MSU Energy S.A., a corporation (sociedad anónima) incorporated under the laws of the Republic of Argentina ("MSU Energy"), announced it has commenced, subject to the terms and conditions set forth in the exchange offer memorandum dated November 8, 2024 (the "Exchange Offer Memorandum" and, together with the Eligibility Letter, as defined below, the "Exchange Offer Documents") an offer (the "Exchange Offer") to Eligible Holders (as defined below) to exchange up to US$400 million in aggregate principal amount of its U.S.$600,000,000 aggregate principal amount outstanding 6.875% Senior Notes due 2025 (the "Existing Notes") for 9.750% Senior Secured Notes due 2030 (the "New Notes").
The Exchange Offer will expire at 5:00 p.m. (New York City time) on December 10, 2024 (such date and time, as the same may be extended in the sole discretion of MSU Energy, the "Expiration Date"). Existing Notes tendered for exchange may be validly withdrawn at any time at or prior to 5:00 p.m. (New York City time) on November 22, 2024 (such date and time, as the same may be extended in the sole discretion of MSU Energy, the "Withdrawal Date"), but not thereafter. To be eligible to receive the Early Exchange Consideration (as defined on the Exchange Offer Memorandum), Eligible Holders must validly tender and not validly withdraw their Existing Notes at or prior to 5:00 p.m. (New York City time) on November 22, 2024 (such date and time, as the same may be extended in the sole discretion of MSU Energy, the "Early Participation Date"). Eligible Holders who validly tender their Existing Notes after the Early Participation Date but on or before the Expiration Date will be eligible to receive the Late Exchange Consideration (as defined on the Exchange Offer Memorandum). The deadlines set by any intermediary or relevant clearing system may be earlier than these deadlines.
Conditions to the Exchange Offer
Financing Condition
The consummation of the Exchange Offer is conditioned upon, among other things, the completion of a concurrent offering of New Notes for cash (the "Concurrent Offering") on terms and conditions satisfactory to MSU Energy, yielding net cash proceeds that, together with the amount available for borrowing under MSU Energy's Local Syndicated Loan (as defined in the Exchange Offer Memorandum), will be sufficient to redeem or repay at maturity any Existing Notes that are not validly tendered and accepted for exchange pursuant to the Exchange Offer (the "Financing Condition"). Once the amount of net proceeds to be received by MSU Energy from the Concurrent Offering is known, MSU Energy may amend the terms of the Exchange Offer (including after the Early Participation Date and the Withdrawal Date) in order to decrease the aggregate principal amount of Existing Notes sought under the Exchange Offer to the minimum aggregate principal amount of Existing Notes necessary so that the net cash proceeds from the Concurrent Offering together with the amount available for borrowing under MSU Energy's Local Syndicated Loan will be sufficient to redeem or repay at maturity any Existing Notes that are not validly tendered and accepted for exchange pursuant to the Exchange Offer. If the Financing Condition is satisfied and we complete the Exchange Offer, we expect to redeem the Existing Notes in accordance with the terms of the Existing Notes Indenture.
Minimum Exchange Condition
The consummation of the Exchange Offer is conditioned upon, among other conditions, a minimum of 35% of the outstanding aggregate principal amount of Existing Notes being validly tendered, not withdrawn and accepted in the Exchange Offer on or prior to the Expiration Date, as applicable.
Upon the terms and subject to the Financing Condition, the Minimum Exchange Condition and the other conditions of the Exchange Offer described in the Exchange Offer Memorandum, which are for the sole benefit of MSU Energy and may be waived by MSU Energy, in full or in part, in its absolute discretion, MSU Energy will accept for exchange as soon as reasonably practicable after the Expiration Date up to U.S.$400 million aggregate principal amount of its Existing Notes validly tendered at or prior to the Expiration Date and not validly withdrawn as of the Withdrawal Date, in the amount and manner described in the Exchange Offer Memorandum, as it may be amended.
MSU Energy expects, on December 12, 2024, which is the 2nd business day after the Expiration Date (as may be extended by MSU Energy in its sole discretion, the "Settlement Date"), to issue and deliver the applicable principal amount of New Notes in exchange for Existing Notes validly tendered and not validly withdrawn and accepted for exchange, in the amount and manner described in the Exchange Offer Memorandum, as it may be amended.
Only Eligible Holders of Existing Notes are authorized to receive and review the Exchange Offer Memorandum and to participate in the Exchange Offer. The Exchange Offer Memorandum will be distributed only to Eligible Holders of Existing Notes who validly complete and submit an electronic letter of eligibility (the "Eligibility Letter") certifying that they satisfy the eligibility requirements for purposes of the Exchange Offer. Eligible Holders who desire to complete an electronic eligibility letter should access the website https://projects.sodali.com/MSU operated by Morrow Sodali International LLC, trading as Sodali & Co, the information and exchange agent's website for the Exchange Offer (the "Information and Exchange Agent").
In addition to the applicable Exchange Consideration payable in respect of Existing Notes accepted for exchange, Eligible Holders whose Existing Notes are accepted for exchange in the Exchange Offer will be entitled to receive payment in cash of accrued and unpaid interest from the interest payment date on August 1, 2024, to, but not including, the Settlement Date with respect to the Existing Notes accepted for exchange, subject to any tax withholding applicable to Non-Cooperating Jurisdiction Offerees (as defined in the Exchange Offer Memorandum). See "Taxation—Certain Argentine Tax Considerations—Income Tax" in the Exchange Offer Memorandum. Under no circumstances will any additional interest be payable because of any delay in the transmission of funds to Eligible Holders by DTC, Euroclear, Clearstream or any other clearing system.
The New Notes are being offered for exchange only (1) to holders of Existing Notes that are "qualified institutional buyers" as defined in Rule 144A under U.S. Securities Act, 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 and (2) outside the United States, to holders of Existing Notes other than "U.S. persons" (as defined in Rule 902 under the Securities Act, "U.S. Persons") and who are not acquiring New Notes for the account or benefit of a U.S. Person, in offshore transactions in compliance with Regulation S under the Securities Act. Only holders who have submitted a duly completed and returned electronic Eligibility Letter certifying that they are within one of the categories described in the immediately preceding sentence are authorized to receive and review the Exchange Offer Memorandum and to participate in the Exchange Offer (such holders, "Eligible Holders").
Although MSU Energy has no present intention to do so, it expressly reserves the right to amend or terminate, at any time, the Exchange Offer and to not accept for exchange any Existing Notes not theretofore accepted for exchange. MSU Energy will give notice of any amendments or termination if required by applicable law.
If you do not exchange your Existing Notes or if you tender Existing Notes that are not accepted for exchange, they will remain outstanding. If MSU Energy consummates the Exchange Offer, the trading market for your outstanding Existing Notes may be significantly more limited. For a discussion of this and other risks, see "Risk Factors" in the Exchange Offer Memorandum.
