EDENOR Form 6-K Summary
Business Context and Reporting Period
Company: Empresa Distribuidora y Comercializadora Norte S.A. (EDENOR)
Filing Date: April 17, 2009
Reporting Period: April 2009 (Directors' Meeting held April 13, 2009)
Jurisdiction: Argentina
Context: This filing reports on the Board of Directors' approval to issue a new series of notes to finance the Company's Investment Plan. The issuance is part of a Global Medium-Term Corporate Notes Issuance Program with a total nominal value of up to U.S. $600,000,000.
Key Financial Metrics and Debt Structure
The filing details the terms of a proposed debt issuance rather than reporting operational financial results (revenue, profit, or cash flow) for the period.
- Proposed Debt Issuance: Up to Ps. 150,000,000 (Argentine Pesos).
- Instrument Type: Floating Rate Class 8 Notes due 2013.
- Interest Rate: Floating rate based on the greater of the average Private BADLAR Rate or 8% per annum, plus a Margin to be determined.
- Maturity: Four (4) years from the Issuance Date.
- Amortization: Quarterly payments beginning one year after issuance; 13 total payments (12 at 7.69% and a final payment at 7.72% of principal).
- Security Status: Unsecured, unsubordinated obligations ranking equally with other unsubordinated obligations.
- Underwriters: Banco Comafi S.A. and Macro Securities S.A.
Note: The filing text does not provide clear values for current revenue, net profit, operating cash flow, or existing total debt levels as of the reporting date.
Material Changes and Management Commentary
The primary material change is the Board's unanimous approval to proceed with the issuance of the Ps. 150,000,000 notes. Management commentary indicates that the issuance is advisable given "current market conditions and the financial needs of Edenor." The funds are explicitly designated to finance the Company's Investment Plan. The Board ratified the filing of the updated Program Prospectus and Pricing Supplement with the National Securities Commission (CNV) and stock exchanges (BCBA and MAE).
Guidance, Risks, and Contingencies
Redemption Options:
- Tax Reasons: The Company may redeem the notes in full if specific tax law events occur.
- Interest Rate Variations: If the Reference Rate reaches or exceeds 32% per annum, Edenor has the option to redeem the notes in full without premium or penalty.
- Limitations on selling or pledging assets.
- Limitations on incurring new indebtedness.
- Limitations on transactions with shareholders and affiliates (must be arm's length).
- Certain covenants may be suspended or adjusted based on conditions in the Pricing Supplement.
Default events allow holders of at least 25% of the notes to demand early maturity and payment of the total principal amount. Default interest accrues at the Reference Rate plus Margin plus 2% per annum.
Legal Jurisdiction:Disputes are subject to the General Arbitration Tribunal of the Buenos Aires Stock Exchange (BCBA), though investors retain the right to file complaints in relevant judicial courts.
Investor Verification Checklist
- Verify the final "Margin" added to the Reference Rate, as this was to be determined in the Pricing Supplement and is not specified in this filing.
- Confirm the exact Issuance Date and the final principal amount sold, as these were to be disclosed in a subsequent notice.
- Review the "New Prospectus of the Program" filed with the CNV for the Company's financial statements as of December 31, 2008, which are referenced but not included in this text.
- Monitor the Private BADLAR Rate to assess the floating interest cost exposure.
- Check for any regulatory approvals or rejections from the CNV, BCBA, or MAE regarding the listing and negotiation of the notes.