Business Context and Reporting Period
Company: Transportadora de Gas del Sur S.A. (TGS)
Filing Date: April 24, 2007
Reporting Period: Immediate release regarding early tender results as of April 23, 2007.
Business Overview: TGS is Argentina's leading natural gas transporter with a contracted capacity of approximately 71.6 MMm³/d (2.5 Bcf/d). It is also a leading natural gas processor and one of the largest marketers of natural gas liquids. The company is listed on the NYSE (TGS) and MERVAL (TGSU2). Controlling shareholder CIESA holds approximately 55.3% of common stock.
Key Financial Metrics and Debt Status
This filing does not contain standard operating financial metrics such as revenue, profit, cash flow, or margins. The document focuses exclusively on debt restructuring activities.
| Note Series | Original Principal (US$) | Principal Outstanding (US$) |
|---|---|---|
| Series A Notes | 276,572,552 | 121,582,287 |
| Series B-A Notes | 233,561,411 | 233,561,411 |
| Series B-B Notes | 21,736,269 | 21,736,269 |
| Series A-P Notes | 42,860,929 | 7,631,472 |
| Series B-A-P Notes | 36,216,263 | 36,216,263 |
| Series B-B-P Notes | 3,347,671 | 3,347,671 |
Note: Outstanding amounts reflect prior amortization and redemptions.
Material Changes and Tender Results
The primary material event is the early tender results for the Company's offer to purchase outstanding notes ("Eligible Notes") and a related proxy solicitation for amendments.
- Tender Volume: As of 5:00 p.m. New York City time on April 23, 2007, valid early tenders totaling US$297,198,834 were received.
- Percentage Outstanding: Tenders represent approximately 70.1% of the Eligible Notes outstanding.
- Proxy Status: The proxies received constitute a quorum for the noteholders' meeting and are sufficient to approve the proposed amendments to the terms of the Eligible Notes.
- Withdrawal Restrictions: Tendered notes and delivered proxies may no longer be withdrawn or revoked unless the Offer is terminated or required by law.
Guidance, Outlook, and Risks
Future Actions:
- Noteholders' Meeting: Scheduled for April 30, 2007, at 10:00 a.m. New York City time.
- Redemption Plan: The Company intends to redeem Eligible Notes not tendered on June 15, 2007, concurrently with the repayment of outstanding loans to the Inter-American Development Bank.
- Offer Expiration: The Offer expires at 11:59 p.m. New York City time on May 7, 2007, unless extended or terminated.
Risks and Contingencies:
- Financing Condition: The Offer is subject to certain conditions, including a financing condition.
- Forward-Looking Statements: Management disclaims any obligation to update forward-looking statements, which are subject to risks and uncertainties.
- Jurisdictional Restrictions: The Offer is not available to persons in the Republic of Italy or the United Kingdom (unless specific criteria are met). Tenders from restricted jurisdictions are void.
Investor Verification Checklist
- Verify the final tender results after the May 7, 2007 expiration date to confirm if the 70.1% threshold holds.
- Confirm the outcome of the noteholders' meeting on April 30, 2007, regarding the approval of note amendments.
- Monitor the Company's ability to secure financing required to redeem non-tendered notes and repay Inter-American Development Bank loans by June 15, 2007.
- Review the full "Offer to Purchase" document for detailed terms, conditions, and risk factors not summarized here.