On September 10, 2024, Pampa Energía S.A. (“Pampa”), a leading company in the energy and oil and gas sector, issued, in the local and international markets, its 7.950% senior secured notes due 2031, for an aggregate principal amount of US$410,000,000 (the “Notes”), pursuant to its US$1.4 billion note program for the issuance of non-convertible and/or convertible notes, approved by the Argentine Securities Commission (Comisión Nacional de Valores).

The transaction was carried out in accordance with Rule 144A and Regulation S of the U.S. Securities Act of 1933.

The Notes have been admitted for listing on the Bolsas y Mercados Argentinos S.A., and admitted for trading on the Mercado Abierto Electrónico S.A.

Simultaneously, Pampa announced a cash tender offer (the “Tender Offer”) for any and all of its outstanding 7.500% senior notes due 2027 (the “2027 Notes”). Of the US$750,000,000 outstanding principal amount of the 2027 Notes prior to the Tender Offer, US$397,296,000 in aggregate principal amount of the 2027 Notes, or approximately 52.97% of the 2027 Notes outstanding, were validly tendered and not validly withdrawn pursuant to the Tender Offer.

The Company will use the proceeds of the Notes to (i) purchase the 2027 Notes tendered pursuant to the Tender Offer (and to the payment of the expenses related thereunder); and (ii) for other general corporate purposes, including any further repurchases or any redemption or repayment of the 2027 Notes or any other indebtedness.

Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Santander US Capital Markets LLC acted as initial purchasers in the Notes offering and dealer managers in the Tender Offer (“Dealer Managers”) and Banco Santander Argentina S.A. and Banco de Galicia y Buenos Aires S.A.U. acted as local placement agents in the Notes offering and as local information agents in the Tender Offer (the “Local Placement Agents”). The Bank of New York Mellon acted as Trustee, Paying Agent, Registrar and Transfer Agent under the Indenture entered into with Pampa and Banco Santander Argentina S.A., the latter acting as Argentine Registrar and Transfer Agent, Argentine Paying Agent and Representative of the Trustee in Argentina

Counsel to Pampa Energía S.A.

Salaverri, Burgio & Wetzler Malbrán acted as local legal counsel through its team led by partner Roberto Lizondo and associates Natalia Ostropolsky, Rodrigo Durán Libaak, Valentina Buschiazzo Ripa and Ana Heinrich.

Cleary Gottlieb Steen & Hamilton LLP acted as New York legal counsel through its team led by partner Juan G. Giráldez, associates Laura Daugherty and Rodrigo López Lapeña and international lawyer Juan Ignacio Leguizamo.  

In-House Counsel to Pampa Energía S.A.

Pampa was internally advised by Adolfo Zuberbuhler, Julieta Castagna and Debora Tortosa Chavez as in-house financial advisors and María Agustina Montes, Maite Zornoza, Juan Manuel Recio y Camila Mindlin as in-house counsels.

Counsel to the Dealer Managers and the Local Placement Agents

Bruchou & Funes de Rioja acted as local legal counsel through its team led by partner José María Bazan and associates Leandro E. Belusci, Pedro María Azumendi, Melina Signorello and Agustín Caputo.

Davis Polk & Wardwell LLP acted as New York legal counsel through its team led by Maurice Blanco, counsels Drew Glover and Alon Gurfinkel, and associates Lucas Fenyves and Alex Gao.

Counsel to the Trustee, Registrar, Principal Paying Agent and Transfer Agent

Emmet, Marvin & Martin, LLP acted as legal counsel through its team led by partner Matthew W. Peetz.