SOURCE: Transener

Transener

July 26, 2011 12:12 ET

Transener Announces Results as of the Early Participation Deadline for 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 - Jul 26, 2011) - Transener S.A. (Compañía de Transporte de Energía Eléctrica en Alta Tensión Transener S.A.) (the "Company") announces the Early Participation Deadline results 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").

Early Participation Deadline Results of the Exchange Offer

As of 5:00 p.m., New York City time, on July 25, 2011 (the "Early Participation Deadline"), US$46,900,000 in aggregate principal amount of the Existing Notes, representing approximately 38.35% of the outstanding Existing Notes, had been validly tendered (and not validly withdrawn) in the Exchange Offer. Holders of Existing Notes who validly tendered Existing Notes in the Exchange Offer and delivered Proxies in the Consent Solicitation before the Early Participation Deadline, and whose tender of Existing Notes and delivery of Proxies are accepted by the Company, will receive, in exchange for each US$1,000 principal amount of Existing Notes tendered, US$1,000 principal amount of New Notes, plus an early exchange payment in an amount equal to US$30 that the Company will pay only for Existing Notes tendered and Proxies delivered (and not validly withdrawn) at or before the Early Participation Deadline.

Early Participation Deadline Results of the Offer to Purchase

As of the Early Participation Deadline, US$21,679,000 in aggregate principal amount of the Existing Notes, representing approximately 17.73% of the outstanding Existing Notes, had been validly tendered (and not validly withdrawn) in the Offer to Purchase. Holders of Existing Notes who validly tendered Existing Notes in the Offer to Purchase and delivered Proxies in the Consent Solicitation before the Early Participation Deadline, and whose tender and delivery of Proxies are accepted by the Company, will receive, for each US$1,000 principal amount of Existing Notes tendered, an amount in cash in US dollars equal to US$1,000, consisting of (i) a tender consideration in an amount equal to US$910, plus (ii) an early tender payment in an amount equal to US$90 that the Company will pay only for Existing Notes tendered (and not validly withdrawn) and Proxies delivered at or before the Early Participation Deadline.

The Company and a subsidiary of the Company own collectively US$29,076,000 principal amount of Existing Notes. These Existing Notes owned collectively by the Company and its subsidiary have been tendered in the Offer to Purchase and are excluded from the aggregate principal amounts of Existing Notes and the related percentages specified in the paragraphs above.

Early Participation Results of the Consent Solicitation; Second Call for Noteholders' Meeting

As of the Early Participation Deadline, Proxies for US$68,579,000 aggregate principal amount of Existing Notes, representing 56.08% of the outstanding aggregate principal amount of the Existing Notes, had been validly delivered (and not validly withdrawn) in the Consent Solicitation.

The Offers are conditioned on the approval of 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") at which a quorum of persons holding or representing at least 60% in outstanding aggregate principal amount of the Existing Notes is present; or, in the absence of such quorum, at any Noteholders' Meeting on second call (if necessary), the approval of the Proposed Amendments by the holders of a majority in aggregate principal amount of the outstanding Existing Notes present or represented at such Noteholders' Meeting at which there exists a quorum of persons holding or representing at least 30% in outstanding aggregate principal amount of the Existing Notes. Proxies delivered pursuant to the Noteholders' Meeting on first call will be valid at the Noteholders' Meeting on second call.

Since, as of the Early Participation Deadline, the Company has not received a sufficient number of Proxies representing 60% of the outstanding aggregate principal amount of the Existing Notes, a second call of the Noteholders' Meeting will be made. The Company expects the second call Noteholders' Meeting to take place no later than August 11, 2011, but it may occur earlier. As a result of the Proxies submitted as part of the Early Participation and expiration of the withdrawal deadline for the Offers (as scheduled), the Company has the necessary percentage of Proxies to hold the second call Noteholders' Meeting and to pass the Proposed Amendments. Therefore, the Company expects that the Proposed Amendments will be approved at the Noteholders' Meeting on second call.

Of the US$151,364,000 aggregate principal amount of Existing Notes outstanding, US$29,076,000 principal amount are owned collectively by the Company and a subsidiary of the Company. These Existing Notes owned collectively by the Company and its subsidiary have been 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 for quorum purposes or have voted in favor of the Proposed Amendment. 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.

Expiration Time

The Offers will expire at 9:00 a.m., New York City time, on August 9, 2011 (the "Expiration Time"), as scheduled. Holders of Existing Notes who validly tender Existing Notes in the Exchange Offer after the Early Participation Deadline and before the Expiration Time, and whose tender is accepted by the Company, will receive, for each US$1,000 principal amount of Existing Notes tendered, an exchange consideration in an amount equal to US$1,000 principal amount of New Notes. Holders of Existing Notes who validly tender Existing Notes in the Offer to Purchase after the Early Participation Deadline and before the Expiration Time, and whose tender is accepted by the Company, will receive, for each US$1,000 principal amount of Existing Notes tendered, an amount equal to US$910.

The terms and conditions of the Offers are set forth in an offering memorandum and consent solicitation statement dated July 12, 2011 (the "Offering Memorandum and Consent Solicitation Statement"). The Company may amend, extend or terminate the Offers.

The Offers are being made only to holders who have properly completed, executed and delivered to the information agent an eligibility letter, whereby such holder has represented to the Company that it is (i) a "qualified institutional buyer," or "QIB," as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") or (ii) a "non-US Person" (as defined in Regulation S under the Securities Act) outside the United States.

The Concurrent Offer

Concurrently with the Offers, the Company has announced the Concurrent Offer, under which it is offering New Notes for cash. The Company expects the pricing of the Concurrent Offer to occur as early as possible, subject to market conditions.

The Concurrent Offer is being made pursuant to a separate offering document, and not by the Offering Memorandum and Consent Solicitation Statement. Any and all New Notes issued in the Concurrent Offer will constitute a single series with, have the same terms and conditions as, be assigned the same CUSIP and ISIN numbers as, and trade fungibly with, the New Notes issued pursuant to the Exchange Offer.

Settlement

The settlements of the Offers are conditioned on, among other things, the issuance of at least US$100 million aggregate principal amount of New Notes (excluding any principal amount of New Notes acquired by us or our affiliates in the Exchange Offer) on the Final Settlement Date (as defined below) in the Concurrent Offer and the Exchange Offer taken together. The Company may waive this condition, which could result in the New Notes being issued in an aggregate principal amount of less than US$100 million.

The Company will cancel the Early Settlement Date (initially expected to occur on July 29, 2011) and the Offers will settle on the Final Settlement Date (as defined below).

The Company expects that the payment for all Existing Notes validly tendered prior to 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 Time and accepted by the Company will be made promptly following the Expiration Time (the "Final Settlement Date").

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

Bondholder Communications Group, LLC, has been appointed as the information agent and the exchange agent for the Offers. Holders may contact the information agent to request the eligibility letter 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. Alternatively, holders may complete a letter of eligibility at www.bondcom.com/transener. Deutsche Bank Luxembourg, S.A. has been appointed as the Luxembourg exchange agent for the Offers. Holders may contact the Luxembourg exchange agent at +00 (352) 42122-643.

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 the Offering Memorandum and Consent Solicitation Statement.

The Offers do not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not permitted by law or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. In any jurisdiction in which the Offers are required to be made by a licensed broker or dealer and in which the dealer manager, or any affiliates thereof, are so licensed, such Offers shall be deemed to have been made by such dealer manager, or such affiliates, on behalf of the Company.

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.