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Name | Symbol | Market | Type |
---|---|---|---|
Pampa Energia SA | NYSE:PAM | NYSE | Depository Receipt |
Price Change | % Change | Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.30 | 0.60% | 49.90 | 51.324 | 48.23 | 50.39 | 555,400 | 00:42:09 |
As filed with the U.S. Securities and Exchange Commission on October 7, 2016
Registration Statement No. 333-213038
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 4 to
FORM F-4
Registration Statement Under
the Securities Act of 1933
PAMPA ENERGÍA S.A.
(Exact Name of Registrant as Specified in its Charter)
Pampa Energy Inc.
(Translation of Registrant’s Name into English)
Argentina |
4911 |
Not Applicable |
(State or Other Jurisdiction |
(Primary Standard Industrial |
(I.R.S. Employer |
of Incorporation or Organization) |
Classification Code Number) |
Identification No.) |
Maipú 1
C1084ABA, City of Buenos Aires
Argentina
Telephone: +54-11-4344-6000 / Fax: +54-11-4344-6473
(Address and telephone number of Registrant’s principal executive offices)
CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 10011
Telephone: (212) 590-9070
(Name, address and telephone number of agent for service)
Copies to:
Juan G. Giráldez, Esq.
Adam J. Brenneman, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
(212) 225-2000
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross Border Issuer Tender Offer) ¨
Exchange Act Rule 14d-1(d) (Cross Border Third-Party Tender Offer) x
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered |
Amount of Securities to be Registered (1) |
Proposed Maximum Offering Price Per Share |
Proposed Maximum Aggregate Offering Price (2) |
Amount of Registration Fee (3) |
Common Shares, par value Ps.1.00 per share, of Pampa Energía S.A. (4) |
320,000,000 |
Not Applicable |
U.S.$144,529,139.33 |
U.S.$14,554.08 |
(1) Represents the maximum number of Common Shares, par value Ps.1.00 per share, of Pampa Energía S.A. (“ Pampa Shares ”), issuable upon consummation of the U.S. Exchange Offer (as defined herein) for outstanding Class B Shares, par value Ps.1.00 per share, of Petrobras Argentina S.A. (“ PESA Shares ”), held by U.S. Persons (as defined herein) and outstanding American depositary shares, each representing 10 PESA Shares (“ PESA ADSs ”). Offers of Pampa Shares made to non-U.S. persons tendering in the Argentine Offer (as defined herein) are not covered by this registration statement.
(2) Estimated solely for the purpose of calculating the registration fee computed pursuant to Rule 457(f)(1) and Rule 457(f)(3), the proposed maximum offering price is equal to the product of (i) U.S.$6.24, the average of the high and low sale prices per PESA ADS (representing 10 PESA Shares) as reported on the New York Stock Exchange on August 8, 2016, divided by 10, and (ii) 231,802,950, the number of PESA Shares (including PESA Shares represented by PESA ADSs) eligible to be tendered in the U.S. Offers (as defined herein) (as of May 27, 2016).
(3) Computed in accordance with Rule 457(f) as the proposed maximum offering price of U.S.$144,529,139.33 multiplied by 0.0001007.
(4) American depositary shares representing the Pampa Shares registered hereby are registered pursuant to a separate Registration Statement on Form F‑6 (File No. 333‑161066).
This Amendement No. 4 to the Registration Statement on Form F‑4/A (the “ Registration Statement ”) is being filed by Pampa Energía S.A. solely to amend Exhibit 5.1 to the Registration Statement, a copy of which is attached hereto.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 21. Exhibits and Financial Statement Schedules
EXHIBIT INDEX
Exhibit
|
Exhibit Description |
5.1 |
Opinion of Salaverri, Dellatorre, Burgio y Wetzler Malbrán, Pampa’s Argentine counsel, as to the validity of the Pampa Shares being registered. |
SIGNATURES OF PAMPA ENERGÍA S.A.
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F‑4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Buenos Aires, Argentina, on October 7, 2016.
PAMPA ENERGÍA S.A. |
By: /s/ Gustavo Mariani |
Name: Gustavo Mariani |
Title: Attorney-in-Fact |
By: /s/ Marcos Marcelo Mindlin |
Name: Marcos Marcelo Mindlin |
Title: Attorney-in-Fact |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated in respect of Pampa Energía S.A.
*By: |
/s/ Diego Martín Salaverri |
|
Name: |
Diego Martín Salaverri |
|
Title: |
Attorney-in-Fact |
|
|
October 7, 2016 |
|
Signature of Authorized Representative of Pampa Energía S.A.
Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Pampa Energía S.A., has signed this registration statement or amendment thereto, as the case may be, in Newark, Delaware, on October 7, 2016.
Signature |
|
Title |
/s/ Donald J. Puglisi |
|
Authorized Representative in the United States |
Donald J. Puglisi |
|
|
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