Transportadora de Gas del Sur S.A. Announces The Tender Results And Settlement Of The Cash Tender Offer For Any And All Of Its Outstanding 9.625% Notes Due 2020
Transportadora de Gas del Sur S.A. Announces The Tender Results And Settlement Of The Cash Tender Offer For Any And All Of Its Outstanding 9.625% Notes Due 2020
BUENOS AIRES, Argentina, April 27, 2018 /PRNewswire/ -- Transportadora de Gas del Sur S.A. ("TGS," the "Company" or "we") today announced the tender results and settlement of the previously-announced offer by the Company to purchase for cash (the "Offer") from each registered holder (each, a "Holder" and, collectively, the "Holders") any and all of its outstanding 9.625% Notes due 2020 (the "Notes") issued by the Company under the indenture dated as of February 11, 2014 (the "Indenture").
The Offer expired at 8:00 a.m., New York City time, on April 26, 2018 (such date and time, the "Expiration Date").
The Company has been advised that, as of the Expiration Date, U.S.$ 80,083,898.25 in aggregate principal amount of Notes, or approximately 41.80% of the Notes outstanding, have been validly tendered and not validly withdrawn pursuant to the Offer. Additionally, none of the Notes have been tendered pursuant to guaranteed delivery procedures.
The Company has accepted for purchase all of the Notes validly tendered in the Offer and not validly withdrawn on or prior to the Expiration Date. Notes accepted for purchase will be paid in full by the Company on May 2, 2018 (the "Settlement Date").
The Offer was made by the Company pursuant to the offer to purchase dated April 19, 2018 (the "Offer to Purchase") and the related letter of transmittal (the "Letter of Transmittal") and Notice of Guaranteed Delivery (together with the Offer to Purchase and Letter of Transmittal, the "Offer Documents"). The principal purpose of the Offer was to purchase for cash any and all of the outstanding Notes. The Company intends to finance the purchase of the Notes with the proceeds of a concurrent issuance of notes.
The Notes and other information relating to the Offer are listed in the table below:
Notes CUSIP / ISIN / Common Code Original Principal Outstanding Offer Consideration(3)(4)
Numbers Amount Principal Amount(1) (2)
--- ------- ------ ----------------------
9.625% Notes due 893870AW5 / US893870AW56 / U.S.$255,451,506 U.S.$191,588,630 U.S.$1,035.34
2020 102792351
P9308RAY9 / USP9308RAY91 /
102792408
(1) Amount calculated after giving effect to first amortization of the Notes pursuant to the terms of the Indenture.
(2) The next scheduled amortization payment date is May 14, 2018. Holders that tender their Notes in the Offer will not receive any payment in respect of this amortization.
(3) Per U.S.$1,000 principal amount of Notes validly tendered; consideration and accrued interest will correspond to current outstanding principal amount, as described in footnote (1) above.
(4) Holders will receive accrued interest up to but excluding the Settlement Date.
Holders who had validly tendered and not withdrawn their Notes at or before the Expiration Date are entitled to receive U.S.$1,035.34 per U.S.$1,000 principal amount of the Notes tendered (the "Offer Consideration"), on the Settlement Date. In addition, Holders whose Notes were purchased in the Offer will receive accrued and unpaid interest in respect of their purchased Notes from the last interest payment date to, but not including, the Settlement Date. For the avoidance of doubt, accrued interest will cease to accrue on the Settlement Date for all Notes accepted in the Offer, including those tendered by the guaranteed delivery procedures set forth in the Offer to Purchase.
The obligation of the Company to pay for Notes validly tendered pursuant to the Offer, or Notes with respect to which a properly completed and duly executed Notice of Guaranteed Delivery was delivered at or prior to the Expiration Date, is subject to, and conditioned upon, the satisfaction or waiver of certain conditions as set forth in the Offer Documents, in the sole discretion of the Company. The terms and conditions of the Offer are described in the Offer Documents previously distributed to the Holders.
The Company has retained HSBC Securities (USA) Inc., Itau BBA USA Securities, Inc., J.P. Morgan Securities LLC and Santander Investment Securities Inc. to serve as the dealer managers for the Offer. Questions regarding the Offer may be directed to HSBC Securities (USA) Inc. at (212) 525-5552 (collect) or at (888) HSBC-4LM (toll-free), Itau BBA USA Securities, Inc. at (888) 770-4828 (toll-free), J.P. Morgan Securities LLC at (212) 834-7279 (collect) or at (866) 846-2874 (toll-free) and/or to Santander Investment Securities Inc. at (212) 940-1442 (collect) or at (855) 404-3636 (toll-free). Requests for documents may be directed to Global Bondholder Services Corporation, the information agent for the Offer, at (212) 430-3774 (collect) or at (866) 470-4300 (toll-free).
Documents relating to the Offer, including the Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery, are also available at http://www.gbsc-usa.com/TGS/.
None of the Company, the dealer managers or the information agent make any recommendations as to whether Holders should tender their Notes pursuant to the Offer, and no one has been authorized by any of them to make such recommendations. Holders must make their own decisions as to whether to tender their Notes, and, if so, the principal amount of Notes to tender.
This press release is for informational purposes only, in accordance with applicable legislation, and is not a recommendation and is not an offer to sell or a solicitation of an offer to buy any security. The Offer is being made solely pursuant to the Offer Documents.
The Offer does not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not permitted by law or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.
In any jurisdiction where the securities, blue sky or other laws require offers to be made by a licensed broker or dealer and in which the dealer managers, or any affiliates thereof, are so licensed, the Offer will be deemed to have been made by any such dealer managers, or such affiliates, on behalf of the Company.
The new notes offered pursuant to the concurrent offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. Any offer or sale of the new notes in any member state of the European Economic Area which has implemented Directive 2003/711/EC (the "Prospectus Directive") must be addressed to qualified investors (as defined in the Prospectus Directive). The new notes are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the European Economic Area. 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 ("MiFID II"); or (ii) a customer within the meaning of Directive 2002/92/EC, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering, selling or distributing the new notes or otherwise making them available to retail investors in the European Economic Area has been prepared and therefore offering, selling or distributing the new notes or otherwise making them available to any retail investor in the European Economic Area may be unlawful under the PRIIPs Regulation.
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 TGS
We are currently the largest transporter of natural gas in Argentina and operate the most extensive pipeline system in Latin America in terms of length, delivering, as of December 31, 2017, 57.4% of the total natural gas transported in Argentina, through 5,706 miles of pipeline, of which we own 4,745 miles. We operate the remaining 961 miles, which are owned by the Gas Trusts, for a regulated tariff. Our transportation system connects the Neuquén, San Jorge and Austral basins, located in the south and west of our country, to the greater Buenos Aires area and the major consumption centers of southern Argentina. Substantially all of our transportation capacity, approximately 2.8 Bcf/d as of December 31, 2017, is subscribed for under firm long-term natural gas transportation contracts.
For further information about TGS, please visit our website at www.tgs.com.ar
CONTACT: Name: Leandro Pérez Castaño, Phone: (54-11)-4865-9077, Email: inversores@tgs.com.ar
SOURCE Transportadora de Gas del Sur S.A.
