Bond 2023 Exchange Offer Announcement
Buenos Aires, June 16, 2022. Pampa Energía S.A. (‘Pampa’ or the ‘Company’; NYSE: PAM; ByMA: PAMP) announces the commencement of its offer to exchange any and all of the outstanding 7.375% Series T Notes due July 21, 2023 (the ‘2023 Notes’), subject to the terms and conditions set forth in the Exchange Offer Memorandum (the ‘Exchange Offer’). The Exchange Offer in Argentina will be made by a prospectus and a pricing supplement in the Spanish language in accordance with the Comisión Nacional de Valores (the Argentine Securities Commission or the ‘CNV’) regulations containing substantially the same information as the Exchange Offer Memorandum and will be published on our website and the CNV’s website, among others.
Supported by the Company’s solid financial and economic position, the purpose of the Exchange Offer is to strengthen the leverage profile and balance sheet, and strategically focus the use of capital on the expansion of Pampa’s core businesses. In particular, increase production and development of unconventional gas reserves, and continue adding efficient power generation. Therefore, our strategic investment plan continues to pursue the Company’s organic growth, contributing to the country’s local production and lower carbon footprint, and enabling savings in foreign currency reserves.
This announcement is addressed only to holders of the 2023 Notes who are qualified institutional buyers (‘QIBs’) as defined in Rule 144A under the Securities Act of 1933, as amended (the ‘Securities Act’), and also holders of the 2023 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 reliance on Regulation S under the Securities Act, outside the United States to Argentine Entity Offerees, outside the United States to Non-Cooperating Jurisdictions Offerees, and outside the United States to Eligible Canadian Holders (as defined in the Exchange Offer Memorandum) (the ‘Eligible Holders’).
According to the terms and conditions described on the Exchange Offer’s documents, on or before 5:00 p.m. on July 6, 2022 (the ‘Early Participation Date’), for each US$1,000 face value of 2023 Notes validly tendered and not validly withdrawn by the Eligible Holders, they may choose between two mutually exclusive options:
- Optionn A: Receive US$1,000 comprised of cash (30% of the total amount that participates in the Exchange Offer, evenly distributed among the Eligible Holders that choose Option A), and the balance in Series 9 Notes at par (the ‘2026 Notes’).
- Option B: Receive US$1,010 of 2026 Notes.
The Eligible Holders who validly tender their 2023 Notes after the Early Participation Date, but on or before 11:59 p.m. on July 20, 2022 (the ‘Expiration Date’), each US$1,000 of 2023 Notes will be eligible only to receive US$1,000 of 2026 Notes.
The 2026 Notes will be issued at a fixed interest rate of 9%, and payable in three consecutive annual installments, starting on December 2024 and maturing on December 8, 2026.
The aforementioned dates and times concerning the Exchange Offer may be extended. All indicated times are those of New York City (Eastern Time).
This announcement is solely and exclusively informative and does not constitute an offer to participate in the Exchange Offer. This announcement is not an offer of securities for sale in the United States, and none of the 2026 Notes has been or will be registered under the Securities Act or any state securities law. They may not be offered or sold within the United States or to, or for the account or benefit of, United States persons except pursuant to an exemption from, or in a transaction not subject to the registration requirements of the Securities Act. This announcement does not constitute an offer of the 2026 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. The Exchange Offer is made upon the terms and conditions set forth in the Exchange Offer Memorandum dated June 16, 2022, in which all of the Exchange Offer terms and conditions are stipulated. We urge the Eligible Holders to read all the Exchange Offer documents thoroughly before making any decision regarding their 2023 Notes. The Exchange Offer is not addressed to holders in jurisdictions where the said offering is unlawful. Pampa will not accept any 2023 Notes tendered by such holders.
Please click here to access the complete version of the Exchange Offer announcement press release.
Note:  If participation in Option A is below 30% of total participation in the Exchange Offer, the remaining cash is to be distributed pro-rata among the Eligible Holders that choose Option B, maintaining the 1.01x exchange ratio.
For more information, please contact:
Gustavo Mariani – CEO
Nicolás Mindlin – CFO
Lida Wang – IR and sustainability officer
Josefina Espinoza Paz – Press officer
The Pampa Energía Building
Maipú 1, (C1084ABA), Buenos Aires, Argentina
Phone: +54 (11) 4344 6000