BUENOS
AIRES, Argentina, April 12,
2022 /PRNewswire/ -- Empresa Distribuidora y
Comercializadora Norte S.A. ("Edenor" or the
"Company") hereby announces the commencement of its offer to
exchange (the "Offer" or the "Exchange Offer") any
and all of its outstanding 9.75% Senior Notes due 2022 (the
"Existing Notes") for the applicable amount of newly issued
9.75% Senior Notes due 2025 (the "New Notes") and cash, as
applicable, upon the terms and subject to the conditions set forth
in the exchange offer memorandum, dated April 12, 2022 (the "Exchange Offer
Memorandum"). Capitalized terms not defined herein shall have
the meaning ascribed to them in the Exchange Offer Memorandum.
The Offer is only available to holders of Existing Notes who
are (1) "Qualified Institutional Buyers" ("QIBs") as defined in
Rule 144A under the Securities Act of 1933, 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, or (2) persons other than
"U.S. persons" (as defined in Rule 902 under Regulation S under the
Securities Act, "U.S. Persons") outside the United States who are not acquiring New
Notes for the account or benefit of a U.S. Person, in offshore
transactions in reliance on Regulation S under the Securities Act,
and who are non-U.S. Qualified Offerees (as defined in the Exchange
Offer Memorandum), in each case, whose receipt and review of the
Exchange Offer Memorandum, and participation in the Offer, is
otherwise permitted under the laws and regulations of any
jurisdiction applicable to them. Eligible Holders in
Argentina are urged to read, must
follow the procedures set forth in, and must rely exclusively on,
the Argentine Exchange Offer Memorandum. Holders who desire to
obtain and complete an electronic Eligibility Letter should visit
the following website:
https://bonds.morrowsodali.com/EdenorEligibility.
The following table sets forth certain information relating to
the Exchange Offer:
|
|
or
|
Option B(2)(3)
|
|
|
|
|
Option
A
|
|
Existing
Notes
|
ISINs and
CUSIPs (144A and Reg
S)
|
Aggregate
Principal
Amount of Existing
Notes Outstanding
|
Early Exchange
Consideration(2) (Principal
Amount of New
Notes)
|
Late Exchange
Consideration(2) (Principal
Amount of New
Notes)
|
Early Exchange
Consideration
(Principal Amount
of New Notes)
|
Late Exchange
Consideration
(Principal Amount of
New Notes)
|
Cash
Consideration
|
|
9.75%
Senior
Notes due
2022(1)
|
ISINs:
US29244AAK88 /
USP3710FAJ32
CUSIPs: 29244A AK8 /
P3710F AJ3
|
U.S.$98,057,000
|
U.S.$1,050
|
U.S.$1,030
|
1.04 times the
difference between
U.S.$1,000 and the
Pro-Rata Cash
Consideration(4)
|
1.02 times the
difference between
U.S.$1,000 and the
Pro-Rata Cash
Consideration
|
Aggregate amount
equivalent to the lesser of
(x) 30% of the principal
amount of Existing Notes
that are validly tendered
and accepted for exchange
in the Offer and (y) the
principal amount of the
Existing Notes accepted
for exchange under
Option B
|
(1) The Existing Notes are currently listed on the
Luxembourg Stock Exchange and traded on its Euro MTF Market, are
listed and traded on the BYMA (as defined below), through BCBA (as
defined below) acting in accordance with the authority delegated by
the BYMA to the BCBA, and are traded on the MAE (as defined
below).
(2) Per U.S.$1,000 principal
amount of Existing Notes validly tendered and accepted for
exchange. The Exchange Consideration (as defined below) does not
include the Accrued Interest Payment (as defined below).
(3) Holders of Existing Notes validly submitting Tender
Orders in exchange for the Exchange Consideration (as defined
below) under Option B will receive a combination of the Applicable
Cash Consideration (as defined below) and the applicable Early New
Notes Consideration or Late New Notes Consideration, as applicable.
At the Expiration Date, the actual Early B Consideration or Late B
Consideration, as applicable, to be received by each Eligible
Holder whose Existing Notes are accepted in the Exchange Offer
under Option B will be determined on the basis of the actual
participation by Eligible Holders in the Exchange Offer and their
selection between Option A and Option B.
(4) The Pro-Rata Cash Consideration that will be
equivalent to the Cash Consideration divided by the principal
amount of Existing Notes accepted under Option B times 1,000.
The Offer will expire at 5:00
p.m., New York City time,
on May 9, 2022, unless extended by us
in our sole discretion (such date and time, as the same may be
extended, the "Expiration Date"). In order to be eligible to
receive the Early Tender Consideration (as defined below), Eligible
Holders of Existing Notes must submit their Tender Orders (as
defined below) at or prior to 5:00
p.m. New York City time on
April 28, 2022, unless extended by us
in our sole discretion (such date and time, as the same may be
extended, the "Early Tender Date"). Eligible Holders of
Existing Notes who validly submit their Tender Orders after the
Early Tender Date, but on or prior to the Expiration Date will be
eligible to receive the Late Tender Consideration (as defined
below). Tender Orders may be validly revoked at any time prior to
5:00 p.m., New York City time on May 9, 2022 unless extended by us in our sole
discretion (such date and time, as the same may be extended, the
"Withdrawal Date"), but not thereafter. The deadlines set by
any intermediary or relevant clearing system may be earlier than
these deadlines.
The terms and conditions of this Offer incorporate the helpful
feedback received from select holders of Existing Notes.
Exchange Consideration
Eligible Holders of Existing Notes, for their Tender Orders
validly submitted at or prior to the Expiration Date, may choose
between two, mutually exclusive, consideration options, detailed in
the table above, in the columns under the headings "Option A" and
"Option B".
Tenders of Existing Notes under Option A
Tender Orders of Existing Notes submitted under Option A at or
prior to the Early Tender Date will receive U.S.$1,050 principal amount of New Notes per
U.S.$1,000 principal amount of
Existing Notes validly tendered and accepted for exchange (the
"Early A Consideration").
Eligible Holders of Existing Notes who validly submit a Tender
Order under Option A after the Early Tender Date but at or prior to
the Expiration Date will be eligible to receive, for each
U.S.$1,000 principal amount of
Existing Notes, U.S.$1,030 of New
Notes (the "Late A Consideration").
Tenders of Existing Notes under Option B
Tender Orders of Existing Notes submitted under Option B at or
prior to the Early Tender Date will receive a portion of the Cash
Consideration (as defined below) (such portion, the "Early Cash
Consideration"), plus the applicable Early New Notes
Consideration (as defined below) (together with the Early Cash
Consideration, the "Early B Consideration"). Tender Orders
of Existing Notes submitted under Option B after the Early Tender
Date but on or prior to the Expiration Date will receive a portion
of the Cash Consideration (such portion, the "Late Cash
Consideration"), plus the applicable Late New Notes
Consideration (as defined below) (together with the Late Cash
Consideration, the "Late B Consideration" and the Early Cash
Consideration or the Late Cash Consideration, as the case may be,
the "Applicable Cash Consideration").
The Cash Consideration is an aggregate amount equivalent to the
lesser of (x) 30% of the principal amount of Existing Notes that
are validly tendered and accepted for exchange in the Offer and (y)
the principal amount of the Existing Notes accepted for exchange
under Option B (the "Cash Consideration"). The Pro-Rata Cash
Consideration that will be payable to Eligible Holders whose
Existing Notes are accepted for exchange in this Option B will be
equivalent to the Cash Consideration divided by the principal
amount of Existing Notes accepted under Option B times 1,000 (the
"Pro-Rata Cash Consideration").
The Early New Notes Consideration for each Eligible Holder whose
Existing Notes are accepted for exchange under Option B will be
equal to 1.04 times the difference between U.S.$1,000 and the Pro-Rata Cash Consideration
received by each such Eligible Holder. The Late New Notes
Consideration for each Eligible Holder whose Existing Notes are
accepted for exchange under Option B will be equal to 1.02 times
the difference between U.S.$1,000 and
the Pro-Rata Cash Consideration received by each such Eligible
Holder. Accordingly, the actual amounts of Early New Notes
Consideration or Late New Notes Consideration and Applicable Cash
Consideration comprising the Early B Consideration or the Late B
Consideration, respectively, to be received by each Eligible Holder
whose Existing Notes are accepted in the Offer under Option B, will
depend on the actual participation by Eligible Holders in the Offer
and their selection between Option A and Option B.
The composition of the Early B Consideration or Late B
Consideration between Cash Consideration and Early New Notes
Consideration or Late New Notes Consideration will be determined on
the Expiration Date.
A separate Tender Order must be submitted on behalf of each
beneficial owner.
Accrued Interest
In addition to the Exchange Consideration, Eligible Holders
whose Existing Notes are accepted for exchange in the Exchange
Offer will also receive all accrued and unpaid interest (rounded to
the nearest cent U.S.$0.01) from the
last interest payment date to, but not including, the Settlement
Date (as defined below) (such payment, the "Accrued Interest
Payment"), to be paid in cash on the Settlement Date.
The Settlement Date is expected to be May
12, 2022.
New Notes
Principal of the New Notes will mature on May 12, 2025. The New Notes will bear interest at
9.75% per year, payable semi-annually in arrears on May 12 and November
12 of each year, commencing on November 12, 2022.
The Condition
We will not be required to consummate the Offer, and we may
terminate the Offer or, at our option, withdraw, modify, extend or
otherwise amend the Offer at any time prior to or concurrently with
the expiration of the Offer, as extended for any reason in our sole
discretion, including without limitation, if the following
condition has not been satisfied or waived (in our sole
discretion): no order, statute, rule, regulation, executive order,
stay, decree, judgment or injunction shall have been proposed,
enacted, entered, issued, promulgated, enforced or deemed
applicable by any court or governmental, regulatory or
administrative agency or instrumentality, that prohibits, prevents,
restricts or delays consummation of the Offer.
Foreign exchange regulations currently prevent us from accessing
the foreign exchange market to repay the full outstanding principal
under the Existing Notes. Therefore, if we are unable to consummate
the Exchange Offer, we may not be able to repay our debt in whole
or in part under the Existing Notes at maturity.
If and when issued, the New Notes will not be registered
under the Securities Act or the securities laws of any other
jurisdiction except that the CNV has authorized the
public offering of the Program and the notes issued thereunder,
pursuant to Resolution No. 20,503 dated October 23, 2019, and Resolution No.
DI-2022-4APN-GE#CNV dated April 8,
2022. The public offering of the New Notes in Argentina is included within the public
offering authorization granted by the CNV to the Program, in
accordance with Section 41, Title II, Chapter V, Section VIII of
the CNV Rules. Therefore, the New Notes may not be offered or sold
in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act and any applicable state
securities laws.
Morrow Sodali Limited will act as the Exchange and
Information Agent for the Offer. Questions or requests for
assistance related to the Offer or for additional copies of the
Offer Documents may be directed to the Exchange and Information
Agent (email: Edenor@investor.morrowsodali.com; Tel: +1 203 609
4910 (Stamford); Tel: +44 20 4513
6933 (London). You may also
contact your broker, dealer, commercial bank, trust company or
other nominee for assistance concerning the Offer. The Offer
Documents are available for Eligible Holders at the following
Eligibility Letter
Website: https://bonds.morrowsodali.com/EdenorEligibility.
BofA Securities, Inc. and BCP Securities, Inc. are acting as
dealer managers for the Offer outside Argentina.
Global Valores S.A. will act as Argentine Dealer Manager for the
Offer in Argentina. Questions or
requests for assistance related to the Offer in Argentina may be directed to the Argentine
Dealer Manager (email: capitalmarkets@globalvalores.com.ar; Tel.:
(5411) 5235 1232 (Argentina).
Subject to applicable law, the Offer may be amended in any
respect, extended or, upon failure of a condition to be satisfied
or waived or terminated at any time and for any reason prior to the
Expiration Date. We reserve the right to amend, at any time, the
terms of the Offer (including, without limitation, the conditions
thereto) in accordance with applicable law. We will give Eligible
Holders notice of any amendments and will extend the Expiration
Date if required by applicable law.
Eligible Holders of Existing Notes are advised to check with any
bank, securities broker or other intermediary through which they
hold Existing Notes as to when such intermediary would need to
receive instructions from an Eligible Holder in order for that
Eligible Holder to be able to participate in, or withdraw their
instruction to participate in, the Offer before the deadlines
specified in the Offer Documents. The deadlines set by any such
intermediary for the submission of instructions will be earlier
than the relevant deadlines specified above.
Important Notice
This announcement is not an offer of securities for sale
in the United States, and
none of the New Notes has been or will be registered under the
Securities Act or any state securities law (other
than Argentina, where the public offering of the New Notes is
included within the public offering authorization granted by the
CNV to the Program, in accordance with Section 41, Title II,
Chapter V, Section VIII of the CNV Rules.). The CNV's
authorization means only that the information requirements of the
CNV have been satisfied. The CNV has not rendered any opinion in
respect of the accuracy of the information contained in the
Exchange Offer Memorandum or the Argentine Exchange Offer
Memorandum, and has not issued an opinion about the Exchange
Consideration to be received pursuant the terms of the Exchange
Offer.
The New Notes may not be offered or sold within the United
States or to, or for the account or benefit of, U.S. persons
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities
Act. This press release does not constitute an offer of the
New Notes for sale, or the solicitation of an offer to buy any
securities, in any state or other jurisdiction in which any offer,
solicitation or sale would be unlawful. None of the Company,
the Dealer Managers, the Argentine Dealer Manager, the Exchange and
Information Agent, the Trustee, the representative of the Trustee
in Argentina, the Paying Agents,
the Registrars, the Transfer Agents, the Luxembourg Listing Agent
or their respective directors, employees and affiliates makes any
recommendation whatsoever regarding the Offer or any recommendation
as to whether Eligible Holders should tender or refrain from
tendering their Existing Notes for exchange pursuant to the Offer.
Accordingly, any person considering participating in the Offer or
making an investment decision relating to the New Notes must inform
itself independently based solely on the Exchange Offer Memorandum
(and, to the extent applicable, the Argentine Exchange Offer
Memorandum and ancillary local offering documents
in Argentina) to be provided to Eligible Holders in connection
with the Offer before taking any such investment decision.
This announcement is directed only to Eligible Holders. No offer
of any kind is being made to any beneficial owner of Existing Notes
who does not meet the above criteria or any other beneficial owner
located in a jurisdiction where the Offer is not permitted by
law.
The distribution of materials relating to the Offer may be
restricted by law in certain jurisdictions. The Offer is void in
all jurisdictions where they are prohibited. If materials relating
to the Offer come into your possession, you are required to inform
yourself of and to observe all of these restrictions. The materials
relating to the Offer, including this communication, do not
constitute, and may not be used in connection with, an offer in any
place where offers are not permitted by law. If a jurisdiction
requires that the Offer be made by a licensed broker or dealer and
a dealer manager or any affiliate of a dealer manager is a licensed
broker or dealer in that jurisdiction, the Offer shall be deemed to
be made by the dealer managers or such affiliate on behalf of the
Company in that jurisdiction.
Forward-Looking Statements
All statements in this press release, other than statements of
historical fact, are forward-looking statements. Specifically, the
Company cannot assure you that the proposed transactions described
above will be consummated on the terms currently contemplated, if
at all. These statements are based on expectations and assumptions
on the date of this press release and are subject to numerous risks
and uncertainties which could cause actual results to differ
materially from those described in the forward-looking statements.
Risks and uncertainties include, but are not limited to, market
conditions, and factors over which the Company has no control. The
Company assumes no obligation to update these forward-looking
statements, and does not intend to do so, unless otherwise required
by law.
Note to Eligible Holders in the European Economic Area
- Prohibition of sales to EEA Retail Investors – 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.
Note to Eligible Holders in the United
Kingdom - Prohibition of sales to UK Retail
Investors – 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 ("UK"). 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 by virtue of the
European Union (Withdrawal) Act 2018 ("EUWA"); (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 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 by virtue of the EUWA (the "UK Prospectus Regulation").
Consequently, no key information document required by Regulation
(EU) No 1286/2014 as it forms part of domestic law 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 UK has been prepared and therefore offering or
selling the New Notes or otherwise making them available to any
retail investor in the UK may be unlawful under the UK PRIIPs
Regulation.
In the UK, this Exchange Offer Memorandum and any other material
in relation to the New Notes described herein are being distributed
only to, and are directed only at, persons who are "qualified
investors" (as defined in the UK Prospectus Regulation) who are (i)
persons having professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (as amended,
the "Order"), or (ii) high net worth entities falling within
Article 49(2)(a) to (d) of the Order, or (iii) persons to whom it
would otherwise be lawful to distribute them, all such persons
together being referred to as "Relevant Persons". In the UK,
the New Notes are only available to, and any invitation, offer or
agreement to subscribe, purchase or otherwise acquire the New Notes
will be engaged in only with, Relevant Persons. This Exchange Offer
Memorandum and its contents are confidential and should not be
distributed, published or reproduced (in whole or in part) or
disclosed by any recipients to any other person in the UK. Any
person in the UK that is not a Relevant Person should not act or
rely on this Exchange Offer Memorandum or its contents.
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SOURCE Edenor (Empresa Distribuidora y Comercializadora Norte
S.A.)