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UncategorizedBruchou advised on a Tender Offer of Notes due 2021 of PAE and it issuance of US$300 million

May 5, 2021
Tender Offer for Any and All of its 7.875% Notes due 2021 of Argentine Branch of Pan American Energy, S.L.

 

Pan American Energy, S.L., Sucursal Argentina (the “Branch”), conducted an offering (the “Offer”) of U.S.$300,000,000 aggregate principal amount of its 9.125% senior notes due 2027 (the “Notes”). The Argentine Branch is a subsidiary of Pan American Energy, S.L.(“Pan American”), a Spanish limited liability company.

US$90,834,999.91 aggregate principal amount, or 54.56%, of the total Notes outstanding, was validly tendered in the Offer.

The Branch engaged Citigroup Global Markets Inc., HSBC Securities (USA) Inc., Itau BBA USA Securities Inc., J.P. Morgan Securities LLC, and Santander Investment Securities Inc. as the Dealer Managers for the Offer. The Branch also engaged Banco Itaú Argentina S.A., Banco Santander Río S.A., HSBC Bank Argentina S.A., and Itaú Valores S.A., as Argentine Dealer Managers for the Offer in Argentina.

The settlement date for the Offer occurred on April 27, 2021.

The Offer was a standalone, not a part of the concurrent offering that the Branch conducted of U.S.$300,000,000 aggregate principal amount of its 9.125% senior notes due 2027 that closed on April 30, 2021.

Counsel to the Dealer Managers:

Bruchou, Fernández Madero & Lombardithrough its team led by partner Bazán, José Maríaand associates Gallo, Sofía and Etchevehere, Manuel. Partner Rey, Daniela; and associates Muir, Pablo and Vinocur, Eliana (Taxes).

 

Pan American Energy, S.L., Argentine Branch US$300,000,000 Senior Notes due 2027 issuance

 

Pan American Energy, S.L., Sucursal Argentina(the “Branch”), a branch of Pan American Energy, S.L., a Spanish limited liability company (“Pan American”), conducted an offering (the “Offer”) of U.S.$300,000,000 aggregate principal amount of its 9.125% senior notes due 2027 (the “Notes”). This transaction represents the return of an Argentine corporate to the international credit markets for a new money deal, since 2019. In addition, is the first transaction in which a part of the principal amount was subscribed with U.S. dollars deposited in bank accounts in Argentina..

The Notes are guaranteed by Pan American and benefit from a first priority security interest in a debt service reserve account in New York to be funded with future export proceeds.

Interest on the Notes will accrue at a rate of 9.125% per year and will be payable semi-annually in arrears on April 30 and October 30 of each year, commencing on October 30, 2021. The principal in respect of the Notes will amortize in five equal semi-annual installments beginning on April 30, 2025, with a final maturity on April 30, 2027. Of the principal amount of U.S.$300,000,000, U.S.$50,000,000 was sold in a local offering and subscribed for with U.S. dollars deposited in bank accounts in Argentina.

The Branch engaged Citigroup Global Markets Inc., HSBC Securities (USA) Inc., Itau BBA USA Securities Inc., J.P. Morgan Securities LLC, and Santander Investment Securities Inc. as the Initial Purchasers for the Offer. The Branch also engaged Banco Itaú Argentina S.A., Banco Santander Río S.A., HSBC Bank Argentina S.A., and Itaú Valores S.A., as Local Placement Agents for the Offer in Argentina.

The settlement date for the Offer occurred on April 30, 2021.

Counsel to the Initial Purchasers and the Local Placement Agents:

Bruchou, Fernández Madero & Lombardithrough its team led by partner Bazán, José Maríaand associates Gallo, Sofía and Etchevehere, Manuel. Partner Rey, Daniela; and associates Muir, Pablo and Vinocur, Eliana (Taxes).

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