#Exchange Offer #Argentina #Buenos Aires #Generación Mediterránea #Central Térmica Roca

Overview of the Exchange Offer

Generación Mediterránea S.A. and Central Térmica Roca S.A., collectively known as the 'Companies', have disclosed the results of their recently initiated exchange offer and consent solicitation concerning outstanding 11.000% Senior Secured Notes due 2031. This pivotal move, confirmed as of the expiration date on June 2, 2026, reflects both the Companies' strategic financial management and their commitment to bondholders.

Key Participation Metrics

As per reports released by the participating companies, an impressive US$346,457,132, which represents 97.88% of all Existing Notes, has been successfully tendered for exchange. This outcome not only showcases the strong confidence investors have in Generación Mediterránea and Central Térmica Roca but also meets the criteria established for the minimum participation condition and the clean-up call threshold mentioned in the Exchange Offer Memorandum.

Components of the Exchange Offer

The Companies' exchange initiative includes several financial instruments:

• - New Notes due 2034
• - Value Recovery Notes (VRI Notes) due 2036

The primary goal of this exchange is to restructure and enhance the bond offerings' viability by replacing previously issued notes with new securities that exhibit more favorable terms for investors.

Significant Changes and Amendments

In conjunction with the exchange offer, the Companies have received overwhelming consent from more than 85% of the Existing Notes holders to make significant amendments to the original provisions of the indenture. These amendments include:
1. Elimination of Restrictive Covenants - This change is set to provide additional flexibility in financial operations.
2. Change of Governing Law - The governing law is proposed to shift to that of England and Wales, only applicable if the exchange offer does not conclude as planned.
3. Release of Collateral - The measures aim to release all collateral securing the Existing Notes, a critical step for future financial maneuverability.

Upcoming Steps and Settlement Dates

The Companies anticipate that settlement for the newly issued notes and the VRI Notes will occur shortly after the expiration date. This includes the payment of initial purchase considerations as outlined in the offer memorandum. The Clean-Up Call is another important feature, allowing the exchange of remaining outstanding Existing Notes post-settlement for the same consideration provided to those who participated.

Conclusion

The enormous participation in the exchange offer signifies a pivotal moment for both Generación Mediterránea S.A. and Central Térmica Roca S.A., demonstrating investor confidence in their strategies moving forward, while also ensuring a restructured financial foundation that is poised for long-term success. As this situation develops, stakeholders are encouraged to stay informed about further announcements pertaining to the exchange offer and associated financial instruments.