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

MEXICO CITY, April 23, 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”), is offering 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 is soliciting 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 table below summarizes certain payment terms of the Tender Offer and the Consent Solicitation:

(1)  Per U.S.$1,000 original principal amount of Notes validly tendered and accepted. The Total Consideration, Early Tender Payment or Tender Offer Consideration, as applicable, will be multiplied by the current scaling factor of 64.3732752% (the “Scaling Factor”). The Scaling Factor results from the fact that the Notes have been partially amortized.

(2)  Excludes accrued interest, which will be paid in addition to the Tender Offer Consideration or the Total Consideration, as applicable.

(3)  The amounts payable to Holders for Notes validly tendered and accepted resulting from the difference between: (i) the outstanding principal amount of each Note tendered by such Holder, and (ii) the Total Consideration including the Early Tender Payment (in case such Holder tendered Notes prior to or at the Early Tender Date) or the Tender Offer Consideration (in case such Holder has tendered Notes after the Early Tender Date and prior to or at the Expiration Date) and multiplied by the Scaling Factor, shall be considered a benefit under the Indenture being paid to such Holder for the tender of such Notes.

The Tender Offer will expire at 5:00 p.m., New York City time, on May 21, 2026, unless extended or earlier terminated (such date and time, including as extended or earlier terminated, the “Expiration Date”). The Early Tender Deadline for the Tender Offer will be 5:00 p.m., New York City time, on May 6, 2026 (such date and time, including as extended or earlier terminated, the “Early Tender Date”). Holders of the Notes must validly tender their Notes and provide their Consents at or before the Early Tender Date in order to be eligible to receive the Total Consideration, which includes the Early Tender Payment and the Tender Offer Consideration. Holders who tender their Notes after the Early Tender Date will not be eligible to receive the Early Tender Payment and will only be eligible to receive the Tender Offer Consideration. Notes tendered may be withdrawn prior to 5:00 p.m., New York City time, on May 6, 2026 (such date and time, the “Withdrawal Deadline”), but not thereafter, except as required by applicable law.

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. If the requisite number of Consents are received, the Proposed Amendments will be effective as to all the Notes, including those that are not purchased in the Tender Offer. Adoption of the Proposed Amendments will have adverse consequences for Holders who elect not to tender Notes in the Tender Offer.

In connection with the Tender Offer and Consent Solicitation, Esentia Energy Development, S.A.B. de C.V., the parent company of the Issuer (the “Parent”), intends to commence an offering (the “New Offering”) of senior notes (the “New Notes”). The Tender Offer and 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 (as defined in the Statement) (the “Financing Condition”) and the receipt by the Issuer of valid tenders (that are not withdrawn) of at least 75% of the aggregate principal amount of the Notes outstanding (the “Participation Condition”). No assurance can be given that the New Offering will be priced and settled 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.

Tendering Holders who wish to tender their Notes and also subscribe for the New Notes pursuant to the New Offering should quote an allocation identifier code (“Allocation Identifier Code”) which can be obtained by contacting BofA Securities, Inc. or Citigroup Global Markets Inc. (the “Dealer Managers and Solicitation Agents”), in their ATOP (as defined in the Statement). An Allocation Identifier Code is not required for a Holder to tender its Notes, but if a tendering Holder wishes to subscribe for the New Notes, such holder should obtain and quote an Allocation Identifier Code in its ATOP.

The receipt of an Allocation Identifier Code in conjunction with any tender of Notes in the Tender Offer is not an allocation of the New Notes. In order to apply for the purchase of the relevant New Notes from the Parent, such tendering Holders must make a separate application in respect of the New Notes for the purchase of such New Notes. The Parent will review tender instructions received on or prior to the Early Tender Date and may give priority in the allocation of New Notes to those investors tendering with Allocation Identifier Codes. However, allocations of New Notes in the separate New Offering will be determined by the Parent and the joint book-running managers in the separate New Offering in their sole discretion and no assurances can be given that any Holder that tenders Notes will be given an allocation of New Notes in the separate New Offering at the levels it may subscribe for, or at all.

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 notice 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 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.