Announces Commencement of Exchange Offer relating to its
outstanding Senior Notes due 2022
BUENOS
AIRES, Argentina, Sept. 24,
2022 /PRNewswire/ -- Empresa Distribuidora y
Comercializadora Norte S.A. ("Edenor" or the
"Company") hereby announces the commencement of its offer to
exchange (the "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% Additional Senior Notes due
2025 (the "Additional New Notes") and cash, upon the
terms and subject to the conditions set forth in the exchange offer
memorandum, dated September 23, 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
Additional 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://projects.morrowsodali.com/EdenorEligibility.
The following table sets forth certain information relating to
the Offer:
Existing
Notes
|
ISINs and
CUSIPs
(144A and Reg
S)
|
Aggregate
Principal Amount of Existing Notes
Outstanding
|
Additional New Notes
Consideration (2)
|
Cash
Consideration(2)
|
9.75% Senior
Notes due 2022(1)
|
ISINs: US29244AAK88
/ USP3710FAJ32
CUSIPs:
29244A AK8
/ P3710F AJ3
|
U.S.$26,231,000
|
U.S.$630
|
U.S.$400
|
(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) For each U.S.$1,000
principal amount of Existing Notes validly tendered and accepted
for exchange on or prior to the Expiration Date, an Eligible Holder
shall receive U.S.$630 principal
amount of Additional New Notes and U.S.$400 in cash (the "Cash Consideration").
The Exchange Consideration (as defined below) does not include the
Accrued Interest Payment (as defined below).
The Offer will expire at 5:00
p.m., New York City time,
on October 21, 2022, unless extended
by us in our sole discretion (such date and time, as the same may
be extended, the "Expiration Date"). Eligible Holders of
Existing Notes who validly submit their Tender Orders on or prior
to the Expiration Date will be eligible to receive the Exchange
Consideration. Tender Orders may be validly revoked at any time
prior to 5:00 p.m., New York City time on October 21, 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.
Exchange Consideration
Tender Orders of Existing Notes submitted in the Offer will
receive the Cash Consideration plus the Additional New Notes
Consideration, which together are referred to herein as "Exchange
Consideration".
For each U.S.$1,000 principal
amount of Existing Notes validly tendered and accepted for exchange
on or prior to the Expiration Date, an Eligible Holder shall
receive U.S.$630 principal amount of
Additional New Notes (the "Additional New Notes
Consideration") and U.S.$400 of
Cash Consideration.
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 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. As
to each U.S.$1,000 principal amount
of Existing Notes validly tendered and accepted for exchange, an
amount equal to interest accrued on the Additional New Notes
delivered as the Additional New Notes Consideration in exchange
therefor from May 12, 2022 to, but
not including, the Settlement Date will be deducted from the
Accrued Interest Payment.
The Settlement Date is expected to be October 24, 2022.
Additional New Notes
The Additional New Notes are being offered as additional debt
securities under the indenture dated May 12,
2022 (the "New Notes Indenture"), pursuant to which
we previously issued U.S.$52,706,268
Senior Notes due 2025 (the "Initial New Notes"). The Initial
New Notes and the Additional New Notes (together referred to as the
"New Notes") are fungible and will constitute a single
series of debt securities, provided that the Additional New Notes
offered and sold pursuant to Regulation S Notes will have a
temporary CUSIP number, ISIN number and Common Code until
expiration of the 40-day "distribution compliance period" with
respect to the Additional New Notes. Principal of the Additional
New Notes will mature on May 12,
2025. The Additional 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.
If you do not validly submit a Tender Order in the Offer and we
consummate the Offer, you will continue to hold Existing Notes and
you will not receive the Exchange Consideration. However, if we are
unable to consummate the Offer, we may not be able to repay our
debt in whole or in part under the Existing Notes at maturity, due
to foreign exchange regulations or for other reasons.
If and when issued, the Additional 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 Additional 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 V of the
CNV Rules. Therefore, the Additional 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://projects.morrowsodali.com/EdenorEligibility.
BofA Securities, Inc. is acting as the dealer manager 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.:
(+54 11) 5235 1200 (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 Additional 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 Additional
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 V 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 Offer.
The Additional 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 Additional 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 Manager, 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 Additional 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
Additional 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 Additional
New Notes or otherwise making them available to retail investors in
the EEA has been prepared and therefore offering or selling the
Additional 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 Additional 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 Additional New Notes or otherwise making them available to
retail investors in the UK has been prepared and therefore offering
or selling the Additional 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 Additional 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 Additional New Notes are only
available to, and any invitation, offer or agreement to subscribe,
purchase or otherwise acquire the Additional 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.
Media contact: Michael Truscelli
+1-203-609-4910
View original
content:https://www.prnewswire.com/news-releases/empresa-distribuidora-y-comercializadora-norte-sa-edenor-301632539.html
SOURCE Empresa Distribuidora y Comercializadora Norte S.A.
(Edenor)