EMPRESA DISTRIBUIDORA Y COMERCIALIZADORA NORTE S.A. (EDENOR) Announces Commencement of Exchange Offer relating to its outstanding Senior Notes due 2022

BUENOS AIRES, Argentina, April 12, 2022 /PRNewswire/ -- Empresa Distribuidora y Comercializadora Norte S.A. ("Edenor" or the "Company") hereby announces the commencement of its offer to exchange (the "Offer" or the "Exchange 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% Senior Notes due 2025 (the "New Notes") and cash, as applicable, upon the terms and subject to the conditions set forth in the exchange offer memorandum, dated April 12, 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 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://bonds.morrowsodali.com/EdenorEligibility.

The following table sets forth certain information relating to the Exchange Offer:

(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)  Per U.S.$1,000 principal amount of Existing Notes validly tendered and accepted for exchange. The Exchange Consideration (as defined below) does not include the Accrued Interest Payment (as defined below).

(3)  Holders of Existing Notes validly submitting Tender Orders in exchange for the Exchange Consideration (as defined below) under Option B will receive a combination of the Applicable Cash Consideration (as defined below) and the applicable Early New Notes Consideration or Late New Notes Consideration, as applicable. At the Expiration Date, the actual Early B Consideration or Late B Consideration, as applicable, to be received by each Eligible Holder whose Existing Notes are accepted in the Exchange Offer under Option B will be determined on the basis of the actual participation by Eligible Holders in the Exchange Offer and their selection between Option A and Option B.

(4)  The Pro-Rata Cash Consideration that will be equivalent to the Cash Consideration divided by the principal amount of Existing Notes accepted under Option B times 1,000.

The Offer will expire at 5:00 p.m., New York City time, on May 9, 2022, unless extended by us in our sole discretion (such date and time, as the same may be extended, the "Expiration Date"). In order to be eligible to receive the Early Tender Consideration (as defined below), Eligible Holders of Existing Notes must submit their Tender Orders (as defined below) at or prior to 5:00 p.m. New York City time on April 28, 2022, unless extended by us in our sole discretion (such date and time, as the same may be extended, the "Early Tender Date"). Eligible Holders of Existing Notes who validly submit their Tender Orders after the Early Tender Date, but on or prior to the Expiration Date will be eligible to receive the Late Tender Consideration (as defined below). Tender Orders may be validly revoked at any time prior to 5:00 p.m., New York City time on May 9, 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.

The terms and conditions of this Offer incorporate the helpful feedback received from select holders of Existing Notes.

Exchange Consideration

Eligible Holders of Existing Notes, for their Tender Orders validly submitted at or prior to the Expiration Date, may choose between two, mutually exclusive, consideration options, detailed in the table above, in the columns under the headings "Option A" and "Option B".

Tenders of Existing Notes under Option A

Tender Orders of Existing Notes submitted under Option A at or prior to the Early Tender Date will receive U.S.$1,050 principal amount of New Notes per U.S.$1,000 principal amount of Existing Notes validly tendered and accepted for exchange (the "Early A Consideration").

Eligible Holders of Existing Notes who validly submit a Tender Order under Option A after the Early Tender Date but at or prior to the Expiration Date will be eligible to receive, for each U.S.$1,000 principal amount of Existing Notes, U.S.$1,030 of New Notes (the "Late A Consideration").

Tenders of Existing Notes under Option B

Tender Orders of Existing Notes submitted under Option B at or prior to the Early Tender Date will receive a portion of the Cash Consideration (as defined below) (such portion, the "Early Cash Consideration"), plus the applicable Early New Notes Consideration (as defined below) (together with the Early Cash Consideration, the "Early B Consideration"). Tender Orders of Existing Notes submitted under Option B after the Early Tender Date but on or prior to the Expiration Date will receive a portion of the Cash Consideration (such portion, the "Late Cash Consideration"), plus the applicable Late New Notes Consideration (as defined below) (together with the Late Cash Consideration, the "Late B Consideration" and the Early Cash Consideration or the Late Cash Consideration, as the case may be, the "Applicable Cash Consideration").

The Cash Consideration is an aggregate amount equivalent to the lesser of (x) 30% of the principal amount of Existing Notes that are validly tendered and accepted for exchange in the Offer and (y) the principal amount of the Existing Notes accepted for exchange under Option B (the "Cash Consideration"). The Pro-Rata Cash Consideration that will be payable to Eligible Holders whose Existing Notes are accepted for exchange in this Option B will be equivalent to the Cash Consideration divided by the principal amount of Existing Notes accepted under Option B times 1,000 (the "Pro-Rata Cash Consideration").

The Early New Notes Consideration for each Eligible Holder whose Existing Notes are accepted for exchange under Option B will be equal to 1.04 times the difference between U.S.$1,000 and the Pro-Rata Cash Consideration received by each such Eligible Holder. The Late New Notes Consideration for each Eligible Holder whose Existing Notes are accepted for exchange under Option B will be equal to 1.02 times the difference between U.S.$1,000 and the Pro-Rata Cash Consideration received by each such Eligible Holder. Accordingly, the actual amounts of Early New Notes Consideration or Late New Notes Consideration and Applicable Cash Consideration comprising the Early B Consideration or the Late B Consideration, respectively, to be received by each Eligible Holder whose Existing Notes are accepted in the Offer under Option B, will depend on the actual participation by Eligible Holders in the Offer and their selection between Option A and Option B.

The composition of the Early B Consideration or Late B Consideration between Cash Consideration and Early New Notes Consideration or Late New Notes Consideration will be determined on the Expiration Date.

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 Exchange 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.

The Settlement Date is expected to be May 12, 2022.

New Notes

Principal of the New Notes will mature on May 12, 2025. The 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.

Foreign exchange regulations currently prevent us from accessing the foreign exchange market to repay the full outstanding principal under the Existing Notes. Therefore, if we are unable to consummate the Exchange Offer, we may not be able to repay our debt in whole or in part under the Existing Notes at maturity.

If and when issued, the 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 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 VIII of the CNV Rules. Therefore, the 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: [email protected]; 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://bonds.morrowsodali.com/EdenorEligibility.

BofA Securities, Inc. and BCP Securities, Inc. are acting as dealer managers 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: [email protected]; Tel.: (5411) 5235 1232 (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 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 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 VIII 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 Exchange Offer.

The 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 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 Managers, 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 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 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 New Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the 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 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 New Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the 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 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 New Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the 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.

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SOURCE Edenor (Empresa Distribuidora y Comercializadora Norte S.A.)