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AES Argentina Generación S.A. - Exchange Offer - Expiration and Final Results

AES Argentina Generación S.A. Announces the Expiration and Final Results of its Exchange Offer.


24 AUGUST 2023


Full announcement including disclaimers and offer restrictions available via LuxSE


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"AES Argentina hereby announces that the Exchange Offer expired as of 5:00 p.m., New York City time on August 24, 2023 (the “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.$46,729,000 in aggregate principal amount of Old Notes, representing approximately 17.02% of the aggregate principal amount of Old Notes outstanding, have been tendered (and not validly withdrawn) in the Exchange Offer under Option A, and (ii) U.S.$99,125,000 in aggregate principal amount of Old Notes, representing approximately 36.11% of the aggregate principal amount of Old Notes outstanding, have been tendered (and not validly withdrawn) in the Exchange Offer under Option B, totaling a participation of U.S.$145,854,000 in aggregate principal amount of Old Notes, representing approximately 53.13% of the aggregate principal amount of Old Notes outstanding.


As previously announced on July 26, 2023, August 10, 2023, August 17, 2023, and August 21, 2023, the Early Participation Date was extended from July 26, 2023 at 5:00 p.m., New York City time to 5:00 p.m., New York City time, on August 24, 2023. Therefore, the Early Participation Date (as extended by such announcements) and the Expiration Date are the same. Eligible Holders who validly tendered their Old Notes before the Expiration Date are eligible to receive the Early Exchange Consideration for any such Old Notes accepted for exchange and there will be no Late Exchange Consideration. AES Argentina has decided to waive the Minimum Participation Condition.


Given that AES Argentina has waived the Minimum Participation Condition and subject to the satisfaction or waiver of the conditions set forth in the Exchange Offer Documents, AES Argentina has accepted for exchange all validly tendered Old Notes and intends to pay the Early Exchange Consideration for Old Notes validly tendered, together with the Accrued Interest Payment on or about August 30, 2023 (the “Settlement Date”), in compliance with Argentine Central Bank’s requirements to access the foreign exchange market. On the Settlement Date, AES Argentina expects to issue U.S.$121,990,601 aggregate principal amount of New Notes and to pay U.S.$29,170,800 in cash consideration (excluding the Accrued Interest Payment) as total consideration for the Old Notes validly tendered in the Exchange Offer. For each U.S.$1,000 principal amount of Old Notes validly tendered and accepted for exchange, Eligible Holders will receive, as applicable: (a) under Option A (Early A Consideration): approximately (i) U.S.$383 in New Notes, and (ii) U.S.$624.2547 in cash; or (b) under Option B (Early B Consideration): U.S.$1,050 in New Notes."


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AES Argentina Generación S.A. Offer to Exchange Any and All of its Outstanding 7.750% Senior Notes due 2024 (CUSIP Nos.: 00107V AA1 and P1000C AA2; ISIN Nos. US00107VAA17 and USP1000CAA29)


21 AUGUST 2023


Full announcement including disclaimers and offer restrictions available via LuxSE


"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 21, 2023 (the “Expiration Date”), to 5:00 p.m. New York City time on August 24, 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.$42,229,000 in aggregate principal amount of Old Notes, representing approximately 15.38% 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.$141,354,000 in aggregate principal amount of Old Notes, representing approximately 51.50% of the aggregate principal amount of Old Notes outstanding."


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AES Argentina Generación S.A. Offer to Exchange Any and All of its Outstanding 7.750% Senior Notes due 2024 (CUSIP Nos.: 00107V AA1 and P1000C AA2; ISIN Nos. US00107VAA17 and USP1000CAA29)


17 AUGUST 2023


Full announcement including disclaimers and offer restrictions available via LuxSE


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"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. "


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AES Argentina Generación S.A. Announces the Extension of the Expiration Date of its Exchange Offer.


11 AUGUST 2023


Full announcement including disclaimers and offer restrictions available via LuxSE


"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 “Press Release”), extending the Early Participation Date and the supplement to the Exchange Offer Memorandum (the “Supplement”) dated August 8, 2023, and the related eligibility letter (the “Eligibility Letter” and, together with the Exchange Offer Memorandum, the Press Release and the Supplement, 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 10, 2023 (the “Original Expiration Date”), to 5:00 p.m. New York City time on August 17, 2023 (such time and date, the “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 Original Expiration Date (i) U.S.$36,534,000 in aggregate principal amount of Old Notes, representing approximately 13.31% 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.$98,475,000 in aggregate principal amount of Old Notes, representing approximately 35.87% 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.$135,009,000 in aggregate principal amount of Old Notes, representing approximately 49.18% of the aggregate principal amount of Old Notes outstanding."


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Offer to Exchange

any and all of our outstanding

7.750% Senior Notes due 2024 (the “Old Notes”)

for the applicable amount of

9.50% Notes due 2027 (the “New Notes”) and Cash (as applicable)


09 AUGUST 2023


Full announcement including disclaimers and offer restrictions available via LuxSE


"This Supplement (this “Supplement”) supplements the information contained in the exchange offer memorandum dated July 13, 2023 (the “Exchange Offer Memorandum”) with respect to the offer by AES Argentina Generación S.A. (“AES Argentina”, the “Company” or the “Issuer”), a corporation (sociedad anónima) organized under the laws of Argentina, to exchange any and all of the Issuer’s outstanding 7.750% Senior Notes due 2024 (the “Old Notes”) for its newly issued 9.50% Notes due 2027 (the “New Notes”) and the applicable cash consideration (the “Exchange Offer” or the “Offer”), on the terms and subject to the conditions described in the Exchange Offer Memorandum, as supplemented and amended by this Supplement and the press release issued by the Company on July 26, 2023 (the “Press Release”), extending the Early Participation Date.


The Exchange Offer will expire at 5:00 p.m. (New York City time) on August 10, 2023 (such date and time, as the same may be extended, the “Expiration Date”).


Capitalized terms used but not defined in this Supplement shall have the respective meanings given to them in the Exchange Offer Memorandum. Except as described in this Supplement and the Press Release, all other information contained in the Exchange Offer Memorandum remains unmodified.


The purpose of this Supplement is to correct an inconsistency with respect to the regular record dates of the New Notes and to supplement the sections “Summary Consolidated Financial Information,” “Selected Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Exchange Offer Memorandum with the Company’s unaudited interim condensed consolidated financial statements as of and for the six-month period ended on June 30, 2023.


Eligible Holders that have previously tendered their Old Notes pursuant to the procedures set forth in the Exchange Offer Memorandum are not required to take any further action or re-tender their Old Notes on account of this Supplement. Withdrawal rights under the Exchange Offer expired at 5:00 p.m. New York City time on July 26, 2023


You should read this Supplement together with the Exchange Offer Memorandum and the Press Release, including the section of the Exchange Offer Memorandum entitled “Risk Factors.” However, to the extent that any information in the Exchange Offer Memorandum is inconsistent with the information set forth in this Supplement, you should rely on the information in this Supplement and not on the information in the Exchange Offer Memorandum."


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AES Argentina Generación S.A. Announces the Extension of the Early Participation Date of its Exchange Offer.

27 JULY 2023


Full announcement including disclaimers and offer restrictions available via LuxSE or Prnewswire


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"AES Argentina announces that it is extending the period to be eligible to receive the Early Exchange Consideration in respect of the exchange offer from July 26, 2023 at 5:00 p.m., New York City time (the “Original Early Expiration Date”) to 5:00 p.m., New York City time on August 10, 2023. The Exchange Offer will expire at 5:00 p.m., New York City time on August 10, 2023.


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 Original Early Expiration Date, (i) U.S.$35,184,000 in aggregate principal amount of Old Notes, representing approximately 12.82% 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.$93,915,000 in aggregate principal amount of Old Notes, representing approximately 34.21% 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.$129,099,000 in aggregate principal amount of Old Notes, representing approximately 47.03% 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 Original Early Expiration Date, Eligible Holders that tendered their Old Notes under Option A at or prior to the Early Participation Date would receive (assuming no additional participation) approximately 73% and 27% of the Early A Consideration in cash and New Notes, respectively. The Exchange Consideration will be determined following the expiration of the Exchange Offer.


AES Argentina also announces that the Withdrawal Date expired on July 26, 2023 at 5:00 p.m., New York City time. The Old Notes validly tendered in the Exchange Offer may no longer be withdrawn, and any Old Notes tendered on or after the date hereof and prior to the Expiration Date may not be withdrawn."


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Source: FitchRatings. AES Argentina’s Announced Debt Exchange Offer Credit Neutral if Successful


25 JULY 2023


Full announcement including disclaimers and offer restrictions available via Source: FitchRatings

Fitch Ratings-Austin/Santiago-25 July 2023: AES Argentina Generacion S.A.'s (AAG) ratings will not be affected by the debt exchange announced on July 13, if the exchange is successful, according to Fitch Ratings.

The purpose of the offer is to exchange any and all of the company's outstanding USD275 million 7.75% senior unsecured notes due on Feb. 2, 2024, for a combination of newly issued 9.50% notes due in 2027, and cash. The early tender and exchange expiration dates are at 5:00 p.m. on July 26, 2023 and Aug. 10, 2023, respectively, with an additional early tender pro-rata cash consideration of the lesser of USD30 million, 20% of the principal amount of the notes tendered, or the principal amount of outstanding notes validly tendered and accepted in the exchange."


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AES Argentina Generación S.A. Announces the Commencement of the Exchange Offer Relating to its 7.750% Senior Notes due 2024.

13 JULY 2023


Full announcement including disclaimers and offer restrictions available via LuxSE


"July 13, 2023 — Buenos Aires, Argentina

AES Argentina Generación S.A.

Offer to Exchange, Any and All of its Outstanding

7.750% Senior Notes due 2024

(CUSIP Nos.: 00107V AA1 and P1000C AA2; ISIN Nos. US00107VAA17 and USP1000CAA29)


AES Argentina Generación S.A. (“AES Argentina” or the “Company”) hereby announces the commencement of its offer to exchange (the “Exchange Offer”) any and all of the 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 and the related eligibility letter (the “Eligibility Letter” and, together with the Exchange Offer Memorandum, the “Exchange Offer Documents”)."


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"The following table sets forth certain material terms of the Exchange Offer:"



(1) Per U.S.$1,000 principal amount of Old Notes validly tendered and accepted for exchange. The Exchange Consideration does not include the Accrued Interest Payment (as defined below), which shall be paid together with the applicable Exchange Consideration as described herein.

(2) Eligible Holders (as defined below) of Old Notes validly submitting tenders at or prior to the Early Participation Date (as defined below) in exchange for the Early A Consideration (as defined below) will receive a combination of the Early A Pro-Rata Cash Consideration (as defined below) and Early A New Notes Consideration (as defined below), or solely the Early A Pro-Rata Cash Consideration depending on the amount of Old Notes tendered in the Exchange Offer and pursuant to Option A at or prior to the Early Participation Date (the “Early A Consideration”). The aggregate cash consideration payable to Eligible Holders whose Old Notes are accepted for exchange under Option A at or prior to the Early Participation Date will be an amount in cash equal to the lesser of (i) U.S.$30,500,000, (ii) 20% of the aggregate principal amount of Old Notes validly tendered and accepted for exchange in the Exchange Offer (such 20% of the aggregate principal amount of Old Notes validly tendered and accepted for exchange in the Exchange Offer, up to a maximum amount of U.S.$30,500,000, the “Total Cash Consideration”), and (iii) the aggregate principal amount of Old Notes validly tendered and accepted for exchange under Option A at or prior to the Early Participation date (the “Aggregate Early A Cash Consideration”), payable on a pro rata basis to Eligible Holders of Old Notes, validly submitting tender orders in exchange for Early A Consideration (the “Early A Pro-Rata Cash Consideration”). At the Expiration Date, the Early A Pro-Rata Cash Consideration and Early A New Notes Consideration will be determined based on the principal amount of Old Notes validly tendered and accepted in the Exchange Offer. For the avoidance of doubt, Eligible Holders submitting tenders after the Early Participation Date will not receive any cash consideration.

(3) The Late Exchange Consideration will be U.S.$1,000 principal amount of New Notes per U.S.$1,000 principal amount of Old Notes validly tendered and accepted for exchange after the Early Participation Date but at or prior to the Expiration Date. The Late Exchange Consideration will only consist of New Notes and will be the same either under Option A or Option B, as described herein.

(4) In the event that less than 20% of the aggregate principal amount of Old Notes that are validly tendered and accepted for exchange in the Exchange Offer are tendered under Option A at or prior to the Early Participation Date, the difference between the Total Cash Consideration and the Aggregate Early A Cash Consideration (such difference, the “Aggregate Early B Cash Consideration”), will be paid to Eligible Holders whose Old Notes are accepted for exchange under Option B at or prior to the Early Participation Date, pro rata to the principal amount of their Old Notes accepted for exchange (the “Early B Pro-Rata Cash Consideration”), and ratably reducing the principal amount of New Notes that comprise the Early B Consideration.

(5) The Old Notes are currently listed on the Luxembourg Stock Exchange and traded on its Euro MTF Market and are listed on the BYMA (as defined below) and are traded on the MAE (as defined below).


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