UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 3)
TRANSPORTADORA DE GAS DEL SUR S.A.
(Name of Subject Company (Issuer))
GRUPO INVERSOR PETROQUÍMICA S.L.
WST S.A.
PCT LLC
(Names of Filing Persons (Offerors))
Class B Shares, one peso (Ps. 1.00) nominal amount each and
American Depositary Shares,
each representing five Class B Shares
(Title of Class of Securities)
Class B Share (ISIN ARP9308R1039)
American Depositary Share (CUSIP 893870204)
(CUSIP Number of Class of Securities)
PCT LLC
c/o EMS Capital LP
499 Park Ave., 11th Floor
New York, NY, 10022
Attention: Grace Lee
Telephone: (212) 891-2721
Grupo Inversor Petroquímica S.L.
Av. Doctor Arce 14
Madrid, Spain, 28002
Attention: Luis Alberto Fallo & Hugo Nestor Galluzzo
Telephone: +34 91 5630601
WST S.A.
Avenida Córdoba 1561, 2nd Floor
Buenos Aires, Argentina
Attention: Pablo Tarantino & Agustin Griffi
Telephone: +54 11 4-316-9031
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
With copies to:
Conrado Tenaglia
Peter Cohen-Millstein
Linklaters LLP
1345 Avenue of the Americas
New York, New York 10105
(212) 903-9000
CALCULATION OF FILING FEE
| Transaction Valuation* | Amount Of Filing Fee** |
| $227,278,618.07 | $26,341.60 |
| * | Estimated solely for purposes of calculating the filing fee. The Transaction Valuation was calculated assuming the purchase of 194,651,345 Class B Shares, one peso (Ps. 1.00) nominal amount each per share (the “Class B Shares”) (including Class B Shares represented by American Depositary Shares (each American Depositary Share representing rights to five (5) Class B Shares) (the “ADSs”)), the maximum number of Class B Shares subject to the offer, at a purchase price of Ps. 18.39 per Class B Share (including Class B Shares represented by ADSs) of Transportadora de Gas del Sur S.A. (“TGS”). The Transaction Valuation was calculated in Argentine Pesos (Ps.) and converted into U.S. dollars using the selling exchange rate of Ps. 15.75 per U.S.$ 1.00 reported by Banco de la Nación Argentina on December 27, 2016. |
| ** | The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for fiscal year 2017, issued August 31, 2016 by multiplying the transaction value by .0001159. |
| ☒ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| | Amount Previously Paid: $26,341.60 | Filing Party: PCT LLC |
| | Form or Registration No.: 005-89736 | Date Filed: December 30, 2016 |
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☒ | third-party tender offer subject to Rule 14d-1. |
| ☐ | issuer tender offer subject to Rule 13e-4. |
| ☐ | going-private transaction subject to Rule 13e-3. |
| ☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☒ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 3 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO, filed by Grupo Inversor Petroquímica S.L. (“GIP”), a limited company organized under the laws of Spain, WST S.A. (“WST”), a corporation organized under the laws of Argentina and PCT LLC (“PCT”), a limited liability company organized under the laws of the State of Delaware, United States of America (collectively, the “Offerors”) with the Securities and Exchange Commission (the “SEC”) on December 30, 2016 (together with any subsequent amendments and supplements thereto, the “Schedule TO”), and relates to the offer (the “Offer”) by the Offerors to purchase up to a total of 194,651,345 outstanding Class B Shares of common stock, one peso (Ps. 1.00) nominal amount each per share (the “Class B Shares”), held by U.S. holders (within the meaning of Rule 14d-1(d) under the Securities Exchange Act of 1934, as amended), including Class B Shares represented by American Depositary Shares (each American Depositary Share representing rights to five (5) Class B Shares) (the “ADSs” and, together with the Class B Shares, the “Securities”), which represent twenty-four and one-half percent (24.5%) of the capital stock of Transportadora de Gas del Sur S.A., a corporation organized under the laws of Argentina (“TGS”), other than those held by the Offerors or their affiliates, in cash at a price of Ps. 18.39 per Class B Share (payable in U.S. dollars) and Ps. 91.95 per ADS (payable in U.S. dollars), in each case based on the Ps./U.S. dollar selling exchange rate reported by Banco de la Nación Argentina at the close of business on the Argentine Business Day (as defined in the U.S. Offer to Purchase) prior to the Expiration Date, as may be extended (as defined in the U.S. Offer to Purchase) (for reference, equivalent to approximately U.S.$ 1.17 per Class B Share and U.S.$ 5.84 per ADS based on the selling exchange rate of Ps. 15.75 per U.S. $1.00 reported by Banco de la Nación Argentina on December 27, 2016 (with one (1) ADS representing five (5) Class B Shares) (the “Offer Price”), in each case without interest thereon, net of (i) any applicable brokerage fees or commissions and (ii) applicable withholding taxes, including Argentine capital gains tax, upon the terms and subject to the conditions set forth in the U.S. Offer to Purchase, dated December 30, 2016 (the “U.S. Offer to Purchase”), which is attached as Exhibit (a)(1)(i) to the Schedule TO. The information set forth in the U.S. Offer to Purchase, including all schedules thereto, is hereby expressly incorporated herein by reference in response to Items 1 through 11 of this Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein.
Capitalized terms used, but not otherwise defined, in this Amendment shall have the meanings ascribed to them in the U.S. Offer to Purchase. Except to the extent specifically provided in this Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment.
Items 1 through 11.
The U.S. Offer to Purchase and Items 1 through 11 of the Schedule TO, to the extent such items incorporate by reference the information contained in the U.S. Offer to Purchase, are hereby amended and supplemented as follows:
| 1. | “On February 21, 2017, the Offerors extended the U.S. Offer until 11:00 a.m., New York City time (the “Expiration Time”) on March 15, 2017, unless further extended (the “Expiration Date”). The Offer was previously scheduled to expire at 11:00 a.m., New York City time on March 14, 2017. |
On February 21, 2017, the Offerors issued a press release announcing the extension of the U.S. Offer. The full text of the press release is attached as Exhibit (a)(5)(viii) to the Schedule TO and is incorporated herein by reference.”
All references in the Offer to Purchase (Exhibit (a)(1)(i)), U.S. Form of Acceptance for Class B Shares (Exhibit (a)(1)(ii)), Form of Letter of Transmittal with respect to ADSs (Exhibit (a)(1)(iii)), Form of Letter to Broker for Class B Shares and ADSs (Exhibit (a)(1)(iv)), and Form of Letter to Clients for use by Broker for Class B Shares and ADSs (Exhibit (a)(1)(v)) to the Expiration Time and the Expiration Date being “11:00 a.m. New York City time on March 14, 2017” are hereby amended and replaced with “11:00 a.m. New York City time on March 15, 2017.”
Item 12 of the Schedule TO is amended and supplemented by adding the following exhibit:
| Exhibit No. | | Description |
| (a)(5)(viii) | | Press Release of Grupo Inversor Petroquímica S.L., WST S.A. and PCT LLC dated February 21, 2017 |
| | | |
| Item 13. | Information Required by Schedule 13E-3. |
Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| | Grupo Inversor Petroquímica S.L |
| | | |
| | By: | /s/ Luis Alberto Fallo & Hugo Nestor Galluzzo |
| | Name: | Luis Alberto Fallo & Hugo Nestor Galluzzo |
| | Title: | Attorneys in Fact |
| | | |
| | WST S.A. |
| | | |
| | By: | /s/ Gregorio Werthein |
| | Name: | Gregorio Werthein |
| | Title: | Attorney in Fact |
| | | |
| | PCT LLC |
| | | |
| | By: | /s/ Edmond M. Safra |
| | Name: | Edmond M. Safra |
| | Title: | President |
