SOURCE: Transener S.A.

Transener S.A.

August 09, 2011 17:04 ET

Transener Announces the Expiration of Its Exchange and Tender Offers for Any and All of Its Outstanding 8.875% Senior Notes due 2016 and Consent Solicitation

BUENOS AIRES, ARGENTINA--(Marketwire - Aug 9, 2011) - Transener S.A. (Compañía de Transporte de Energía Eléctrica en Alta Tensión Transener S.A.) (BAE: TRAN) (the "Company") announced the expiration of its offer to exchange any and all outstanding 8.875% Senior Notes due 2016 (the "Existing Notes") for 9.75% Senior Notes due 2021 (the "New Notes") (the "Exchange Offer"), its offer to purchase for cash any and all outstanding Existing Notes (the "Offer to Purchase" and, collectively with the Exchange Offer, the "Offers") and its solicitation of proxies (the "Proxies") to amend the indenture relating to the Existing Notes (the "Consent Solicitation"), at 9 a.m. New York City time (10 a.m. Buenos Aires time), on August 9, 2011 (the "Expiration Date").

Pursuant to the Exchange Offer, the Company expects it will issue an aggregate principal amount of US$47,435,000 of New Notes. This principal amount of New Notes will be in addition to, and will be fully fungible with, the US$53,100,000 of New Notes recently issued by the Company in its separate offering of New Notes for cash (the "Concurrent Offer"). Consequently, the principal amount of New Notes expected to be issued pursuant to the Exchange Offer and the Concurrent Offer will be in aggregate US$100,535,000.

As of the Expiration Date, US$47,435,000 aggregate principal amount of Existing Notes, representing 38.79% of the outstanding aggregate principal amount of the Existing Notes, had been validly tendered (and not validly withdrawn) in the Exchange Offer, and US$21,789,000 aggregate principal amount of Existing Notes, representing 17.82% of the outstanding aggregate principal amount of the Existing Notes, had been validly tendered (and not validly withdrawn) in the Offer to Purchase.

As of the Expiration Date, Proxies for US$69,224,000 aggregate principal amount of Existing Notes, representing 56.61% of the outstanding aggregate principal amount of the Existing Notes, had been validly delivered (and not validly withdrawn) in the Consent Solicitation.

Of the US$151,364,000 aggregate principal amount of Existing Notes outstanding, US$29,076,000 principal amount is owned collectively by the Company and a subsidiary of the Company. These Existing Notes owned collectively by the Company and its subsidiary have been validly tendered in the Offer to Purchase. However, these Existing Notes are to be disregarded in determining whether the requisite principal amount of Existing Notes are present at a Noteholders' Meeting (as defined below) for quorum purposes or have voted in favor of the Proposed Amendments (as defined below). Accordingly, these Existing Notes have not been included in the aggregate principal amounts of Existing Notes expressed above and, to determine the percentages expressed above, an outstanding aggregate principal amount of Existing Notes in the amount of US$122,288,000 has been used.

The Offers are conditioned on the approval of the proposed amendments to the indenture relating to the Existing Notes (the "Proposed Amendments") by the holders of a majority in aggregate principal amount of the outstanding Existing Notes present or represented at a meeting of such holders (the "Noteholders' Meeting") on second call at which a quorum of persons holding or representing at least 30% in outstanding aggregate principal amount of the Existing Notes is present. Proxies delivered pursuant to the Noteholders' Meeting on first call will be valid at the Noteholders' Meeting on second call.

The Company expects the Noteholders' Meeting on second call to take place at 8 a.m. Buenos Aires time on August 10, 2011, at Av. Paseo Colón 728, 3rd Floor, (C1063ACU) Ciudad de Buenos Aires, Argentina. As a result of the Proxies submitted pursuant to the Consent Solicitation, the Company expects to pass the Proposed Amendments at the Noteholders' Meeting on second call.

The conditions to the Offers are expected to be satisfied. Accordingly, the Company expects that the payment for all Existing Notes validly tendered as of 5 p.m. New York City time on July 25, 2011 (the "Early Participation Deadline"), and accepted by the Company and payment for all Existing Notes validly tendered after the Early Participation Deadline and prior to the Expiration Date and accepted by the Company will be made promptly following the Expiration Date. The settlement date for the Offers is expected to be August 11, 2011.

THE NEW NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS.

This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any New Notes or Existing Notes. The Offers and the Consent Solicitation are being made solely by an offering memorandum and consent solicitation statement dated July 12, 2011 (the "Offering Memorandum and Consent Solicitation Statement"). The Offers were made only to holders who properly completed, executed and delivered to Bondholder Communications Group, LLC, which served as the information and exchange agent in the Offers and Consent Solicitation, an eligibility letter, whereby such holder represented to the Company that it is (i) a "qualified institutional buyer," or "QIB," as defined in Rule 144A under the Securities Act, or (ii) a "non-US Person" (as defined in Regulation S under the Securities Act) outside the United States.

Questions regarding the Offers and the Consent Solicitation should be directed to Bondholder Communications Group, LLC, which may be contacted toll free in the United States at +1 (888) 385-2663 or outside the United States at +1 (212) 809-2663 or +44 (0) 7382 4580.

Forward-Looking Statements

This release may contain certain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and are subject to risks, uncertainty and changes in circumstances, which may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements. All statements contained herein that are not clearly historical in nature are forward-looking and the words "anticipate," "believe," "expect," "estimate," "plan," and similar expressions are generally intended to identify forward-looking statements. The Company is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise. More detailed information about these and other factors is set forth in the Offering Memorandum and Consent Solicitation Statement.