Generación Mediterránea S.A. and Central Térmica Roca S.A. Announce Early Participation Results of their Previously Announced Exchange Offer and Consent Solicitation
PR Newswire
BUENOS AIRES, Argentina, May 20, 2026
HIGHLIGHTS
- Approximately US$325,863,842 of Existing Notes, or 92.06% of all Existing Notes, have been tendered
- The Companies have met the Minimum Participation Condition and the Clean-Up Call Threshold
- Early Participation Date to be extended to May 27, 2026 while the Expiration Date remains on June 2, 2026
- Consents to release Collateral and amend Existing Notes in Indenture received
BUENOS AIRES, Argentina, May 20, 2026 /PRNewswire/ -- Generación Mediterránea S.A. and Central Térmica Roca S.A. (collectively, the "Companies"), announced today the results as of the Early Participation Date (as defined below) of the previously announced offer to exchange (the "Exchange Offer") any and all of their outstanding 11.000% Senior Secured Notes due 2031 (the "Existing Notes") for the Companies' newly issued Senior Secured Fixed Rate Step-Up Notes due 2034 (the "New Notes") and Value Recovery Notes due 2036 (the "VRI Notes") and their solicitation of consents of the holders of the Existing Notes (the "Consent Solicitation" and, together with the Exchange Offer, the "Offer and Solicitation") to amend certain provisions of the indenture pursuant to which the Existing Notes were issued and to release all of the collateral securing the Existing Notes, upon the terms and subject to the conditions set forth in the Exchange Offer Memorandum and Solicitation Statement, dated May 4, 2026 (the "Exchange Offer Memorandum and Solicitation Statement" and, together with the Companies' press release dated May 4, 2026, and the related Eligibility Letter are referred to herein as, the "Offer and Solicitation Documents"). Capitalized terms not defined herein shall have the meaning ascribed to them in the Offer and Solicitation Documents.
Morrow Sodali International LLC, trading as Sodali & Co, acting as information and exchange agent for the Offer and Solicitation (the "Information and Exchange Agent"), advised the Companies that, as of 5:00 p.m. (New York City time) on May 19, 2026 (the "Early Participation Date"), Existing Notes for an aggregate principal amount equal to approximately US$325,863,842, or 92.06% of all Existing Notes were validly tendered for exchange in the Exchange Offer.
Below are additional details with respect to the early results of the Exchange Offer.
Title of Existing Notes(1) | CUSIP/ISIN | Original Principal Amount of Existing Notes(2) | Total Principal Amount Tendered as of the Early Participation Date | Percentage of the Original Principal Amount Outstanding |
11.000% Senior Secured Notes due 2031 | Rule 144A: 36875KAJ0 / US36875KAJ07 Regulation S: P46214AG0 / USP46214AG00 | US$353,963,822 | US$325,863,842 | 92.06 % |
- The Existing Notes are currently listed on BYMA and traded on A3 Mercados S.A.
- No scheduled amortizations, voluntary redemptions or repurchases have been made in respect of the Existing Notes since the first issue date thereof.
Consent Solicitation Results; Minimum Participation Condition
As of the Early Participation Date, the Companies have received the affirmative consent of holders representing more than 85% aggregate participation of the Existing Notes then outstanding (the "Minimum Participation Condition") in order to (i) substantially eliminate the restrictive covenants and certain events of default with respect to the Existing Notes, (ii) change the governing law of the Existing Notes Indenture (as defined in the Exchange Offer Memorandum and Solicitation Statement) to the laws of England and Wales (which amendment shall only be implemented to the extent the Exchange Offer is not consummated pursuant to its terms and the Companies and the Ad Hoc Group decide to pursue the Scheme), and (iii) release all of the collateral securing the Existing Notes, direct each of the Existing Notes Trustee, the Argentine Collateral Agent and the Onshore Trustee (each term as defined in the Exchange Offer Memorandum and Solicitation Statement) to release all of the collateral securing the Existing Notes and execute all documents necessary to release all of the collateral securing the Existing Notes.
Supplemental Indenture
The Companies expect to execute the supplemental indenture that will give effect to the Proposed Amendment to Release Collateral (as defined in the Exchange Offer Memorandum and Solicitation Statement) and the Proposed Indenture Amendment (as defined in the Exchange Offer Memorandum and Solicitation Statement) but will not become operative unless and until the Companies pay the applicable Exchange Consideration and deliver an officer's certificate to the Existing Notes Trustee certifying that the applicable Exchange Consideration has been paid to all Eligible Holders that have validly tendered, and not validly withdrawn and accepted for exchange in the Exchange Offer.
The Proposed Amendment to Release Collateral, once operative, will release and authorize the release of all of the collateral securing the Existing Notes, and direct each of the Argentine Collateral Agent and the Onshore Trustee to release the collateral securing the Existing Notes and to execute documents necessary to release all of the collateral securing the Existing Notes. The release of all of the collateral securing the Existing Notes will follow the procedures provided in the Existing Notes Indenture.
Amendments to the Early Participation Date
The Companies hereby amend the Early Participation Date of the Offer and Solicitation, as set forth in the Exchange Offer and Consent Solicitation Memorandum, as follows. Except as otherwise stated herein, all other terms and conditions of the Offer and Solicitation as stated in the Offer and Solicitation Documents remain the same.
The Companies, as courtesy to Eligible Holders, announced the extension of the Early Participation Date of the Offer and Solicitation, from 5:00 p.m., New York City time, on May 19, 2026, to 5:00 p.m., New York City time, on May 27, 2026 (such date and time, as hereby amended, after this press release is published, unless further extended, the "New Early Participation Date"). Holders who have not already done so may tender their Existing Notes for exchange until the New Early Participation Date and still receive the Early Exchange Consideration (as defined in the Exchange Offer Memorandum and Solicitation Statement).
Existing Notes validly tendered, and not validly withdrawn by the Withdrawal and Revocation Date may no longer be withdrawn, and related consents validly delivered and not validly revoked by the Early Participation Date may no longer be revoked, except as may be required by applicable law.
The Expiration Date of the Exchange Offer is on June 2, 2026, at 5:00 p.m. (New York City time), which remains unchanged after the extension described in the paragraph above (the "Expiration Date").
Settlement Date
The Companies hereby announce their decision to not exercise their right to pursue Early Settlement (as defined in the Exchange Offer Memorandum and Solicitation Statement) of the Exchange Offer, and anticipate the settlement date to be promptly after the Expiration Date (such date, as hereby amended, unless further amended, the "Settlement Date"). The Companies expect to issue and deliver the applicable principal amount of New Notes and VRI Notes, together with the Early Exchange Consideration, in exchange for any Existing Notes validly tendered and accepted for exchange, and not validly withdrawn on or prior to the New Early Participation Date, in the amount and manner described in the Exchange Offer Memorandum and Solicitation Statement, promptly after the Expiration Date
Clean-up Call
In accordance with Section 5(e) of the certificates in global form evidencing the Existing Notes, if holders of 90.0% in aggregate principal amount of the outstanding Existing Notes (the "Clean-Up Call Threshold") accept the Exchange Offer, the Companies may elect to request holders of any Existing Notes that remain outstanding after the Settlement Date to exchange such Existing Notes for the Late Exchange Consideration provided to the participating holders in the Exchange Offer (subject to applicable procedures of The Depository Trust Company) (the "Clean-Up Call").
As 92.06% of all Existing Notes were validly tendered for exchange in the Exchange Offer, the Companies hereby announce their intent to exercise their right to make the Clean-Up Call.
Information and Exchange Agent and Dealer Manager and Solicitation Agent
Sodali & Co is acting as the Information and Exchange Agent for the Offer and Solicitation. BCP Securities, Inc. is acting as global coordinator, dealer manager and solicitation agent (the "Global Coordinator, Dealer Manager and Solicitation Agent") for the Exchange Offer and the Consent Solicitation.
For further information, any questions or requests for assistance about the Offer and Solicitation, please contact the Information and Exchange Agent, in London, at The Leadenhall Building, 122 Leadenhall Street, London, EC3V 4AB, United Kingdom, by telephone: +44 20 4513 6933, and in New York, at 430 Park Avenue 14th Floor, New York, NY 10022, by telephone: +1 203 658 9457 or by email at albanesi@investor.sodali.com. Eligible Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer and Solicitation.
Eligible Holders (as defined below) who desire to complete an electronic eligibility letter should access the website https://projects.sodali.com/albanesi2031 operated by Morrow Sodali International LLC, trading as Sodali & Co, or contact the Information and Exchange Agent via email to albanesi@investor.sodali.com, or at the telephone numbers +1 (203) 658-9457 (New York, United States) or +44 (20) 4513-6933 (London, United Kingdom).
Disclaimers
THE NEW NOTES AND THE VRI NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (INCLUDING THE RULES AND REGULATIONS THEREUNDER, THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. THEREFORE, THE NEW NOTES AND THE VRI NOTES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
The Exchange Offer is being made, and the New Notes and VRI Notes are being offered for exchange only to holders of Existing Notes (1) reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A under the Securities Act), in a private transaction in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof, and (2) outside the United States, to persons other than "U.S. persons" (as defined in Rule 902 under the Securities Act) and who are not acquiring New Notes or the VRI Notes for the account or benefit of a U.S. person, in offshore transactions in compliance with Regulation S under the Securities Act. Only holders who have returned a duly completed Eligibility Letter certifying that they are within one of the categories described herein are authorized to receive and review the Exchange Offer Memorandum and Solicitation Statement and to participate in the Offer and Solicitation (such holders, "Eligible Holders").
None of the Companies, the Global Coordinator, the Dealer Manager and Solicitation Agent, the Argentine Information Agents, the Existing Notes Trustee, the Representative of the Existing Notes Trustee in Argentina, the New Notes Trustee or the Information and Exchange Agent makes any recommendation as to whether or not Eligible Holders of Existing Notes should exchange their Existing Notes in the Offer and Solicitation.
This press release is qualified in its entirety by the Offer and Solicitation Documents. This press release is for informational purposes only and does not constitute an offer or an invitation to participate in the Offer and Solicitation. The Offer and Solicitation is being made pursuant to the Offer and Solicitation Documents, copies of which will be delivered to holders of the Existing Notes, and which set forth the complete terms and conditions of the Offer and Solicitation. Eligible Holders are urged to read the Offer and Solicitation Documents carefully before making any decision with respect to their Existing Notes. The Offer and Solicitation is not being made to, nor will the Companies accept exchanges of Existing Notes from holders in any jurisdiction in which it is unlawful to make such an offer.
This press release is for informational purposes only and does not represent an offer to sell securities or a solicitation to buy securities in the United States or in any other country. This press release is released for disclosure purposes only, in accordance with applicable legislation. It does not constitute marketing material, and should not be interpreted as advertising an offer to sell or soliciting any offer to buy securities issued by the Companies in any jurisdiction where it is illegal to do so. This press release to the market is not for distribution in or into or to any person located or resident in any jurisdiction where it is unlawful to release, publish or distribute this announcement. None of the Companies, the Dealer Manager and Solicitation Agent or the Information and Exchange Agent makes any recommendation as to whether or not Eligible Holders of Existing Notes should exchange their Existing Notes in the Exchange Offer and deliver Consents in the Consent Solicitation.
Neither the U.S. Securities and Exchange Commission, any U.S. state securities commission, nor any regulatory authority of any other country has approved or disapproved of the Exchange Offer or the Consent Solicitation, passed upon the merits or fairness of the Exchange Offer or the Consent Solicitation, or passed upon the adequacy or accuracy of the disclosure in the Exchange Offer Memorandum and Solicitation Statement.
Neither the delivery of this announcement, the Offer and Solicitation Documents nor any purchase pursuant to the Offer and Solicitation shall under any circumstances create any implication that the information contained in this announcement or the Offer and Solicitation Documents is correct as of any time subsequent to the date hereof or thereof or that there has been no change in the information set forth herein or therein or in the Companies' affairs since the date hereof or thereof.
Forward Looking Statements
This press release may contain forward-looking statements. Some of these statements include statements regarding our current intent, belief or expectations. While we consider these expectations and assumptions to be reasonable, forward-looking statements are subject to various risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. Forward-looking statements are not guarantees of future performance. Actual results may be substantially different from the expectations described in the forward-looking statements. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results.
We have based these forward-looking statements on current expectations and assumptions about future events. While we consider these expectations and assumptions to be reasonable, they are inherently subject to significant risks and uncertainties, most of which are difficult to predict and many of which are beyond our control.
SOURCE Generación Mediterránea S.A. and Central Térmica Roca S.A.
