Empresa Distribuidora y Comercializadora Norte S.A. (EDENOR S.A.) announces cash tender offer for up to U.S.$150,000,000 Aggregate Principal Amount of its Outstanding 9.75% Senior Notes due 2030

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Empresa Distribuidora y Comercializadora Norte S.A. (EDENOR S.A.) announces cash tender offer for up to U.S.$150,000,000 Aggregate Principal Amount of its Outstanding 9.75% Senior Notes due 2030

PR Newswire

(CUSIP Nos. 29244A AM4 and P3710F AU8; ISIN Nos. US29244AAM45 and USP3710FAU86)

BUENOS AIRES, Argentina, April 15, 2026 /PRNewswire/ -- Empresa Distribuidora y Comercializadora Norte S.A. (EDENOR S.A.) (the "Company") announced today the commencement of an offer (the "Offer") to purchase for cash up to U.S.$150,000,000 Aggregate Principal Amount (the "Tender Cap") of its Outstanding 9.75% Senior Notes due 2030 (the "Existing Notes") from each registered holder (each, a "Holder" and, collectively, the "Holders") pursuant to the terms and conditions set forth in the offer to purchase dated April 15, 2026 (the "Offer to Purchase").

The table below summarizes certain payment terms of the Offer:

Title of
Existing
Notes

Outstanding
Principal Amount
as of April 15, 2026

ISINs/CUSIP Numbers

Tender Offer
Consideration
(1)

Early Tender Offer
Consideration
(2)

9.75%
Senior Notes
due 2030

U.S.$475,000,000

144A:

CUSIP No. 29244A AM4

ISIN No. US29244AAM45

 

Regulation S:

CUSIP No. P3710F AU8

ISIN No. USP3710FAU86

U.S.$990

U.S.$1,020



(1)

Per U.S.$1,000 principal amount of Existing Notes that are validly tendered and not validly withdrawn at or prior to the Expiration Time but after the Early Tender Deadline and that are accepted for purchase. In addition, Holders whose Existing Notes are validly tendered and accepted for purchase pursuant to the Offer will receive Accrued Interest (as defined below).

(2)

Per U.S.$1,000 principal amount of Existing Notes that are validly tendered and not validly withdrawn at or prior to the Early Tender Deadline and that are accepted for purchase. In addition, Holders whose Existing Notes are validly tendered and accepted for purchase pursuant to the Offer will receive Accrued Interest (as defined below).

Indicative Timeline for the Offer

Commencement of the Offer

April 15, 2026.



Early Tender Deadline

At 5:00 p.m. (New York City time) on April 28, 2026, unless extended or earlier terminated.



Withdrawal Deadline

At 5:00 p.m. (New York City time) on April 28, 2026, unless extended or earlier terminated.



Early Acceptance Date

If the Company so elects in respect of Existing Notes that are validly tendered and not validly withdrawn at or prior to the Early Tender Deadline, a time following the Early Tender Deadline but before the Expiration Time. 



Expiration Time

At 5:00 p.m. (New York City time) on May 13, 2026, unless extended or earlier terminated.



Early Settlement Date

The Company expects that the Early Settlement Date will be April 30, 2026, assuming the Company exercises the Early Settlement Right (as defined below).



Final Settlement Date

On May 15, 2026, subject to change without notice.

The aggregate cash consideration for each U.S.$1,000 principal amount of Existing Notes purchased pursuant to the Offer will be (i) U.S.$1,020(the "Early Tender Offer Consideration") payable only in respect of Existing Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline that the Company accepts for purchase, or (ii) U.S.$990 (the "Tender Offer Consideration") payable in respect of Existing Notes validly tendered and not validly withdrawn after the Early Tender Deadline but at or before the Expiration Time that the Company accepts for purchase. Only Existing Notes validly tendered and not validly withdrawn at or before the Early Tender Deadline will be eligible to receive the Early Tender Offer Consideration, subject to the Tender Cap. Existing Notes validly tendered after the Early Tender Deadline but at or before the Expiration Time will be eligible to receive only the Tender Offer Consideration, subject to the Tender Cap. In addition, the Company will pay accrued interest ("Accrued Interest") in respect of any Existing Notes purchased in the Offer from the last interest payment date to the Early Settlement Date or the Final Settlement Date, as applicable.

If the purchase of all validly tendered Existing Notes would cause us to purchase a principal amount greater than the Tender Cap, then the Offer will be oversubscribed and, if we accept Existing Notes in the Offer, we will accept for purchase tendered Existing Notes on a prorated basis, with the prorated aggregate principal amount of each Holder's validly tendered Existing Notes accepted for purchase rounded down to the nearest U.S.$1.00. However, Existing Notes validly tendered on or prior to the Early Tender Deadline will be accepted for purchase in priority to Existing Notes tendered after the Early Tender Deadline.

So long as the terms and conditions described in the Offer to Purchase are satisfied, we intend to accept for payment all Existing Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline, and will only prorate such Existing Notes if the aggregate amount of Existing Notes validly tendered and not withdrawn exceeds the Tender Cap. If the Offer is not fully subscribed as of the Early Tender Deadline, Existing Notes validly tendered after the Early Tender Deadline and at or before the Expiration Time may be subject to proration, whereas Existing Notes validly tendered at or prior to the Early Tender Deadline would not be subject to proration. Furthermore, if the Offer is fully subscribed as of the Early Tender Deadline, Existing Notes validly tendered after the Early Tender Deadline may not be accepted for payment, unless we decide to increase the Tender Cap, subject to applicable law, in our sole discretion.

The purpose of the Offer is to acquire outstanding Existing Notes as part of a plan to extend the maturity profile of the Company's existing debt. The Offer is subject to customary conditions, including an issuance of new global notes (the "New Notes") in an aggregate principal amount at least sufficient to fund the Offer, on terms and conditions acceptable to the Company in its sole discretion (the "New Notes Offering Condition"). Neither this press release nor the Offer to Purchase constitutes an offer to sell or the solicitation of an order to buy the New Notes. The New Notes will be offered only to qualified institutional buyers in the United States in reliance on Rule 144A and outside the United States in reliance on Regulation S under the Securities Act, and will not be registered under the Securities Act or the securities laws of any other jurisdiction and in a public offering to be conducted in Argentina. When considering any potential allocation of the New Notes that may be issued by the Company in the context of the offering of the New Notes, the Company intends, but has no obligation, to give certain preference to investors who, prior to such allocation, have validly tendered, or have indicated to the Company or the Dealer Managers their firm intention to tender, Existing Notes in the Offer.

The early tender deadline for the offer will be 5:00 p.m., New York City time, on April 28, 2026, unless extended or earlier terminated (such time and date, as the same may be extended, the "Early Tender Deadline"). Holders of Existing Notes must validly tender and not validly withdraw their Existing Notes at or prior to the Early Tender Deadline in order to be eligible to receive the Early Tender Offer Consideration plus Accrued Interest. Following the Early Tender Deadline and prior to the Expiration Time, the Company may, but is not required to, accept the Existing Notes validly tendered at or prior to the Early Tender Deadline (the "Early Settlement Right"); provided that all conditions set forth in the Offer to Purchase have been satisfied or waived by the Company (the date of such acceptance, the "Early Acceptance Date"). Tendered Existing Notes may be withdrawn at any time at or prior to the Withdrawal Deadline, but not thereafter.

The Offer will expire at 5:00 P.M., New York City time, on May 13, 2026, unless the Offer is extended or earlier terminated. On May 14, 2026, subject to change without notice, the Company expects to announce the final results of the Offer, including the aggregate principal amount of Tenders of the Existing Notes that have been accepted.

The Company may, at its sole discretion, extend, re-open, amend or waive any condition of or terminate the Offer at any time.  In the event the Offer is withdrawn or otherwise not completed, or the conditions thereto are not satisfied or waived by the Company, the Early Tender Offer Consideration or Tender Offer Consideration, as applicable, and Accrued Interest will not be paid or become payable to Holders who have validly tendered their Existing Notes in connection with the Offer and the relevant Existing Notes will be returned to the tendering Holder.

Morrow Sodali International LLC, trading as Sodali & Co, is acting as the information and tender agent (the "Information and Tender Agent") for the Offer. Banco BTG Pactual S.A. – Cayman Branch, BofA Securities, Inc., UBS Investment Bank and Latin Securities S.A. Agente de Valores are acting as dealer managers (the "Dealer Managers") for the Offer. The full details of the Offer, including complete instructions on how to tender Existing Notes, are included in the Offer to Purchase. Holders of Notes are strongly encouraged to carefully read the Offer to Purchase, including materials incorporated by reference therein, because they contain important information. The Offer to Purchase and any related supplements may also be accessed via the tender offer website https://projects.sodali.com/edenor, or may directed to Sodali & Co by telephone at +1 203 658 9457 or +44 20 4513 6933 or in writing at edenor@investor.sodali.com.

Questions about the Offer may be directed to Banco BTG Pactual S.A. – Cayman Branch by telephone at +1 (212) 293-4600 (collect); BofA Securities, Inc. by telephone at +1 (888) 292 0070 (toll free) or +1 (646) 855 8988 (collect); UBS Investment Bank by telephone at +1 (833) 690-0971 (toll free) or +1 (212) 882-5723 (collect) and Latin Securities S.A. Agente de Valores by telephone at +598 2518-3814 (collect).

This announcement is not an offer to purchase or a solicitation of an offer to sell the any notes (including the New Notes). None of the Company, the Dealer Managers or the Information and Tender Agent makes any recommendation in connection with the Offer. None of the Company, the Dealer Managers or the Information and Tender Agent has expressed any opinion as to whether the terms of the Offer are fair.  None of the Company, the Dealer Managers or the Information and Tender Agent makes any recommendation that you tender your Existing Notes or refrain from doing so pursuant to the Offer, and no one has been authorized by the Company, the Dealer Managers or the Information and Tender Agent to make any such recommendation.  You must make your own decision as to whether to tender Existing Notes or refrain from doing so, and, if you do tender, the principal amount of Existing Notes to tender.

This announcement may contain forward-looking statements, which are statements that are not historical facts, including statements about the Company's beliefs and expectations. These statements are based on the Company's current plans, estimates, assumptions and projections. Therefore, you should not rely solely on them. Forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to update any of them in light of new information or future events.

 

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SOURCE Empresa Distribuidora y Comercializadora Norte S.A. (EDENOR)