LUXEMBOURG, May 31, 2017 /PRNewswire/ — Consolidated Energy Finance S.A. (the “Company”) announced today that it has increased the maximum tender amount (the “Maximum Tender Amount”) of its outstanding 6.75% Senior Notes due 2019 (the “Fixed Rate Notes”) pursuant to its previously announced offer to purchase for cash (the “Tender Offer”) upon terms and subject to the conditions set forth in the offer to purchase, dated May 26, 2017, as supplemented by this release (the “Offer to Purchase”), from $500,000,000 to $551,200,000. All other terms and conditions of the Tender Offer with respect to the Fixed Rate Notes and the Senior Floating Rate Notes due 2019 (the “Floating Rate Notes” and, together with the Fixed Rate Notes, the “Notes”) will remain the same.

Information related to the Notes and the Tender Offer is set forth in the table below.

The Tender Offer will expire at 11:59 p.m., New York City time, on June 23, 2017, unless extended or earlier terminated by the Company (such time and date, as the same may be extended or earlier terminated, the “Expiration Time”). In order to be eligible to receive the Total Consideration (as described below) for tendered Notes, holders must validly tender and not validly withdraw their Notes prior to 5:00 p.m., New York City time, on June 9, 2017, unless extended or earlier terminated by the Company (such time and date, as the same may be extended or earlier terminated, the “Early Tender Deadline”).

The Tender Offer is subject to the satisfaction or waiver of certain conditions as described in the offer to purchase (the “Offer to Purchase”) in relation to the Tender Offer that is being sent to holders of the Notes, including (1) the successful closing of the offering of new senior notes on terms reasonably acceptable to the Company, and (2) certain general conditions, in each case as described in more detail in the Offer to Purchase. If any of the conditions are not satisfied, the Company may terminate the Tender Offer and return tendered Notes, may waive unsatisfied conditions and accept for payment and purchase all validly tendered Notes, may extend the Tender Offer or may otherwise amend the Tender Offer.

The “Total Consideration” for each $1,000 principal amount of (i) Floating Rate Notes validly tendered and not validly withdrawn and accepted for purchase pursuant to the Tender Offer will be an amount equal to $1,000.00 and (ii) Fixed Rate Notes validly tendered and not validly withdrawn and accepted for purchase pursuant to the Tender Offer will be an amount equal to $1,034.50, each payable in cash to holders that validly tender their Notes prior to the Early Tender Deadline, plus accrued and unpaid interest.

The Total Consideration set forth above includes an “Early Tender Payment” of $30.00 per $1,000 principal amount of Floating Rate Notes and Fixed Rate Notes, as applicable, payable only to holders that validly tender and do not validly withdraw their Notes prior to the Early Tender Deadline. Holders of Notes validly tendered after the Early Tender Deadline will not receive an Early Tender Payment.

Notes validly tendered prior to the Early Tender Deadline may be validly withdrawn at any time prior to the Early Tender Deadline. Notes validly tendered prior to the Early Tender Deadline may not be validly withdrawn after the Early Tender Deadline.

Fixed Rate Notes may be subject to proration if the aggregate principal amount of Fixed Rate Notes validly tendered and not validly withdrawn would cause the Maximum Tender Amount (with respect to the Fixed Rate Notes) to be exceeded. In the event any tendered Fixed Rate Notes are not accepted for purchase due to proration, they will be promptly returned or credited to the Holder’s account. Proration will not apply to the Tender Offer of the Floating Rate Notes as the Tender Offer is being made with respect to all outstanding Floating Rate Notes.

All Notes purchased pursuant to the Tender Offer will be cancelled.

The complete terms and conditions of the Tender Offer are set forth in the Offer to Purchase. Holders are urged to read the Offer to Purchase carefully.

The Company has engaged Morgan Stanley & Co. LLC to act as dealer manager (the “Dealer Manager”) for the Tender Offer. Persons with questions regarding the Tender Offer should contact Morgan Stanley & Co. LLC toll-free at (800) 624-1808 or collect at (212) 761-1057. Requests for documents should be directed to D.F. King & Co., Inc., acting as tender and information agent (the “Tender and Information Agent”) for the Tender Offer, at (212) 269-5550 (for banks and brokers) or (888) 605-1958 (for noteholders) or by email at cef@dfKing.com.

This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to purchase with respect to any of the Notes. The Tender Offer is being made pursuant to the Tender Offer documents, including the Offer to Purchase that the Company is distributing to holders of the Notes. The Tender Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws of such jurisdiction. None of the Company, the Dealer Manager, the Tender and Information Agent or their respective affiliates is making any recommendation as to whether or not holders should tender all or any portion of their Notes in the Tender Offer.

Forward-Looking Statements

Statements made in this news release which describe the Company’s intentions, expectations, beliefs or predictions may be forward-looking statements within the meaning of securities laws. Forward-looking statements include statements preceded by, followed by, or including the words “believes,” “expects,” “anticipates,” “plans,” “estimates,” “projects,” “forecasts,” or similar expressions. Examples of forward looking statements in this news release are statements about the expected size and timing of the Tender Offer. The Company cautions that, by their nature, forward-looking statements involve risk and uncertainty and the Company’s actual results could differ materially from those expressed or implied in such statements. The Company does not intend, and the Company disclaims any obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise. Factors that could cause actual results or outcomes to differ from the results expressed or implied by forward-looking statements include, among other things the risks described under the caption “Risk Factors” in the Company Report dated May 23, 2017.

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SOURCE Consolidated Energy Finance S.A.