Argentina's Genneia amends exchange offer, consent solicitation

Chicago, Aug. 13 – Genneia SA amended its exchange offer and consent solicitation for any and all of its outstanding 8¾% series XX notes due 2022 (ISINs: US372319AA15, USP46756AH86) and any and all of its outstanding private notes due Jan. 22, 2022 (ISIN: XS1923602772), according to a press release late Friday.

First, the company extended the early deadline to the final expiration time, at 5 p.m. ET on Aug. 30. Previously, the early deadline was 5 p.m. ET on Aug. 16.

The company also eliminated what it had set up as a withdrawal threshold and an extended withdrawal period; consequently, there will be no revocations of tender offers after the withdrawal deadline. Earlier, there was a conditional allowance of an additional two days if tenders were in excess of $333.3 million principal amount of notes for the second option for the series XX notes.

The company also made a change to the second option for the series XX notes, detailed below.

There were also covenant changes to the new notes.

Exchange recap

The exchange offer pertains to newly issued 8¾% senior secured notes due 2027.

Tendering noteholders of the $53,286,000 private notes will receive $1,000 of new notes for $1,000 of existing notes plus their pro rata share of $2 million of new notes, expected to equal an additional $10 to $20 of new notes. Noteholders who tender after the early deadline will receive $970 of new notes per existing note.

Tendering noteholders of the $500 million outstanding series XX notes will have an option of either receipt of all new notes or a combination of new notes and some cash.

For the first option, early tendering noteholders will receive $1,000 of new notes for each $1,000 of existing notes. They will also receive their pro rata share of the $2 million of new notes, expected to equal between an additional $10 to $20 principal amount of new notes. There is a $200 million maximum amount for tenders under the first option. Additionally, the private notes are a higher priority than the series XX notes.

For the second option, early tendering holders will elect to receive some new notes and some cash. The amount of cash and the amount of new notes will be distributed pro rata, based on a maximum $100 million of cash being distributed. The maximum split for cash versus notes will be 50% cash and 50% notes per $1,000 existing note. The minimum amount of cash in the exchange would be $200 per note with the remaining $800 exchanged into new notes. Additionally, the second option has been changed to provide for an additional amount of new notes that will be distributed, based on a pro rata payment of $3 million of new notes, that will result in an extra amount of between $6 and $15 of new notes per $1,000 principal amount tendered for noteholders who tender by the early deadline. Additionally, anything left over of the $2 million pro rata payment from the first option will roll over to noteholders who choose the second option.

Noteholders who tender after the early deadline for the series XX notes will simply receive $970 of new notes for each $1,000 existing note.

Accrued interest will also be paid in cash on the settlement date.

Details

The early deadline is 5 p.m. ET on Aug. 16. The offer will expire at 5 p.m. ET on Aug. 30.

The company warns that if it is unable to consummate the exchange offer, it may not be able to repay its debt under the existing notes at maturity.

Tendering noteholders will also be giving their consents in the consent solicitations, including a waiver of the issuer’s obligation to comply with sections 7.06 (limitation on debt) and 7.09 (limitation on liens) of the private notes.

BofA Securities, Inc. and J.P. Morgan Securities are acting as dealer managers and solicitation agents for the offer and solicitation.

Global Bondholder Services Corp. is the exchange and information agent (866 807-2200, https://gbsc-usa.com/eligibility/genneia).

Genneia is a power company based in Buenos Aires.

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