company structure between the Merged Companies and Pampa duplicates many of the costs related to the operation of the Merged Companies and Pampa, the merger of the companies is being proposed to simplify the corporate structure of Pampa and the Merged Companies and eliminate the duplicative corporate structure, which involves unnecessary costs.

Q:           What is the merger?

A:            The proposed merger of the Merged Companies with and into Pampa will be implemented under the Argentine General Companies Law No. 19,550, as amended (the “ AGCL ”).

Upon consummation of the merger described in this prospectus, each of the Merged Companies will cease to exist, Pampa will assume all of the rights and obligations of each of the Merged Companies, and the holders of PESA Shares and PESA ADSs other than us or PPSL will receive Pampa Shares and Pampa ADSs, respectively, in exchange therefor.

Q:           What will happen in the merger transaction?

A:            The merger transaction consists of a series of steps and is governed by the preliminary merger agreement and the AGCL.  The principal steps of the merger transaction are the approval of the merger by the Merged Companies Boards of Directors and the Pampa Board of Directors, an extraordinary general shareholders meeting of each of the Merged Companies and Pampa and the merger by absorption of each of the Merged Companies with and into Pampa following (i) the assumption by Pampa of all of the outstanding PESA Shares held by holders other than us or PPSL in exchange for newly-issued Pampa Shares and (ii) the cancellation of all PESA Securities held by us or PPSL.  See “The Merger” for more information regarding the steps and agreements involved in the merger.

Q:           Which company will survive the proposed merger?

A:            If the merger is approved, each of the Merged Companies will be merged into Pampa, and Pampa will be the surviving company.

Q:           What will be the name of the merged company if the merger is approved?

A:            If the merger is approved, the merged company, which we also refer to as the “surviving company,” will be Pampa Energía S.A. and the Merged Companies will no longer exist as separate entities.

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Q:           What is the status of the merger?

A:            As of                                   , the preliminary merger agreement has been approved by the Pampa Board of Directors and the Merged Companies Boards of Directors.  Shareholders of the four companies will be asked to approve the merger at extraordinary general shareholders meetings, and once such approval is received, the companies will complete all regulatory formalities related to the merger and complete the exchange of Pampa Shares for outstanding PESA Shares.

Q:           What will happen to PESA Shares or PESA ADSs in the merger, and what will holders of PESA Securities receive if the merger is completed?

A:            If the merger is approved, PESA Shares and PESA ADSs (other than those held by us or PPSL) will be extinguished and the holders thereof will receive Pampa Shares and Pampa ADSs, respectively.  If you are a direct holder of PESA Shares, you will automatically receive            newly-issued Pampa Shares for each PESA Share you hold. If you are a holder of PESA ADSs, you will receive            Pampa ADSs for each PESA ADS that you hold.  Any PESA Securities owned by us or PPSL will not be exchanged for Pampa Securities and will be cancelled simultaneously with the consummation of the merger.

Q:           Are the Pampa Securities and the PESA Securities traded on any stock exchange?

A:            The Pampa Shares and the PESA Shares are listed on the BASE under the symbols “PAMP” and “PESA,” respectively.  The Pampa ADSs and the PESA ADSs are listed on the NYSE under the symbols “PAM” and “PZE,” respectively.

Q:           If I hold PESA ADSs, how will my fractional entitlements to Pampa ADSs be treated at the time of the merger?

A:            As a result of the merger, the holders of PESA ADSs will be attributed            Pampa ADSs for every PESA ADS validly surrendered (each PESA ADS representing 10 PESA Shares).  No fractional Pampa ADSs will be issued. Fractional entitlements to Pampa ADSs will be aggregated and sold by the Pampa ADS Depositary subject to the terms of the Pampa Deposit Agreement. The net proceeds from the sale of the fractional entitlements to Pampa ADSs will be distributed on a pro rata basis to the holders of the Pampa ADSs that otherwise would have been entitled to receive a fraction of a Pampa ADS.

To receive the Pampa ADSs and the net proceeds from the sale of the fractional entitlements to Pampa ADSs, holders of PESA ADSs will need to deliver their PESA ADSs to JPMorgan Chase Bank N.A., as the PESA ADS depositary (the “ PESA ADS Depositary ”). Promptly after the merger and upon due delivery of their PESA ADSs to the PESA ADS Depositary, former PESA ADS holders will receive the Pampa ADSs and a check in the amount of the pro rata cash proceeds from the sale of entitlements to fractional Pampa ADSs. If you hold PESA ADSs in a brokerage or custodian account, you must work with your broker or custodian to make the requisite arrangements to exchange your PESA ADSs for Pampa ADSs.

Q:           Will holders of PESA Securities have to pay brokerage commissions?

A:            Holders of PESA Securities will not have to pay brokerage commissions if their PESA Shares or PESA ADSs are registered in their name.  However, if such PESA Securities are held through a bank or broker or a custodian, holders of PESA Securities should inquire as to whether any other transaction fee or service charges may be charged by the broker or custodian in connection with the merger.

Q:           What shareholder approvals are needed?

A:            The merger of the Merged Companies with Pampa will require the affirmative votes of (i) holders of more than 50% of the total outstanding share capital of each of the Merged Companies at an extraordinary general shareholders meeting of each of the Merged Companies and (ii) holders of more than 50% of the Pampa Shares present or represented at an extraordinary general shareholders meeting of Pampa.  In order to validly hold an extraordinary general shareholders meeting at these companies, at least 60% of the issued share capital of each

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of Pampa and the Merged Companies must be present or represented at the meeting following the first call, or at least 30% of the issued share capital of Pampa or the applicable Merged Company must be present or represented at the meeting following the second call.

Q:           Does Pampa intend to vote the PESA Shares (including PESA Shares represented by PESA ADSs) that it directly or indirectly beneficially owns in favor of the merger?

A:            Yes.  Pampa intends to vote, or cause its subsidiaries to vote, the 1,825,302,419 PESA Shares (including PESA Shares represented by PESA ADSs) that it and its subsidiaries beneficially own, representing 90.40% of the total outstanding capital stock of Petrobras Argentina, in favor of the merger.

Q:           Do Petrobras Argentina shareholders have appraisal rights in connection with the merger?

A:            Petrobras Argentina shareholders will not have any appraisal or dissenters’ rights under the AGCL or under Petrobras Argentina’ bylaws ( estatutos ) in connection with the merger, and neither Petrobras Argentina nor Pampa will independently provide Petrobras Argentina shareholders with any such rights. A dissenter’s right of appraisal is not available pursuant to Section 245 of the AGCL in the event of a merger between two companies where shares of both of those companies are publicly traded and any new shares issued in the merger are also publicly traded.

Petrobras Argentina, as the sole direct or indirect shareholder of PEISA and Albares, does not intend to exercise any appraisal or dissenters’ rights with respect to such companies in connection with the merger.

Q:           Are there risks associated with the merger transaction that I should consider in deciding whether to vote for the merger?

A:            Yes.  There are risks related to the merger transaction that are discussed in this document.  See, in particular, the detailed description of the risks associated with the merger in “Risk Factors.”

Q:           What happens if the merger is approved, and when will the merger be completed?

A:            The respective extraordinary general shareholders meetings of each of the Merged Companies and Pampa are expected to be held on               , 2017.  Under the AGCL, the merger will be completed at the company level once it is approved at the shareholders meetings of each of the Merged Companies and Pampa.  Once the extraordinary general shareholders meetings of each of the Merged Companies and Pampa have approved the merger, the four companies have to publish notices alerting creditors who may oppose the merger for three business days in the Argentine official gazette and in an Argentine major newspaper.  Pursuant to the AGCL, creditors under preexisting credits may oppose the merger within 15 calendar days from the last publication to protect their credits. These objections do not have the effect of staying any procedures effecting the merger.  However, the final documentation may not be executed until 20 calendar days after the expiration of the aforementioned 15-day term, to enable opposing creditors that have not been paid or duly guaranteed by the merging companies to obtain a judicial order for attachment by the courts.  Once the 15-day period for the creditors’ opposition and additional 20-day period have elapsed, the merging companies may execute and deliver the definitive merger agreement through a public deed.  After such execution, the definitive merger agreement and other relevant documentation must be executed and submitted to the CNV for registration with the Public Registry of Commerce of the City of Buenos Aires ( Inspección General de Justicia ) (with respect to Pampa, Petrobras Argentina and PEISA) and the Public Registry of Commerce of the Province of Buenos Aires (with respect to Albares) (together, the “ Relevant Public Registries of Commerce ”).  Once approved, the CNV will send the definitive merger agreement to the Relevant Public Registries of Commerce for registration.  Simultaneously with the initial filing of the Argentine prospectus on November 25, 2016, Pampa requested that the CNV (i) authorize the public offering of those newly-issued shares that are to be offered in exchange for the PESA Shares and the listing of such shares on the BASE and (ii) deregister its shares, but such deregistration will not take place until the merger is consummated.  Because many of these steps are outside of our control and the Merged Companies’ control and their completion depends on third parties, we can provide no assurances as to when we will consummate the merger or whether the merger will be consummated at all. Once the definitive merger agreement is registered with the Relevant Public Registries of Commerce, the merger becomes effective vis-à-vis third parties.  Pampa has ten days to deliver a copy of the registered definitive merger agreement to the

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BASE to obtain definitive approval for the exchange of shares.  Within 30 days of the definitive approval of the BASE for the exchange of shares, Pampa shall commence the exchange of shares, which could last ten business days.

Upon finalization of this registration process, the merger will become effective and holders of PESA Securities (other than us or PPSL) at such time will receive Pampa Shares or Pampa ADSs, as the case may be, upon surrender by such holder of their PESA Securities. Any PESA Securities owned by us or PPSL will not be exchanged for Pampa Securities and will be cancelled simultaneously with the consummation of the merger.

Q:           What happens if the merger is not approved?

A:            If the merger is not approved, we intend to retain ownership of all PESA Securities that we currently hold and continue to treat the Merged Companies as subsidiaries of Pampa. Furthermore, we may decide to cause Petrobras Argentina to delist from either or both of the NYSE and the BASE, terminate the deposit agreement for the PESA ADSs and deregister the PESA Shares and the PESA ADSs under the Exchange Act. The decision would depend on, among other factors, our management’s evaluation of the public float, trading volumes and liquidity of the PESA Securities.

The liquidity of any PESA Security outstanding would be materially and adversely affected upon deregistration and delisting from either or both of the BASE and the NYSE, as holders of PESA Securities would likely no longer have an active trading market in which to sell such securities.

Q:           When will I know the results of the extraordinary general shareholders meetings?

A:            We will issue a press release announcing the results of the extraordinary general shareholders meetings promptly following such meetings.

Q:           As a legal matter, can holders of PESA Securities immediately sell the Pampa Securities they receive in the merger?

A:            Yes, provided that a holder of PESA Securities are not an affiliate of either Pampa or Petrobras Argentina. If such holder is an affiliate, there may be restrictions on its ability to resell the Pampa Securities under applicable law. The Pampa Shares are listed on the BASE. The Pampa ADSs are listed on the NYSE. We expect that holders of PESA Securities will be able to sell their Pampa Shares and Pampa ADSs on each stock exchange on which such shares are listed, so long as their broker or other securities intermediary has the ability to execute transactions on that exchange.

Q:           May the merger be reversed?

A:            Once the merger has been consummated, it may not be reversed.  Following the approval of the merger by the extraordinary general shareholders meetings of each of the Merged Companies and Pampa, each company will need to complete several regulatory steps described in this prospectus, and the merger cannot be consummated before these steps are completed even though the companies will have been treated as merged for operational and tax purposes since the Merger Effectiveness Date.  If these steps are not completed, the merger will not be consummated.  See “The Merger.”

Q:           As a holder of PESA ADSs, what should I do to receive my Pampa ADSs?

A:            Under the terms of the Petrobras Argentina ADS deposit agreement, upon the effectiveness of the merger, the PESA ADSs (other than those held by us or PPSL) will represent the right to receive the Pampa Shares that the PESA ADS Depositary receives in connection with the merger in the form of Pampa ADSs, subject to the surrender of the PESA ADSs representing PESA Shares to the PESA Depositary and payment of applicable taxes.  If you are a registered holder of PESA ADSs and you hold an American depositary receipt (“ ADR ”) certificate that evidences your PESA ADSs, you will be required to surrender your ADR certificate to the PESA Depositary to receive the Pampa Shares in the form of Pampa ADSs.  Upon receipt of your PESA ADSs, the PESA Depositary will cancel your PESA ADSs, deliver the number of Pampa Shares received in the merger in respect of your PESA ADSs representing PESA Shares to the order of the Pampa ADS Depositary, and instruct

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the Pampa ADS Depositary to issue and deliver the applicable number of Pampa ADSs to you in direct registration form.  If you are not a registered holder of your PESA ADSs but hold your PESA ADSs in “street name” through a broker, bank, custodian or other nominee, you will need to arrange with your broker, bank, custodian or other nominee to deliver your PESA ADSs to the Pampa ADS Depositary, and the PESA Depositary will arrange for such PESA ADSs to be cancelled and exchanged for Pampa ADSs and for the corresponding Pampa Shares to be delivered to the order of the Pampa ADS Depositary.  If you hold your PESA ADSs in direct registration form ( i.e. , registered in your name but not represented by an ADR certificate you hold), you will need to instruct the PESA ADS Depositary to cancel your PESA ADSs, deliver the number of Pampa Shares received in the merger in respect of your PESA ADSs to the order of the Pampa ADS Depositary, and instruct the Pampa ADS Depositary to issue and deliver the applicable number of Pampa ADSs to you in direct registration form.

Q:           Why am I receiving this document?

A:            In connection with the merger, Pampa is required by the Securities Act to deliver this document to all holders of PESA Securities and Pampa Securities that are U.S. residents.  This document is being distributed to you for informational purposes only.  You should carefully review it because as a shareholder of Petrobras Argentina or Pampa, you will be entitled to vote at the extraordinary general shareholders meeting that has been called in order for the shareholders of Petrobras Argentina and Pampa to approve the merger.

Q:           What are the U.S. federal income tax consequences of the merger and the payment of cash in lieu of fractional Pampa ADS interests?

A:            We expect that the merger will be a taxable transaction to U.S. Holders (as defined under “U.S. Federal Income Tax Consequences”) for U.S. federal income tax purposes.  Accordingly, a U.S. Holder generally will be subject to tax on gain realized on the receipt of Pampa Securities in the merger and, in the case of Pampa ADSs, any amount received in respect of fractions of Pampa ADSs.

The U.S. federal income tax consequences of the merger are complex.  You should read the section entitled “U.S. Federal Income Tax Consequences” for more information on the U.S. federal income tax consequences of the merger, and you should consult your own tax advisors regarding the tax consequences of the merger in your particular circumstances.

Q:           What are the Argentine tax consequences of the merger?

A:            The merger of the Merged Companies and Pampa may qualify as a “tax-free reorganization” under the Argentine Income Tax Law N° 20,628, as amended (the “ ITL ”), the ITL’s Decreto Reglamentario 1344/98 (the “ Regulatory Decree ”), judicial decisions, and published rulings of the Argentine Federal tax authorities ( Administración Federal de Ingresos Públicos or “ AFIP ”); therefore, we believe the shareholders will not have to recognize any Argentine-source income in connection with the exchange of PESA Securities for Pampa Securities in the merger.

In order for the merger to qualify as a tax-free reorganization under the ITL and the Regulatory Decree, the companies must give formal notice of the merger and submit other documentation to the AFIP within 180 calendar days from the Merger Effectiveness Date.

Q:           What will be the accounting treatment of the merger?

A:            The acquisition of the PPSL shares has been accounted through the application of the acquisition method of accounting for business combinations, as required by International Financial Reporting Standards (“ IFRS ”) as issued by the International Accounting Standards Board (“ IASB ”).  Under the acquisition method of accounting, the total consideration paid is allocated to an acquired company’s tangible and intangible assets, liabilities and any non-controlling interest based on their estimated fair values as of the acquisition date.  Because the assets that we acquired and liabilities we assumed are already consolidated in the Pampa Unaudited Interim Financial Statements, the only additional effect of the merger is the reduction in non-controlling interest and an increase in share capital and other reserves in equity.

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Q:           Are any other approvals necessary for the completion of the merger?

A:            Except for the shareholder approvals and the regulatory steps described above and under “Regulatory Matters,” there are no other approvals necessary to complete the merger.

Q:           Are there any conditions to the merger?

A:            The completion and effectiveness of the merger is subject to the satisfaction of the following conditions:

·                   approval of the merger on the terms and conditions set forth in the preliminary merger agreement by the shareholders of each of the Merged Companies and Pampa at their respective extraordinary general shareholders meetings;

·                   publication of a merger notice in the Argentine official gazette and in a major Argentine newspaper notifying creditors of each of the Merged Companies of their right to oppose the merger;

·                   the completion of a period of 15 to 35 days to allow creditors of each of the Merged Companies to oppose the merger;

·                   satisfaction or granting of guarantees to any creditors that file oppositions;

·                   the execution of the definitive merger agreement through a public deed; and

·                   the registration of the definitive merger agreement, the merger and the dissolution of each of the Merged Companies with the Relevant Public Registries of Commerce.

No assurance can be given as to when or whether any of these approvals and consents will be obtained, the terms and conditions that may be imposed in connection with their consents and approvals, or the consequences of failing to obtain the consents and approvals.

Q:           How will my rights as an ADS holder change after the merger?

A:            By receiving either Pampa Shares or Pampa ADSs, you will be entitled to certain rights as a shareholder of Pampa that are different from your rights as a shareholder of Petrobras Argentina. See “Comparison of the Rights of Shareholders of Pampa and Petrobras Argentina.” The Pampa Shares and Pampa ADSs to be issued in the merger will have the same rights (including the right to receive dividends) as the Pampa Shares and Pampa ADSs prior to the merger, as set forth in Pampa’s bylaws ( estatutos ) and the Pampa Deposit Agreement.

Q:           When will holders of PESA ADSs receive Pampa ADSs?

A:            You will receive your Pampa Shares or Pampa ADSs upon receipt of the required shareholder approvals and the completion of the regulatory steps, as described above, which we currently anticipate will occur on or prior to December 31, 2017.  Pampa and the Merged Companies will work diligently to obtain the necessary shareholder approvals and complete the regulatory steps, as described above.  However, because many of these steps are outside of our control and the Merged Companies’ control and their completion depends on third parties, we can provide no assurances as to when we will consummate the merger or whether the merger will be consummated at all.

Q:           Who can vote and what is the record date for the extraordinary general shareholders meetings?

A:            Only shareholders of each of the Merged Companies who hold their shares of record as of close of business, local time, on              , 2017 will be entitled to attend and vote at the extraordinary general shareholders meeting to approve the merger.

Only Pampa shareholders who hold Pampa Shares of record as of close of business, local time, on             , 2017 will be entitled to attend and vote at the extraordinary general shareholders meeting to approve the merger.

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The PESA ADS Depositary shall fix a record date as soon as practicable for the determination of the holders of PESA ADSs who shall be entitled to give instructions for the exercise of voting rights at such meeting.

The Pampa ADS Depositary shall fix a record date as soon as practicable for the determination of the holders of Pampa ADSs who shall be entitled to give instructions for the exercise of voting rights at such meeting.

Q:           Where and when is the extraordinary general shareholders meeting to approve the merger?

A:            Petrobras Argentina will hold the extraordinary general meeting of Petrobras Argentina shareholders at              , local time, on                      , 2017, at Maipú 1, City of Buenos Aires.

Pampa will hold the extraordinary general meeting of Pampa shareholders at            , local time, on                      , 2017, at Maipú 1, City of Buenos Aires.

PEISA will hold the extraordinary general meeting of PEISA shareholders at            , local time, on                      , 2017, at Maipú 1, City of Buenos Aires.

Albares will hold the extraordinary general meeting of Albares shareholders at            , local time, on                      , 2017, at Castelli 63, Chivilcoy, Provincia de Buenos Aires.

Q:           How do I vote and do I have to attend the extraordinary general shareholders meeting in person to vote?

A:            Holders of PESA Shares or Pampa Shares

Holders of PESA Shares or Pampa Shares may attend their respective extraordinary general shareholders meeting in person or by proxy to vote.  In either case, you may also grant an Argentine power of attorney to an attorney-in-fact who must attend the meeting in person and vote your shares on your behalf.  If you are a foreign company, you will be requested to show evidence of your registration as a foreign shareholder to the Public Registry of Commerce, pursuant to the terms of Section 123 of the AGCL.

Holders of PESA ADSs

Holders of PESA ADSs whose ownership is directly recorded on the registry of the PESA ADS Depositary by the record date will receive instructions on how to vote the shares underlying their PESA ADSs at the extraordinary general shareholders meeting, provided the PESA ADS Depositary receives adequate advance notice of the meeting.  The depositary will endeavor to vote your PESA ADSs in accordance with the instructions you provide.  Beneficial owners of PESA ADSs whose PESA ADSs are held by a custodial entity such as a bank, broker, custodian or other nominee and who wish to vote at the extraordinary general shareholders meeting must instruct such entity on how to vote their PESA ADSs with sufficient time prior to the extraordinary general shareholders meeting.  In order to do so, beneficial owners of PESA ADSs should contact the bank, broker, custodian or other nominee through which their PESA ADSs are held for instructions on how to do so.  See “The Petrobras Argentina Extraordinary General Shareholders Meeting—Manner of Voting.”

Holders of Pampa ADSs

Holders of Pampa ADSs whose ownership is directly recorded on the registry of the Pampa ADS Depositary by the record date will receive instructions on how to vote the shares underlying their Pampa ADSs at the extraordinary general shareholders meeting, provided the Pampa ADS Depositary receives adequate advance notice of the meeting.  The depositary will endeavor to vote your Pampa ADSs in accordance with the instructions you provide, subject to the terms of the Pampa Deposit Agreement.  Beneficial owners of Pampa ADSs whose Pampa ADSs are held by a custodial entity such as a bank, broker, custodian or other nominee and who wish to vote at the extraordinary general shareholders meeting must instruct such entity on how to vote their Pampa ADSs with sufficient time prior to the extraordinary general shareholders meeting.  In order to do so, beneficial owners of Pampa ADSs should contact the bank, broker, custodian or other nominee through which their Pampa ADSs are held for instructions on how to do so.  See “The Pampa General Shareholders Meeting—Manner of Voting.”

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Q:           What happens if I abstain from voting or do not vote?

A:            Holders of PESA Shares or Pampa Shares

If you hold PESA Shares or Pampa Shares (in each case, not in form of ADSs) and abstain from voting, your vote will not be counted for the purposes of calculating the total number of shares that voted on the merger. In such case, your vote will not be considered an affirmative or negative vote in respect of the merger.

Holders of PESA ADSs

PESA ADSs for which no voting instruction is submitted to the PESA Depositary may not be voted in favor of the proposal of the PESA Board of Directors.

Holders of Pampa ADSs

Pampa ADSs for which no voting instruction is submitted to the Pampa Depositary may be voted in favor of the proposal of the Pampa Board of Directors, subject to the conditions of the Pampa Deposit Agreement.

If the merger is approved, holders of PESA Securities that abstain from voting will receive Pampa Securities in exchange for their PESA Securities.

Q:           When will holders of PESA Securities begin to receive dividends on the Pampa ADSs or Pampa Shares that they acquire in the merger?

A:            You will receive any dividends that have a record date that falls after the date on which you receive Pampa ADSs or Pampa Shares pursuant to the merger.

Q:           Who can help answer my questions?

A:            If you have any questions about the proposed merger, you should contact:

Pampa Energía S.A.

Maipú 1, 21st Floor

(C1084ABA) Buenos Aires

Argentina

+54-11-4344-6000

Attention: Lida Wang

www. pampaenergia .com

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Nueva Capacidad de Generación Térmica ) framework, pursuant to Resolution SEE 21/2016: (i) expanding the 100 MW installed capacity at CTLL and (ii) the construction of a new power generation plant with an estimated installed capacity of 100 MW at Ingeniero White located in the Province of Buenos Aires;

·                   Hidroeléctrica Los Nihuiles S.A. (“ HINISA ”) and Hidroeléctrica Diamante S.A. (“ HIDISA ”), two hydroelectric power generation systems located in the Province of Mendoza with an aggregate installed capacity of 653 MW, both of which we acquired in October 2006;

·                   Pampa Comercializadora S.A. (“ PACOSA ”), which provides firm gas and energy contracts and manages transactions with small clients;

·                   Greenwind S.A. (“ Greenwind ”), a wind farm located in Bahía Blanca, Province of Buenos Aires, whose main objective is to develop a wind power project named “Corti,” with a capacity of 100 MW. As of the date of this prospectus, Greenwind’s sole asset is a legal right to use and profit from 1,500 hectares of land for a 27-year period where wind measurements have been taken during the last four years;

·                   Parques Eólicos del Fin del Mundo S.A. (“ PEFMSA ”) (acquired in May 2016), a 50 MW wind farm located in Bahia Blanca, Province of Buenos Aires, whose main objective is to develop a wind power project named “Parque Eólico de la Bahía.” As of the date of this prospectus, PEFMSA’s sole asset is a legal right to use and profit from 500 hectares of land for a 23-year period wind measurements have been taken during the last four years; and

·                   Parques Eólicos Argentinos S.A. (“ PEA ”) (acquired in August 2016), a 50 MW wind farm located in Las Armas, Maipú, Province of Buenos Aires, whose main objective is to develop a wind power project named “Parque Eólico de Las Armas.” As of the date of this prospectus, PEA’s sole asset is the legal right to use and profit from 440 hectares, where wind measurements have been taken place.

·                   Electricity Transmission . We participate in the electricity transmission business through our jointly controlling 26.3% indirect interest in Compañía de Transporte de Energía Eléctrica en AltaTensión S.A. (“ Transener ”), which owns, operates and maintains the largest high-voltage electricity transmission system in Argentina, and Empresa de Transporte de Energía Eléctrica por Distribución Troncal de la Provincia de Buenos Aires Transba S.A. (“ Transba ”), which owns and operates a separate high-voltage transmission system located within the Province of Buenos Aires. We acquired our joint controlling interest in Transener in September 2006.

·                   Electricity Distribution . We are engaged in the electricity distribution business through our subsidiary Empresa Distribuidora y Comercializadora Norte S.A. (“ Edenor ”), the largest electricity distribution company in Argentina, in terms of number of customers and electricity sold (in terms of both GWh and pesos) in 2016, based on publicly available figures released by electricity distribution companies in Argentina, which holds a concession to distribute electricity on an exclusive basis to the northwestern zone of the greater Buenos Aires metropolitan area and the northern portion of the City of Buenos Aires, comprising an area of 4,637 square kilometers and a population of approximately 2.8 million customers. We acquired our controlling interest of 51.5% in Edenor in September 2007.

·                   Oil and Gas . We are engaged in the oil and gas business through Petrolera Pampa S.A. (“ PEPASA ”) and, following the Transaction, through Petrobras Argentina.  As of September 30, 2016, PEPASA obtained its oil and gas production of approximately 3.0 million cubic meters per day from five different production blocks and more than 130 productive wells through partnerships with Yacimientos del Sur S.A., Petrobras Argentina and YPF S.A. (“ YPF ”), and through its activities as the sole operator in a separate area. We have a 49.6% interest in PEPASA.

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·                   Other Assets and Investments.  We also own other assets and investments, including Bodega Loma la Lata S.A. and Pampa Comercializadora S.A.  On July 27, 2016, we sold our indirect interest in Transportadora de Gas del Sur S.A. (“ TGS ”).

Our principal executive offices are located at Maipú 1, C1084ABA, City of Buenos Aires, Argentina. Our telephone number is +54-11- 4344-6000. Our website address is www.pampaenergia.com. None of the information available on our website will be deemed to be included or incorporated by reference into this prospectus.

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(1) Solely for the convenience of the reader, peso amounts as of September 30, 2016 have been translated into U.S. dollars at the average between the purchaser and seller exchange rate for U.S. dollars quoted by Banco Nación on September 30, 2016 of Ps.15.260 to U.S.$1.00.

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