(TGI, 11.Oct.2022) — Transportadora de Gas Internacional S.A. E.S.P. announced early tender results in connection with its previously announced partial cash tender offer for up to U.S.$150,000,000 in aggregate principal amount (the “Maximum Tender Amount“) of its outstanding 5.550% Senior Notes due 2028 (CUSIP: 89387Y AC5 (144A) / P93077 AC2 (REG S) ISIN: US89387YAC57 (144A) / USP93077AC28 (REG S). In addition, TGI announced that it has extended the payment of the Total Consideration (as defined below) through the Expiration Date (as defined below) (the “Extension“), such that the Total Consideration payable to holders who validly tender (and do not validly withdraw) their Notes on or prior to the Expiration Date will include the Early Tender Premium (as defined below).
The Offer is being made on the terms and subject to the conditions set forth in the Offer to Purchase, dated 26 September 2022 (the “Offer to Purchase“). The Offer is scheduled to expire at 11:59 p.m., New York City time, on 24 October 2022, unless extended or earlier terminated as described in the Offer to Purchase (such time and date, as the same may be extended, the “Expiration Date“). The amount of Notes that may be purchased in the Offer is subject to the Maximum Tender Amount. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offer to Purchase.
As of 5:00 p.m., New York City time, on 7 October 2022 (the “Early Tender Date“), according to Morrow Sodali International LLC, the tender agent and information agent (the “Tender and Information Agent“) for the Offer, tenders were received (and not validly withdrawn) from holders of Notes representing U.S.$134,554,000 in aggregate principal amount of Notes.
TGI will accept all the Notes tendered (and not validly withdrawn) prior to or at the Early Tender Date. Subject to the terms and conditions of the Offer, holders who validly tendered their Notes at or prior to the Early Tender Date are eligible to receive U.S.$913.00 per U.S.$1,000 principal amount of Notes accepted for purchase (the “Total Consideration“), plus accrued and unpaid interest on the Notes (“Accrued Interest“) up to but not including the Early Settlement Date (as defined below).
Notes validly tendered and accepted for purchase on or prior to the Early Tender Date are expected to be purchased on 13 October 2022, which is the third Business Day following the Early Tender Date (the “Early Settlement Date“), subject to the terms and conditions described in the Offer. In addition, tendering holders whose Notes are accepted for purchase will also be paid accrued and unpaid interest from, and including, the last interest payment date up to, but not including, the Early Settlement Date.
Withdrawal rights with respect to the Offer expired at 5:00 p.m., New York City time, on 7 October, 2022 (the “Withdrawal Date“). Accordingly, Notes tendered (in the past or the future) in the Offer may no longer be withdrawn, except if required by applicable law.
Pursuant to the Extension, holders who validly tender their Notes after the Early Tender Date but at or prior to the Expiration Date will be eligible to receive the Total Consideration of U.S.$913.00, which includes an “Early Tender Premium” of U.S.$30.00, for each U.S.$1,000 principal amount of Notes accepted for purchase, plus Accrued Interest up to but not including the Final Settlement Date (as defined below). Tendered Notes may be subject to proration if the aggregate purchase price of Notes validly tendered and not validly withdrawn in the Offer exceeds the Maximum Tender Amount, subject to disclosure and other requirements under applicable law. TGI reserves the right to increase or decrease the Maximum Tender Amount.
Payment for Notes validly tendered after the Early Tender Date but prior to the Expiration Date and accepted for purchase is expected to be made on 26 October 2022 (the “Final Settlement Date“).
Completion of the Offer is subject to customary conditions. If the conditions to the Offer are satisfied or waived, and TGI decides to proceed with settlement on the Early Settlement Date, TGI will thereafter accept for purchase and pay for any Notes validly tendered in the Offer at or prior to the Early Tender Date on the Early Settlement Date.
TGI reserves the absolute right to amend or terminate the Offer in its sole discretion, subject to disclosure and other requirements as required by applicable law. In the event of termination of the Offer, Notes tendered and not accepted for purchase pursuant to the Offer will be promptly returned to the tendering holders. The complete terms and conditions of the Offer are described in the Offer to Purchase, dated 26 September 2022, a copy of which may be obtained from the Tender and Information Agent for the Offer, at https://projects.morrowsodali.com/tgi, tgi@investor.morrowsodali.com, by telephone at +1 203 609 4910 (Stamford), +44 4513 6933 (London) or +852 2319 4130 (Hong Kong) or in writing at 333 Ludlow Street, South Tower, 5th Floor, 06902, Stamford, USA, Attention: Debt Services team.
TGI has engaged Itau BBA USA Securities, Inc. to act as the dealer manager in connection with the Offer. Questions regarding the terms of the Offer may be directed to the Dealer Manager by telephone at +1 888 770 4828 (U.S. Toll Free) or +1 212 710 6749 (collect)
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