CUSIP No. 697660207
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13D/A
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Page
2
of
2
Pages
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1.
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Names of Reporting Persons: Grupo Mtres S.A.
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2.
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Check the Appropriate Box if a Member of a Group
(a)
¨
(b)
¨
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3.
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SEC Use Only:
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4.
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Source of Funds: WC, AF
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5.
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
¨
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6.
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Citizenship or Place of Organization: Uruguay
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power: -0-
|
8.
|
Shared Voting Power: 34,754,750
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9.
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Sole Dispositive Power: -0-
|
10.
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Shared Dispositive Power: 34,754,750
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person: 34,754,750
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12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
¨
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13.
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Percent of Class Represented by Amount in Row (11): 1.89%
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14.
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Type of Reporting Person: HC
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CUSIP No. 697660207
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13D/A
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Page
3
of
11
Pages
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1.
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Names of Reporting Persons: Tres Emes Ltd.
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2.
|
Check the Appropriate Box if a Member of a Group
(a)
¨
(b)
¨
|
3.
|
SEC Use Only:
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4.
|
Source of Funds: AF
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
¨
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6.
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Citizenship or Place of Organization: Cayman Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power: -0-
|
8.
|
Shared Voting Power: 34,754,750
|
9.
|
Sole Dispositive Power: -0-
|
10.
|
Shared Dispositive Power: 34,754,750
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person: 34,754,750
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
¨
|
13.
|
Percent of Class Represented by Amount in Row (11): 1.89%
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14.
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Type of Reporting Person: HC
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CUSIP No. 697660207
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13D/A
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Page
4
of
11
Pages
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1.
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Names of Reporting Persons: Emes Inversora S.A.
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2.
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Check the Appropriate Box if a Member of a Group
(a)
¨
(b)
¨
|
3.
|
SEC Use Only:
|
4.
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Source of Funds: AF
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
¨
|
6.
|
Citizenship or Place of Organization: Argentina
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power: -0-
|
8.
|
Shared Voting Power: 34,754,750
|
9.
|
Sole Dispositive Power: -0-
|
10.
|
Shared Dispositive Power: 34,754,750
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person: 34,754,750
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
¨
|
13.
|
Percent of Class Represented by Amount in Row (11): 1.89%
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14.
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Type of Reporting Person: HC
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CUSIP No. 697660207
|
13D/A
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Page
5
of
11
Pages
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1.
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Names of Reporting Persons: Mindlin Warrants S.A.
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2.
|
Check the Appropriate Box if a Member of a Group
(a)
¨
(b)
¨
|
3.
|
SEC Use Only:
|
4.
|
Source of Funds: AF, WC
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
¨
|
6.
|
Citizenship or Place of Organization: Uruguay
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power: 186,221,675
|
8.
|
Shared Voting Power: -0-
|
9.
|
Sole Dispositive Power: 186,221,675
|
10.
|
Shared Dispositive Power: -0-
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person: 186,221,675
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
¨
|
13.
|
Percent of Class Represented by Amount in Row (11): 10.14%
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14.
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Type of Reporting Person: HC
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CUSIP No. 697660207
|
13D/A
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Page
6
of
11
Pages
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1.
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Names of Reporting Persons: Marcos Marcelo Mindlin
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2.
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Check the Appropriate Box if a Member of a Group
(a)
¨
(b)
¨
|
3.
|
SEC Use Only:
|
4.
|
Source of Funds: AF, PF
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
¨
|
6.
|
Citizenship or Place of Organization: Argentina
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power: 186,221,675
|
8.
|
Shared Voting Power: 34,754,750
|
9.
|
Sole Dispositive Power: 186,221,675
|
10.
|
Shared Dispositive Power: 34,754,750
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person: 220,976,425
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares:
¨
|
13.
|
Percent of Class Represented by Amount in Row (11): 12.03%
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14.
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Type of Reporting Person: IN
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Item 1. Security and Issuer.
This Amendment No. 7 (this “Amendment No. 7”) amends and supplements the Schedule 13D previously filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 21, 2010 (the “Original Schedule 13D”), as amended from time to time (the “Schedule 13D”), with respect to the common shares (the “Pampa Shares”) of Pampa Energía S.A., a
sociedad anónima
organized under the laws of the Republic of Argentina (the “Issuer”), and the American depositary shares (the “Pampa ADSs”) of the Issuer, each representing 25 Pampa Shares, that are traded on the New York Stock Exchange. The principal executive offices of the Issuer are located at Maipú 1, 22nd Floor, C1084ABA, City of Buenos Aires, Argentina.
Unless otherwise stated herein, the Schedule 13D remains in full force and effect. Capitalized terms used in this Amendment No. 7 and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.
Item 2. Identity and Background.
Item 2 of Schedule 13D is hereby amended and restated as follows:
This Amendment No. 7 is filed pursuant to Rule 13d-2(a) under the Securities Exchange Act of 1934, as amended, by the persons listed in (1) to (5) below (the “Reporting Persons”):
(1)
Grupo Mtres S.A. (“Grupo M”) (formerly known as Dolphin Fund Management S.A.) is a
sociedad anónima
organized under the laws of the Republic of Uruguay. The address of its principal office is Zabala 1422, Piso 2, Montevideo, Uruguay. Grupo M is a holding company whose primary investments are the Pampa Shares disclosed herein and its interest in Pampa F&F LLC (“Pampa F&F”), which entity was dissolved and wound-up. Grupo M is a wholly owned subsidiary of Tres Emes Ltd.
(2)
Tres Emes Ltd. (“Tres M”) (formerly known as Consultores Fund Management Ltd.) is an ordinary company organized under the laws of the Cayman Islands. The address of its principal office is Regatta Office Park, West Bay Road, Grand Cayman KY1-1205, Cayman Islands. Tres M is a holding company whose primary investment is its interest in Grupo M, through which it indirectly owns the Pampa Shares disclosed herein. Tres M is wholly owned by Emes Inversora S.A.
(3)
Emes Inversora S.A. (“Emes”) (formerly known as Dolphin Inversora S.A.) is a
sociedad anónima
organized under the laws of the Republic of Argentina. The address of its principal office is Maipú 1, C1084ABA, City of Buenos Aires, Argentina. Emes is a holding company whose primary investment is its interest in Tres M, through which it indirectly owns the Pampa Shares disclosed herein. Emes is controlled by Marcos Marcelo Mindlin (“Marcelo Mindlin”).
(4)
Mindlin Warrants S.A. (“MW”) is a
sociedad anónima
organized under the laws of the Republic of Uruguay. The address of its principal office is Costa Rica 1538, Montevideo (11500), Uruguay. MW is a holding company whose primary investment is owning the Pampa Shares disclosed herein. MW is wholly-owned by Marcelo Mindlin.
(5)
Marcelo Mindlin is a citizen of Argentina. Marcelo Mindlin is the Chairman of the Board of Directors (the “Board”) and Executive Director of the Issuer, and his principal business address is Maipú 1, 22nd Floor, C1084ABA, City of Buenos Aires, Argentina.
The directors and executive officers of each of Tres M and Emes are Marcelo Mindlin, Damián Miguel Mindlin (“Damián Mindlin”) and Gustavo Mariani. The directors and executive officers of Grupo M are Damián Mindlin, Gustavo Mariani and Germán Pérez. The directors and executive officers of MW are Marcelo Mindlin and Germán Pérez.
Damián Mindlin is a citizen of Argentina. Damián Mindlin is a member of the Board and the Director, Vice Chairman and Purchasing, QSELH
[1]
, Property Security and Marketing Director of the Issuer. His principal business address is Maipú 1, 22nd Floor, C1084ABA, City of Buenos Aires, Argentina.
Gustavo Mariani is a citizen of Argentina. Gustavo Mariani is the Vice-Chairman of the Board, as well as Co‑Chief Executive Officer, Chief Generation Manager and Chief of New Business of the Issuer. His principal business address is Maipú 1, 22nd Floor, C1084ABA, City of Buenos Aires, Argentina.
Germán Pérez is a citizen of Uruguay. Germán Pérez is a director of Grupo M and MW. His principal business address is Costa Rica 1538, Montevideo (11500), Uruguay.
None of the Reporting Persons nor, to the best of their knowledge, any of the directors, executive officers or members, as applicable, of Grupo M, Tres M, Emes or MW has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Sources and Amount of Funds or Other Consideration.
No material changes.
Item 4. Purpose of Transaction.
No material changes.
Item 5. Interest in Securities of the Issuer.
Item 5 of Schedule 13D is hereby amended and restated as follows:
(a) and (b) The Reporting Persons have, as of September 5, 2017, the following interests in the Pampa Shares:
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Pampa Shares Beneficially Owned
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% of Class
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Sole Power to Vote
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Shared Power to Vote
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Sole Power to Dispose
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Shared Power to Dispose
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Grupo M
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|
34,754,750
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1.89%
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-0-
|
34,754,750
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-0-
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34,754,750
|
Tres M
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|
34,754,750
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1.89 %
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-0-
|
34,754,750
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-0-
|
34,754,750
|
Emes Inversora
|
|
34,754,750
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1.89 %
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-0-
|
34,754,750
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-0-
|
34,754,750
|
MW
|
|
186,221,675
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10.14%
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186,221,675
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-0-
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186,221,675
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-0-
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Marcelo Mindlin
|
|
220,976,425
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12.03%
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186,221,675
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34,754,750
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186,221,675
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34,754,750
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(c) Since the most recent filing on Schedule 13D, the following transactions by Reporting Persons took place with respect to Pampa Shares:
[1]
Quality, Safety, Environment & Labor Health
Reporting Person
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Date of Transaction
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Pampa Shares Acquired/(Sold)
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Pampa ADSs Acquired/(Sold)
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Price per Pampa ADS (USD)
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Broker
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Grupo Mtres S.A.
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01/23/2017
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(399,950)
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(15,998)
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44.96
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J.P. Morgan Securities LLC (“JPM Securities”)
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Grupo Mtres S.A.
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01/24/2017
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(5,763,825)
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(230,553)
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44.83
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Nomura America Securities LLC (“Nomura Securities”)
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Grupo Mtres S.A.
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01/26/2017
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(4,448,500)
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(177,940)
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45.38
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JPM Securities
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Grupo Mtres S.A.
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01/27/2017
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(14,850)
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(594)
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45.51
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Nomura Securities
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Grupo Mtres S.A.
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01/30/2017
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(528,900)
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(21,156)
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45.54
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Nomura Securities
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Grupo Mtres S.A.
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01/31/2017
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(5,750,000)
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(230,000)
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45.79
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JPM Securities
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Grupo Mtres S.A.
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02/02/2017
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(7,500,000)
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(300,000)
|
49.05
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JPM Securities
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Grupo Mtres S.A.
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02/03/2017
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(4,116,125)
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(164,645)
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48.96
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Nomura Securities
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Grupo Mtres S.A.
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03/16/2017
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(2,177,050)
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(87,082)
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48.91
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JPM Securities
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Grupo Mtres S.A.
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03/17/2017
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(675,000)
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(27,000)
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49.00
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JPM Securities
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Grupo Mtres S.A.
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04/11/2017
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(499,200)
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(19,968)
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59.63
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JPM Securities
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Grupo Mtres S.A.
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04/13/2017
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(135,075)
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(5,403)
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59.07
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JPM Securities
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Grupo Mtres S.A.
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04/17/2017
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(892,575)
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(35,703)
|
58.92
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JPM Securities
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Grupo Mtres S.A.
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04/18/2017
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(21,575)
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(863)
|
59.01
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JPM Securities
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Grupo Mtres S.A.
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05/16/2017
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(25,325)
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(1,013)
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60.79
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JPM Securities
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Mindlin Warrants S.A.
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05/30/2017
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(400,000)
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(16,000)
|
63.01
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JPM Securities
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Mindlin Warrants S.A.
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05/31/2017
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(200,000)
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(8,000)
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63.00
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JPM Securities
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Mindlin Warrants S.A.
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06/01/2017
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(1,500,000)
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(60,000)
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64.29
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JPM Securities
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Mindlin Warrants S.A.
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06/02/2017
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(1,074,900)
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(42,996)
|
64.39
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JPM Securities
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Mindlin Warrants S.A.
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06/05/2017
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(15,000)
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(600)
|
64.19
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JPM Securities
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Mindlin Warrants S.A.
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06/06/2017
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(30,000)
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(1,200)
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64.08
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JPM Securities
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Mindlin Warrants S.A.
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06/09/2017
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(30,850 )
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(1,234)
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64.01
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JPM Securities
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Mindlin Warrants S.A.
|
06/19/2017
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(2,050,000)
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(82,000)
|
64.77
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JPM Securities
|
Mindlin Warrants S.A.
|
07/18/2017
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414,600
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16,584
|
51.59
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JPM Securities
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Grupo Mtres S.A.
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07/21/2017
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(1.250,000)
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(50,000)
|
55.58
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Nomura Securities
|
To the knowledge of the Reporting Persons, (i) Gustavo Mariani beneficially owns 43,435,901 Pampa Shares, or 2.37% of the outstanding Pampa Shares, and (ii) Damian Mindlin beneficially owns 42,785,900 Pampa Shares, or 2.
33% of the outstanding Pampa Shares.
Except as described above, no Reporting Persons have and, to the knowledge of the Reporting Persons, no persons otherwise identified in Item 2 have effected any transactions in the Pampa Shares or Pampa ADSs since the most recent filing on Schedule 13D.
(d) No person, other than the Reporting Persons, is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities covered by this Amendment No. 7.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer.
No material changes.
Item 7. Material to Be Filed as Exhibits.
No material changes.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 7 is true, complete and correct.
Dated: September 5, 2017
|
Grupo Mtres S.A.
By:
/s/ Damián Mindlin
Name: Damián Mindlin
Title: President
Tres Emes Ltd.
By:
/s/ Marcelo Mindlin
Name: Marcelo Mindlin
Title: President
Emes Inversora S.A.
By:
/s/ Marcelo Mindlin
Name: Marcelo Mindlin
Title: President
Mindlin Warrants S.A.
By:
/s/ Marcelo Mindlin
Name: Marcelo Mindlin
Title: President
Marcos Marcelo Mindlin
By:
/s/ Marcelo Mindlin
|