Transportadora de Gas del Norte S.A. Announces the Commencement of Offer to Exchange.
On December 22, 2008, the Company suspended payments of principal and interest on its financial debt, and, as a result, all of the Outstanding Debt is in default.
The Company is offering to exchange each US$1,000 principal amount of Outstanding Debt tendered and accepted for exchange in the Exchange Offer for (i) US$494.20 principal amount of New Step-Up Notes, (ii) US$164.68 principal amount of Claim Protection Notes and (iii) a cash payment consisting of (a) solely for holders who validly tender their Outstanding Debt prior to or at 5:00 p.m., New York City time, on July 25, 2012 (the "Early Tender Date"), US$329.45 in cash, or (b) for holders who validly tender their Outstanding Debt after the Early Tender Date but prior to or at 11:59 p.m., New York City time, on August 8, 2012 (the "Expiration Date"), US$280.00 in cash.
The Exchange Offer is conditioned upon, among other matters set forth in the Information Memorandum, at least 88% of the principal amount of the Outstanding Debt being validly tendered prior to or at the Expiration Date. Tendering holders of the Outstanding Debt will not be entitled to withdrawal rights in the Exchange Offer, other than to the extent required by applicable laws, unless we extend the Expiration Date beyond August 17, 2012.
Copies of the Information Memorandum and the Letter of Transmittal may be obtained from TGN at the following address:
Transportadora de Gas del Norte S.A. Don Bosco 3672 (C1206ABF) Buenos Aires Argentina Attn: Lorena Capriati Tel: +54 11 4008 2343 Fax: +54 11 4008 2110 MariaLorena.Capriati@tgn.com.ar
The Exchange Offer is made only by, and pursuant to, the terms and conditions set forth in the Information Memorandum, and the information in this press release is qualified in its entirety by reference to the Information Memorandum. The Exchange Offer will also be made in Argentina using a separate Spanish-language document, as amended or supplemented from time to time, containing information similar to that contained in the Information Memorandum.
Documents relating to the Exchange Offer will be distributed only outside Argentina to creditors who complete a letter of eligibility confirming that they are within the category of eligible holders for this private offer. The Exchange Offer is only being made to holders of Outstanding Debt who have certified to the Company that they are: (i) if in the United States, (a) "qualified institutional buyers" ("QIBS"), as that term is defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the "Securities Act") or (b) institutional "accredited investors," as that term is defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who are not QIBs, or (ii) if outside the United States, persons other than "U.S. persons," as that term is defined in Rule 902 under the Securities Act (each, an "Eligible Holder").
The New Notes described in the Information Memorandum have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Argentine Comision Nacional de Valores has not approved or disapproved and will not approve or disapprove the Exchange Offer or any of the other transactions discussed in the Information Memorandum or the Argentine offering document or passed upon their accuracy or adequacy.
This press release does not constitute an offer to buy Outstanding Debt or the solicitation of an offer to sell the New Notes. The Exchange Offer is not being made to holders of Outstanding Debt in any jurisdiction in which such an offer or sale would be unlawful.
Neither the Trustee nor the Exchange Agent (as defined in the Information Memorandum) makes any representation or recommendation with respect to the Exchange Offer, the Information Memorandum or the Letter of Transmittal. Holders are encouraged to consult their own financial and legal advisors concerning the Exchange Offer.
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|Date:||Jul 12, 2012|
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