#Argentina #Buenos Aires #Mediterránea #Termica Roca

Announcement of Exchange Offer

Generación Mediterránea S.A. (GEMSA) and Central Térmica Roca S.A. (CTR), two prominent companies operating in Argentina's energy sector, have made a significant announcement regarding their financial restructuring efforts. On May 4, 2026, they declared the initiation of an exchange offer targeting holders of their existing 11.000% Senior Secured Notes due in 2031. This strategic move aims to swap these notes for newly issued Senior Secured Fixed Rate Step-Up Notes set to mature in 2034, as well as Value Recovery Notes that will come due in 2036.

Details of the Offer

The exchange offer seeks to provide bondholders with an opportunity to convert their existing notes, totaling a principal amount of approximately $353.96 million, into new financial instruments. Holders who participate in the early phase of the exchange can receive the full principal amount of new notes for their existing holdings, alongside a cash consideration. Those who opt for participation after the early deadline will receive a reduced amount of new notes, reflecting a structured incentive for early engagement.

Financial Implications and Participation Benefits

Currently, the existing notes are listed and traded on the Buenos Aires Stock Exchange (BYMA), and the restructuring of these notes is positioned to enhance the financial profile of both companies considerably. Eligible holders will also be compensated for accrued interest through their exchange participation. The financial strategy is designed to ensure that GEMSA and CTR can maintain liquidity while offering their investors a clearer pathway to future earnings.

Consent Solicitation

In conjunction with the exchange offer, the companies are soliciting consents from the holders of the existing notes. The goal is to amend specific provisions in the existing indenture and to eliminate certain restrictive covenants that can hinder operational flexibility. By streamlining these terms, GEMSA and CTR aim to optimize governance structures, potentially making them more attractive to investors in the long term.

Terms and Conditions

Holders of the existing notes are encouraged to assess the exchange documents for detailed terms regarding the new notes and the value recovery notes. The exchange offer will expire on June 2, 2026, and eligible holders must complete an eligibility letter to participate fully. Moreover, the companies emphasized the condition that at least 85% participation from existing noteholders is needed for the completion of the exchange offer.

Looking Ahead

The restructuring support agreement, entered into on March 20, 2026, with key stakeholders who hold approximately 43.45% of the outstanding notes, is a pivotal aspect of these transactions. By leveraging stakeholder support and effectively managing their debt profile, GEMSA and CTR are setting the stage for more robust operational growth in the coming years.

Conclusion

This restructuring and exchange offer is essential for Generación Mediterránea S.A. and Central Térmica Roca S.A. to enhance their capital structure and financial sustainability. Both firms invite their eligible bondholders to take part in this strategic initiative that promises to provide long-term benefits and reinforce their standing in the competitive Argentine energy market. Stakeholders should remain vigilant regarding the deadlines and terms to maximize the potential benefits of this financial opportunity.