Esentia Gas Enterprises, S. de R.L. de C.V., Announces Early Tender Results of its Tender Offer and Consent Solicitation for its 6.375% Senior Secured Notes due 2038

Mexico City, May 06, 2026 (GLOBE NEWSWIRE) -- Esentia Gas Enterprises, S. de R.L. de C.V., a sociedad de responsabilidad limitada de capital variable organized and existing under the laws of Mexico (the “Issuer”), today announced early tender results in connection with its previously announced offer to purchase for cash from each registered holder (each, a “Holder” and, collectively, the “Holders”), upon the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated April 23, 2026 (as amended or supplemented from time to time, the “Statement”; capitalized terms used in this announcement, but not defined herein, shall have the meanings given to such terms in the Statement), any and all of the outstanding 6.375% Senior Secured Notes due 2038 (the “Notes”) issued on May 12, 2014 by the Issuer (the “Tender Offer”). In conjunction with the Tender Offer, the Issuer solicited consents (the “Consents”) (the “Consent Solicitation”) to certain proposed amendments further described in the Statement (the “Proposed Amendments”) to each of the Indenture and the Notes, including for the release of all collateral securing the Notes and the termination of all related collateral documents.

The Issuer hereby announces that, as of May 6, 2026, at 5:00 p.m. New York City time (the “Early Tender Date”), it received valid tenders of Notes and Consents from Holders in the following amounts:

The Withdrawal Deadline has passed and Holders may no longer withdraw Notes that have been validly tendered in the Tender Offer or revoke their Consents delivered pursuant to the Consent Solicitation. In accordance with the Statement, Holders of Notes that have been validly tendered (and not validly withdrawn) at or prior to the Early Tender Date and accepted for purchase pursuant to the Tender Offer and the Consent Solicitation will receive the Total Consideration. In addition, such Holders of Notes will also receive accrued and unpaid interest on those Notes from the last interest payment date with respect to those Notes to, but not including, the Early Settlement Date, together with additional amounts thereon, if any. As described in the Statement, assuming all conditions to the Tender Offer have been satisfied, the Issuer currently expects that the Early Settlement Date will be May 14, 2026, concurrently with the settlement of the New Offering (as defined below).

The Tender Offer is scheduled to expire at 5:00 p.m., New York City time, on May 21, 2026, unless extended or earlier terminated by the Company in its sole discretion (the “Expiration Date”). Eligible Holders who validly tender Notes after the Early Tender Date but at or prior to the Expiration Date, and whose Notes are accepted for purchase, will not be eligible to receive the Early Tender Payment and will only be eligible to receive the Tender Offer Consideration, as described in the Statement.

Any Holder who tenders Notes in the Tender Offer will be deemed to automatically have provided Consents, and Notes may not be tendered without delivering Consents. Based on the Consents received as of the Early Tender Date, the Company has obtained the Consents to effect all of the Proposed Amendments as set forth in the Statement. Consequently, as previously announced, the Issuer expects to execute the supplemental indenture (the “Supplemental Indenture”) effecting the Proposed Amendments with respect to the Notes that will be effective upon execution but will only become operative at such time as 75% in principal amount of the outstanding Notes are accepted for purchase by the Company pursuant to the Tender Offer on the Early Settlement Date. The Tender Offer and Consent Solicitation is being made in connection with a proposed offering (the “New Offering”) of senior notes (the “New Notes”) by Esentia Energy Development, S.A.B. de C.V., the parent company of the Issuer (the “Parent”). The Tender Offer and the Consent Solicitation are conditioned upon, among other things, the settlement of the New Offering on terms satisfactory to the Parent on the Early Settlement Date (the “Financing Condition”). No assurance can be given that the New Offering will settle on the terms currently envisioned or at all. The New Offering is not conditioned upon the completion of the Tender Offer or the Consent Solicitation.

The Information and Tender Agent for the Tender Offer and the Consent Solicitation is D.F. King & Co., Inc. BofA Securities, Inc. and Citigroup Global Markets Inc. are acting as Dealer Managers for the Tender Offer and the Consent Solicitation.

Any questions or requests for assistance or for additional copies of this press release may be directed to the Dealer Managers and Solicitation Agents at their telephone numbers set forth below or such Holder’s broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offer and Consent Solicitation.

The Dealer Managers for the Tender Offer and the Solicitation Agents for the Consent Solicitation are:

This notice does not constitute or form part of any offer or invitation to purchase, or any solicitation of any offer to sell, the Notes or any other securities in the United States or any other country, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor. The Tender Offer and the Consent Solicitation are made only by and pursuant to the terms of the Statement and the information in this notice is qualified by reference to the Statement. None of the Issuer, the Dealer Managers and Solicitation Agents, the Information and Tender Agent or any other Agent, the Trustee or any of their respective affiliates makes any recommendations as to whether Holders should tender all or any portion of their Notes and to deliver the related Consents or withhold such Consents with respect to all or any portion of their Notes pursuant to the Tender Offer or the Consent Solicitation. Holders must decide whether to tender Notes and deliver the Consents relating to such Notes, and if tendering, the amount of Notes to tender.

This notice to the market is for informational purposes only and does not represent an offer to sell securities or a solicitation to buy securities or an offer to sell or a solicitation to buy the New Notes in the United States or in any other jurisdiction where such offer or solicitation is unlawful. The New Notes have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction. Securities may not be offered or sold in the United States absent registration or an exemption from registration required under the Securities Act. Any offering of securities to be made in the United States will be made by means of a prospectus or offering memorandum that may be obtained from the issuer of such securities.

This notice to the market is released for disclosure purposes only, in accordance with applicable legislation. It does not constitute marketing material, and should not be interpreted as advertising an offer to sell or soliciting any offer to buy securities issued by the Issuer. This notice to the market is not for distribution in or into or to any person located or resident in any jurisdiction where it is unlawful to release, publish or distribute this announcement.

The Tender Offer is being made solely pursuant to the Statement. The Statement has not been filed with or reviewed by any federal or state securities commission or regulatory authority nor has such authority asked upon the accuracy or adequacy of the Statement or any other documents related to the Statement, and it is unlawful and may be a criminal offense to make any representation to the contrary.

Forward-Looking Statements

This notice includes and references “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to, among other things, the Parent’s business strategy, goals and expectations concerning its market position and future financings.

Although the Issuer believes the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect.

The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results and trends to differ materially from those made, projected, or implied in or by the forward-looking statements depending on a variety of uncertainties or other factors.

SOURCE Esentia Gas Enterprises, S. de R.L. de C.V.

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