On July 13, 2023, AES Argentina Generación S.A. ("AES Argentina" or the "Company") announced the commencement of its offer to exchange (the "Exchange Offer") any and all of its outstanding 7.750% Senior Notes due 2024 (the "Old Notes") for newly issued 9.50% Notes due 2027 (the "New Notes") and cash consideration, as applicable, each upon the terms and subject to the conditions set forth in the exchange offer memorandum (the "Exchange Offer Memorandum"), dated July 13, 2023, as supplemented and amended by the press release issued by the Company on July 26, 2023 (the "Early Participation Press Release"), extending the Early Participation Date, the supplement to the Exchange Offer Memorandum (the "Supplement") dated August 8, 2023, and the press release issued by the Company on August 10, 2023 (the "Extension Press Release"), extending the expiration date of the Exchange Offer, and the related eligibility letter (the "Eligibility Letter" and, together with the Exchange Offer Memorandum, the Early Participation Press Release, the Supplement and the Extension Press Release, the "Exchange Offer Documents"). Capitalized terms not defined herein shall have the meaning ascribed to them in the Exchange Offer Documents.
AES Argentina hereby announces that it is extending the period to be eligible to receive the Early Exchange Consideration in respect of the exchange offer and the Expiration Date from 5:00 p.m., New York City time on August 17, 2023 (the "Expiration Date"), to 5:00 p.m. New York City time on August 21, 2023 (such time and date, the "Extended Expiration Date").
Morrow Sodali International LLC, acting as information and exchange agent for the Exchange Offer (the "Information and Exchange Agent"), advised AES Argentina that as of the Expiration Date (i) U.S.$40,729,000 in aggregate principal amount of Old Notes, representing approximately 14.84% of the aggregate principal amount of Old Notes outstanding, have been tendered (and not validly withdrawn) in the Exchange Offer under Option A, and (ii) U.S.$99,125,000 in aggregate principal amount of Old Notes, representing approximately 36.11% of the aggregate principal amount of Old Notes outstanding, have been tendered (and not validly withdrawn) in the Exchange Offer under Option B, totaling a participation of U.S.$139,854,000 in aggregate principal amount of Old Notes, representing approximately 50.95% of the aggregate principal amount of Old Notes outstanding.
Based on the aggregate principal amount of Old Notes tendered in the Exchange Offer as of the Expiration Date, Eligible Holders that tendered their Old Notes under Option A at or prior to the Expiration Date would receive (assuming no additional participation) an Early A Consideration of approximately U.S.$686.7539 in cash and U.S.$319 in New Notes per U.S.$1,000 of principal amount of Old Notes validly tendered and accepted for exchange. The Exchange Consideration will be determined following the expiration of the Exchange Offer (as extended by this announcement).
Eligible Holders who have not already done so may tender their Existing Notes for exchange until the Extended Expiration Date. The Withdrawal Date expired on July 26, 2023, and has not been extended. As a result, any Existing Notes validly tendered on or after the date hereof and prior to the Extended Expiration Date may not be withdrawn. Eligible Holders who validly tender their Old Notes on or before the Extended Expiration Date are eligible to receive the Early Exchange Consideration in connection with any such Old Notes accepted for exchange and there will be no Late Exchange Consideration.
Given that AES Argentina has extended the Expiration Date under the Exchange Offer, the settlement date for the Exchange Offer is now expected to be August 25, 2023, in compliance with Argentine Central Bank's requirements to access the foreign exchange market (the "Settlement Date"), and the issue date, interest payment dates, record dates, principal payment dates, optional redemption and other related dates under the New Notes will be adjusted accordingly to reflect the new Settlement Date.
The other terms of the Exchange Offer remain unchanged (including the Withdrawal Date). The terms and conditions of the Exchange Offer are described in the Exchange Offer Memorandum, as supplemented and amended by the Early Participation Press Release, the Supplement and the Extension Press Release, as amended by this announcement. AES Argentina's obligations to accept any Old Notes validly tendered and not validly withdrawn and to pay the Exchange Consideration for them and the conditions to such obligations (including but not limited to the Minimum Participation Condition) are set forth in the Exchange Offer Memorandum, as supplemented and amended by the Early Participation Press Release, the Supplement and the Extension Press Release, as amended by this announcement. The Exchange Offer is made by, and pursuant to the terms of, the Exchange Offer Memorandum, and the information in this announcement is qualified by reference to the Exchange Offer Memorandum.
Only holders who have electronically submitted a duly completed Eligibility Letter certifying that they are (1) "qualified institutional buyers" ("QIBs") as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), or (2) holders of Old Notes other than "U.S. persons" (as defined in Rule 902 under the Securities Act) who are located outside of the United States, who are qualified offerees in other jurisdictions, are authorized to receive the Exchange Offer Memorandum and to participate in the Exchange Offer (such holders, "Eligible Holders").
Questions or requests for assistance related to the Exchange Offer or for additional copies of the Exchange Offer Documents may be directed to the Information and Exchange Agent at the following email address: AES@investor.morrowsodali.com. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer. The Exchange Offer Documents are available for Eligible Holders at the following web address: https://projects.morrowsodali.com/AES.
Citigroup Global Markets Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC and Santander US Capital Markets LLC are acting as dealer managers (the "Dealer Managers") for the Exchange Offer. Banco Santander Argentina S.A., Banco Itaú Argentina S.A., Itaú Valores S.A. and Industrial and Commercial Bank of China (Argentina) S.A.U. are acting as local placement agents.
Subject to applicable law, the Exchange Offer may be amended in any respect, extended or, upon failure of a condition to be satisfied or waived prior to the Extended Expiration Date or Settlement Date, as the case may be, terminated, at any time and for any reason. Although AES Argentina has no present plans or arrangements to do so, the Company reserves the right to amend, at any time, the terms of the Exchange Offer (including, without limitation, the conditions thereto) in accordance with applicable law. AES Argentina will give Eligible Holders notice of any amendments and will extend the Extended Expiration Date if required by applicable law.
Eligible Holders of Old Notes are advised to check with any bank, securities broker or other intermediary through which they hold Old 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 Exchange Offer before the deadlines specified in the Exchange Offer Documents. The deadlines set by any such intermediary for the submission of instructions will be earlier than the relevant deadlines specified above.
To reimburse the time and cost of processing the tender of Old Notes in the Exchange Offer, AES Argentina will pay a processing fee to brokers in Argentina acting on behalf of certain Eligible Holders. In Argentina, the processing fee will be payable to direct participants in Caja de Valores S.A.'s ("Caja de Valores") depositary system acting on behalf of beneficial owners of Old Notes in Argentina who are individuals tendering, through Caja de Valores, Old Notes for exchange in the Exchange Offer with respect to individual tenders of up to U.S.$250,000 aggregate principal amount of Old Notes per each Eligible Holder that are accepted for exchange and will be in an amount equal to 0.25% of the principal amount of such tendered Old Notes that are accepted for exchange. This processing fee will be payable in Argentine pesos at the Communication "A" 3500 exchange rate published by the BCRA on the Argentine business day prior to the Settlement Date. No such fee shall be payable to brokers outside of Argentina.
