Pampa Energy Inc 6-K, filed Dec 28, 2020
Pampa Energy Inc. (PAM)
About this 6-K
Pampa Energy Inc filed this 6-K on December 28, 2020.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN
ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
SECURITIES EXCHANGE ACT OF 1934
For the month of December, 2020
(Commission File No. 001-34429),
PAMPA ENERGIA S.A.
(PAMPA ENERGY INC.)
Argentina
(Jurisdiction of incorporation or organization)
Maipú 1
C1084ABA
City of Buenos Aires
Argentina
(Address of principal executive offices)
(Indicate by check
mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F ___X___ Form 40-F ______
(Indicate
by check mark whether the registrant by furnishing the
information contained in this form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.)
Yes ______ No ___X___
(If "Yes"
is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82- .)
This Form 6-K for Pampa Energía S.A. (“Pampa” or the “Company”) contains:
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: December 28, 2020
| Pampa Energía S.A. | ||
| By: |
/s/ Gustavo Mariani |
|
|
Name: Gustavo Mariani Title: Chief Executive Officer |
||
FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will a ctually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.
City of Buenos Aires, December 28, 2020
To:
Comisión Nacional de Valores
Bolsas y Mercados Argentinos S.A.
Ref.: Sale of Edenor’s Class A Shares.
I am writing to you in my capacity as Head of Market Relations of Pampa Energía S.A. (the “Company” or “Pampa”) in order to comply with regulations as per section 2, Chapter I Title XII (T.O. 2013) of the Comisión Nacional de Valores.
To this regard, we inform that on the date hereon Pampa executed with Empresa de Energía del Cono Sur S.A. (the “Purchaser”) and Integra Capital S.A., Daniel Eduardo Vila, Mauricio Filiberti and José Luis Manzano, an agreement to sell its Class A common shares representing 51% of the capital stock of Empresa Distribuidora y Comercializadora Norte S.A. (“Edenor”) (the “Transaction”). The closing of the Transaction is subject to compliance of certain customary precedent conditions, including Pampa’s Shareholders’ Meeting and the National Electricity Regulatory Entity (Ente Nacional Regulador de la Electricidad) prior approvals.
The sale price comprises of (i) 21,876,856 Edenor Class B common shares, representing 2.41% of Edenor’s capital stock and voting rights (the “Price In-Kind”); (ii) US$95 million (the “Cash Price”); and (iii) a contingent payment, in case of change of control of the Purchaser or Edenor during the first year after the closing of the Transaction (the “Closing”) or while the Price Balance (as defined below) is owed for a 50% of the profits generated (the “Contingent Payment”, and jointly whit the Price In-Kind and the Price in Cash, the “Sale Price”).
The Cash Price shall be paid in three installments as follows: (i) the first for an amount of US$5 million, that shall be paid within 7 business days from the date hereof; (ii) the second for an amount of US$50 million at the Closing date, subject to compliance of precedent conditions; and (iii) the third for an amount of US$40 million after a one-year period of the Closing date, except in the cases of compensations or prepayment (the “Price Balance”). The Price Balance will accrue interest at an annual fixed interest rate equal to 10% beginning at the Closing date, which shall be paid quarterly.
In addition, we inform that the Company reflected in its corresponding merger special financial statements as of September 30th, 2020 approved by the Pampa´s Board of Directors at its meeting held in the date hereon, the accounting impact of the impairment of the assets related to the ownership of Pampa in Edenor, since the requirements set forth in the International Financial Reporting Standards were fulfilled. To the effects of Section 23, part (a), paragraph 9 of Bolsas y Mercados Argentinos S.A.’s Listing Rules we inform that, due to the fact that the transaction’s closing has not occurred, the Company will disclose the economic result of the transaction on its financial statements following the Closing.
This Transaction is in line with the Company’s strategy to focus its investments and human resources on the expansion of power generation installed capacity and on the exploration and production of natural gas, placing a special focus on the development and exploitation of our unconventional gas reserves (shale and tight gas). As it was recently informed, within the framework of the Plan Gas.Ar, Pampa was awarded a base volume of 4.9 million cubic meters/day and an additional volume during the winter season of 1 million cubic meters/day for the next four years. To achieve such production, Pampa will invest US$250 million during the four years of Plan Gas.Ar, of which is estimated that more than US$100 million will be disbursed during 2021.
Sincerely.
Victoria Hitce
Head of Market Relations