Different firms advise on the new issue of Pampa Energía
Different firms have advised on the international issuance of the class 21 notes and the cash tender offer for any and all of Pampa Energía’s class 1 notes.
Cleary Gottlieb Steen & Hamilton and Salaverri Burgio & Wetzler Malbrán acted as international and local counsel to Pampa, respectively. Davis Polk & Wardwell and Bruchou & Funes de Rioja acted as advisors to the international underwriters and local placement agents.
The issue took place on 10 September, where the class 21 Notes were denominated in US dollars, for a nominal value of US$410,000,000. 000, which are governed under New York Law, at a fixed annual nominal interest rate of 7.950% and maturing on 10 September 2031, within the framework of its programme for the issuance of simple negotiable obligations (not convertible into shares) and/or negotiable obligations convertible into shares for up to US$1,400,000,000 (or its equivalent in other currencies or units of value), approved by the Comisión Nacional de Valores (National Securities Commission).
The transaction was conducted in accordance with Rule 144A and Regulation S under the US Securities Act. In addition, the Class 21 Notes have been admitted for listing on the Argentine Stock Exchanges and Markets and authorised for trading on the Electronic Open Market.
At the same time, Pampa submitted a cash tender offer for each and all of its Class 1 Notes due 2027 at a fixed rate of 7.500%. Of the US$750,000,000 outstanding at the date of the launch of the Offer to Purchase, Class 1 Notes with a total nominal value of US$397,296,000 were validly tendered for purchase, representing approximately 52.97% of the Class 1 Notes outstanding at that time.
Pampa will apply the net proceeds from the placement of the Notes to the repurchase of the Class 1 Notes tendered pursuant to the Offer to Purchase (and the payment of related expenses thereunder), as well as for other general corporate purposes, including any additional repurchases or any redemption or repayment of the Class 1 Notes or any other indebtedness.
Citigroup Global Markets, Deutsche Bank Securities, J.P. Morgan Securities and Santander US Capital Markets acted as international placement and arrangers; while Banco Santander Argentina and Banco de Galicia y Buenos Aires acted as local placement and information agents. The Bank of New York Mellon acted as trustee, registrar, paying agent and transfer agent under the Indenture entered into with Pampa and Banco Santander Argentina, the latter in its capacity as representative of the trustee in Argentina, registrar and transfer agent in Argentina and paying agent in Argentina.
Pampa was also advised by its in-house team comprising Adolfo Zuberbuhler, Julieta Castagna, and Debora Tortosa Chavez as Pampa’s in-house financial advisors and María Agustina Montes, Maite Zornoza, Juan Manuel Recio and Camila Mindlin as in-house lawyers.
Salaverri’s team comprised partner Roberto Lizondo (pictured left) and associates Natalia Ostropolsky, Rodrigo Durán Libaak, Valentina Buschiazzo Ripa and Ana Heinrich.
Cleary’s team included partner Juan G. Giráldez (pictured centre, left), associates Laura Daugherty and Rodrigo López Lapeña and international lawyer Juan Ignacio Leguizamo.
Bruchou’s team was led by partner José María Bazan (pictured centre, right) and associates Leandro E. Belusci, Pedro María Azumendi, Melina Signorello and Agustín Caputo.
Davis Polk’s team was made up by partner Maurice Blanco (pictured right), attorneys Drew Glover and Alon Gurfinkel, and associates Lucas Fenyves and Alex Gao.
Emmet Marvin & Martin, served as legal counsel to the trustee, agent of record, paying agent and transfer agent, with the team led by partner Matthew W. Peetz.
