PPENF Pampa Energia SA (PK)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 6-K

 

REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

SECURITIES EXCHANGE ACT OF 1934

 

For the month of September, 2024

(Commission File No. 001-34429),

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PAMPA ENERGIA S.A.
(PAMPA ENERGY INC.)

 

Argentina

(Jurisdiction of incorporation or organization)

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Maipú 1
C1084ABA
City of Buenos Aires
Argentina

(Address of principal executive offices)

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(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

Form 20-F ___X___ Form 40-F ______

(Indicate by check mark whether the registrant by furnishing the
information contained in this form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.)

Yes ______ No ___X___

(If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82- .)

 

  

 

This Form 6-K for Pampa Energía S.A. (“Pampa” or the “Company”) contains:

Exhibit 1: Letter dated September 10, 2024 entitled “PAMPA ENERGÍA S.A. ANNOUNCES SETTLEMENT OF CASH TENDER OFFER.”

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: September 10, 2024

 

Pampa Energía S.A.
By:	/s/ Gustavo Mariani
	Name: Gustavo Mariani Title:   Chief Executive Officer

 

 

FORWARD-LOOKING STATEMENTS

 

This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will a ctually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.

 

 

PAMPA ENERGÍA S.A. ANNOUNCES SETTLEMENT OF CASH TENDER OFFER

BUENOS AIRES, ARGENTINA (September 10, 2024) — Pampa Energía S.A. (“Pampa,” the “Company” or “we”) announced today the settlement of its previously announced cash tender offer (the “Tender Offer”) to purchase any and all of Pampa’s outstanding Series 1 7.500% Notes due 2027 (the “Notes”) issued by the Company under the indenture dated as of January 24, 2017 (the “Indenture”). The Tender Offer expired at 8:00 a.m., New York City time, on September 5, 2024 (such date and time, the “Expiration Time”) and the preliminary results were announced later that day. The Tender Offer settled today, September 10, 2024 (the “Settlement Date”).

 

The Tender Offer was made pursuant to the terms and conditions set forth in the offer to purchase dated August 26, 2024 (the “Offer to Purchase”) and the accompanying notice of guaranteed delivery instruction (the “Notice of Guaranteed Delivery” and, together with the Offer to Purchase, the “Offer Documents”).

 

The following table sets forth the aggregate principal amount of Notes validly tendered in the Tender Offer (including pursuant to the Guaranteed Delivery Procedures (as defined in the Offer Documents), all of which Pampa accepted for purchase:

 

Notes	CUSIP / ISIN / Common Code Numbers	Principal Amount Outstanding Prior to Tender Offer	Principal Amount Validly Tendered and Accepted for Purchase	Tender Offer Consideration(2) (3)
Series 1 7.500% Notes due 2027	697660 AA6/ US697660AA69 / 155564636 P7464E AA4/ USP7464EAA49 / 155566132	US$750,000,000(1)	US$397,296,000	US$1,000

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(1)

Including U.S.$153 million principal amount of Notes which are held by a third party lender of the Company as security for such financing.

(2)

Per U.S.$1,000 principal amount of Notes validly tendered and accepted for purchase. The Offer Consideration does not include accrued interest.

(3)

Holders will also receive accrued interest from and including the last interest payment date for the Notes up to but not including the Settlement Date.

 

Pampa paid an aggregate amount of US$397,296,000 as tender consideration for the Notes accepted for purchase in the Tender Offer, including those validly tendered through Guaranteed Delivery Procedures. In addition to the tender consideration, the total amount of Accrued Interest paid by Pampa in respect of the Notes accepted for purchase was US$3,807,420.08.

 

Pampa engaged Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Santander US Capital Markets LLC to act as the Dealer Managers in connection with the Tender Offer and Banco Santander Argentina S.A. and Banco de Galicia y Buenos Aires S.A.U. to act as local information agents in Argentina. Morrow Sodali International LLC (trading as Sodali & Co) acted as Tender and Information Agent for the Tender Offer.

 

This press release is neither an offer to purchase nor a solicitation of an offer to sell any Notes in the Tender Offer. The Tender Offer was made only by, and pursuant to the terms of, the Offer Documents. The Tender Offer was not made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction, and do not constitute an offer to buy or the solicitation of an offer to sell Notes in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws required the Tender Offer to be made by a licensed broker or dealer, the Tender Offer was deemed to be made on behalf of Pampa by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction.

NEITHER THE OFFER TO PURCHASE NOR ANY OF THE OFFER DOCUMENTS RELATING TO THE TENDER OFFER HAVE BEEN FILED WITH OR REVIEWED BY THE FEDERAL OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY, NOR HAS ANY SUCH COMMISSION OR AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OFFER TO PURCHASE OR ANY OF THE OFFER DOCUMENTS RELATING TO THE TENDER OFFER. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY BE A CRIMINAL OFFENSE.

 

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, as amended. Actual results may differ materially from those reflected in the forward-looking statements. We undertake no obligation to update any forward-looking statement or other information contained in this press release to reflect events or circumstances occurring after the date of this press release or to reflect the occurrence of unanticipated events or circumstances, including, without limitation, changes in our business or acquisition strategy or planned capital expenditures, or to reflect the occurrence of unanticipated events.

About Pampa

Pampa is an Argentine leading independent energy company, participating in the electricity and gas businesses. We and our subsidiaries, joint ventures and affiliates are engaged in the generation and transmission of electricity, exploration, production, commercialization and transportation of oil and gas, and production of petrochemical products. Our shares are traded on the New York Stock Exchange and the Bolsas y Mercados Argentinos S.A.

For further information, see our website www.pampa.com or contact:

Investor Relations

Phone: +54-11-4344-6000

Email: investor@pampa.com

 

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