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Introduction.

This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Schedule 13D previously filed with the Securities and Exchange Commission (the “SEC”) on December 21, 2010 (the “Original Schedule 13D”), as amended by Amendment No. 1 to the Original Schedule 13D filed with the SEC on January 4, 2012  (“Amendment No. 1,” and together with the Original Schedule 13D, the “Schedule 13D”). 

Unless otherwise stated herein, the Schedule 13D remains in full force and effect. Capitalized terms used in this Amendment No. 2 and not otherwise defined shall have the same meanings ascribed to them in Schedule 13D.

Item 2.   Identity and Background.

 

 

Item 2 of Schedule 13D is hereby amended and restated as follows:

 

This Statement is filed pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by the persons listed in (1) to (7) below (the “Reporting Persons”).

 

(1)           Pampa Holdings LLC (“Pampa Holdings”) is a limited liability company incorporated under the laws of Delaware.  The address of its principal office is 2711 Centerville Road, Suite 400 in the City of Wilmington, DE 19808.  Pampa Holdings is a holding company whose primary investment is the Shares of the Issuer disclosed herein.  The Managing Member of Pampa Holdings is Pampa F&F LLC.

 

(2)           Pampa F&F LLC (“Pampa F&F”) is a limited liability company incorporated under the laws of Delaware.  The address of its principal office is 2711 Centerville Road, Suite 400 in the City of Wilmington, DE  19808.  Pampa F&F is a holding company whose sole investment is its interest in Pampa Holdings, through which it indirectly owns the Shares of the Issuer disclosed herein.  The Managing Member of Pampa F&F is Grupo Mtres S.A.

 

(3)           Grupo MTres S.A. (“Grupo M”) (formerly known as Dolphin Fund Management S.A.) is a sociedad anónima organized under the laws of the Republic of Uruguay.  The address of its principal office is Zabala 1422, Piso 2, Montevideo, Uruguay.  Grupo M is a holding company whose primary investments are the Shares of the Issuer disclosed herein and its interest in Pampa F&F LLC, through which it also indirectly owns the Shares of the Issuer disclosed herein. Grupo M is a wholly owned subsidiary of Tres Emes Ltd.

 

(4)           Tres Emes Ltd. (“Tres M”) (formerly known as Consultores Fund Management Ltd.) is an ordinary company organized under the laws of the Cayman Islands.  The address of its principal office is Regatta Office Park, West Bay Road, Grand Cayman KY1-1205, Cayman Islands.  Tres M is a holding company whose primary investment is its interest in Grupo M, through which it indirectly owns the Shares of the Issuer disclosed herein. Tres M is wholly owned by Emes Inversora S.A.

 

(5)           Emes Inversora S.A. (“Emes”) (formerly known as Dolphin Inversora S.A.) is a sociedad anónima organized under the laws of the Republic of Argentina.  The address of its principal office is Ortiz de Ocampo 3302, Edificio 4, Piso 4, Buenos Aires (C1425DSR), Argentina.  Emes is a holding company whose primary investment is its interest in Tres M, through which it indirectly owns the Shares of the Issuer disclosed herein. Emes is controlled by Marcos Marcelo Mindlin (“Marcelo Mindlin”).

 

(6)           Mindlin Warrants S.A. (“MW”) is a sociedad anónima organized under the laws of the Republic of Uruguay. The address of its principal office is Costa Rica 1538, Montevideo (11500), Uruguay.  MW is a holding company whose primary investment is owning the Shares of the Issuer disclosed herein.  MW is wholly-owned by Marcelo Mindlin.

 

(7)           Marcelo Mindlin is a citizen of Argentina.  Marcelo Mindlin is the Executive Director of the Issuer, and his principal business address is Ortiz de Ocampo 3302, Building #4, C1425DSR, Buenos Aires, Argentina.

 

 

 

 

The directors and executive officers of each of Tres M and Emes are Marcelo Mindlin, Damián Mindlin and Gustavo Mariani.  The directors and executive officers of Grupo M are Damián Mindlin, Gustavo Mariani and Germán Pérez. The directors and executive officers of MW are Marcelo Mindlin and Germán Pérez. 

 

Damián Miguel Mindlin (“Damián Mindlin”) is a citizen of Argentina.  Damián Mindlin is the Director and Investor Portfolio Director of the Issuer.  His principal business address is Ortiz de Ocampo 3302, Building #4, C1425DSR, Buenos Aires, Argentina.

 

Gustavo Mariani is a citizen of Argentina.  Gustavo Mariani is the Chairman of the Board, Chief Executive Officer and Chief Generation Manager of the Issuer.  His principal business address is Ortiz de Ocampo 3302, Building #4, C1425DSR, Buenos Aires, Argentina.

 

Germán Pérez is a citizen of Argentina.  Germán Pérez is a director of Grupo M and MW.  His principal business address is Costa Rica 1538, Montevideo (11500), Uruguay. 

 

None of the Reporting Persons nor, to the best of their knowledge, any of the directors and executive officers of Grupo M, Tres M, Emes or MW has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3.   Sources and Amount of Funds or Other Consideration. 

 

Item 3 of Schedule 13D is hereby amended and restated as follows:

 

Each of the Reporting Persons that owns Shares directly purchased its respective Shares with working capital contributed by its members or shareholders, as applicable, except that:

 

(i)                   Marcelo Mindlin purchased the Shares that he beneficially owns with personal funds; and

 

(ii)                 MW acquired the Shares that it beneficially owns through the exercise of warrants (the “Warrants”) issued to Marcelo Mindlin (subsequently assigned to MW), Damián Mindlin and Gustavo Mariani, among other key executives (together, the “Key Executives”), pursuant an Opportunities Assignment Agreement (Convenio de Asignación de Oportunidades) dated June 16, 2006 and warrant agreements dated September 27, 2006 (as amended and restated) between the Issuer and each of the Key Executives.  The Warrants were issued in consideration for the Key Executive’s obligations to offer the Issuer on a priority basis any investment opportunity relating to assets and opportunities in the energy sector in Argentina or elsewhere that each of them or all of them as a group may identify.

 

Each Warrant entitled its holder to purchase one Share at a price of U.S.$0.27 per common share.  MW paid for the exercise price of the Warrants with proceeds resulting from a public offering of ADSs received by MW pursuant to its exercise of Warrants (and the issuance the corresponding underlying Shares) and the sale of 2,383,534 ADSs by MW pursuant to an underwriting agreement dated November 24, 2015 (the “Underwriting Agreement”), which was filed with the SEC in Form 6-K on December 1, 2015.

 

Item 4.   Purpose of Transaction.

 

Item 4 of Schedule 13D is hereby amended and restated as follows:

 

Each of the Reporting Persons acquires and disposes of Shares as market opportunities arise.  The transactions that are the subject of this Schedule 13D were executed in response to such market opportunities.

 

 

               

Item 5.  Interest in Securities of the Issuer. 

 

Item 5 of Schedule 13D is hereby amended and restated as follows:

 

(a) and (b).            The Reporting Persons have, as of December 3, 2015, the following interests in the Shares:

 (c)          In the past sixty days, the following transactions by Reporting Persons took place with respect to Shares:

 

(i)                   MW effected the following transactions: 

 

 

(ii)                   Pursuant to unanimous resolutions of Pampa Holdings, its members, Labmex International S.A.R.L. (“Labmex”) and Pampa F&F, Pampa Holdings disposed of 1,340,000 ADSs acquired by Labmex:

 

(iii)                 Grupo M effected the following transactions:

 

To the knowledge of the Reporting Persons, Gustavo Mariani and Damián Mindlin exercised Warrants they owned and sold 516,120 and 516,120 ADSs, respectively, pursuant to the Underwriting Agreement on November 24, 2015.  As a result of these transactions, Gustavo Mariani beneficially owns 40,021,357 Shares, or 2.3599% of the Issuer’s outstanding Shares, and Damian Mindlin beneficially owns 39,559,925 Shares, or 2.3327% of the Issuer’s outstanding Shares.

 

 

Except as described above, no Reporting Persons has and, to the knowledge of the Reporting Persons, no persons otherwise identified in Item 2 has effected any transactions in the Shares or ADSs in the past sixty days.

 

(d)           No person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities covered by this Amendment No. 2.

 

(e)           Not applicable.

 

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer. 

               

Item 6 of Schedule 13D is hereby amended and supplemented by adding the following paragraphs:

The information set forth in Item 4 is hereby incorporated by reference into this Item 6.

Other than as set forth above, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between such persons and any person with respect to the securities of the Issuer.

Item 7.  Material to Be Filed as Exhibits. 

                Item 7 of Schedule 13D is hereby amended and supplemented by adding references to the following exhibits:

 

 

SIGNATURE

     After reasonable 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.

Dated:  December 16, 2015

Pampa Holdings LLC By:  /s/ Marcelo Mindlin          Name: Marcelo Mindlin Title: Director of the Managing Member   Pampa F&F LLC   By: /s/ Marcelo Mindlin        Name: Marcelo Mindlin Title: Director of the Managing Member   Grupo MTres S.A.   By:/s/ Damián Mindlin         Name: Damián Mindlin Title: President   Tres Emes Ltd.   By:/s/ Marcelo Mindlin Name: Marcelo Mindlin  Title: President   Emes Inversora S.A.   By: /s/ Marcelo Mindlin        Name: Marcelo Mindlin Title: President    Mindlin Warrants S.A.   By: /s/ Marcelo Mindlin        Name: Marcelo Mindlin Title: Owner            Marcos Marcelo Mindlin By: /s/ Marcelo Mindlin

               

 

UNANIMOUS RESOLUTION OF

THE MEMBERS

of

PAMPA HOLDINGS, LLC

The undersigned, being all of the Members of PAMPA HOLDINGS, LLC (the “Company”), and acting pursuant to the authority provided and under Section 4.04(iii) of the Fourth Amended and Restated Limited Liability Company Operating agreement dated February 28, 2013 (the “Operating Agreement”), hereby adopt the following Company resolution:

RESOLVED, that pursuant to Section 4.04(iii) of the Operating Agreement, the Members hereby agree to LABMEX INTERNATIONAL S.A.R.L.’s request to receive a return of part of its Capital Contributions, in the form of 670,000 ADSs (as defined in Section 4.01 of the Operating Agreement);

RESOLVED, that the Company is hereby authorized to take all necessary action to effect the partial return of LABMEX INTERNATIONAL S.A.R.L.’s Capital Contributions, as provided above; and

RESOLVED, that Schedule B of the Operating Agreement shall be amended and restated in its entirety as set forth in Annex A to this Unanimous Resolution to reflect the partial return of Capital Contributions approved hereby.

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IN WITNESS WHEREOF, the undersigned have executed this Resolution as of this 3^rd day of December, 2015.

 

 

 

ANNEX A

Schedule B

 

 

 

UNANIMOUS RESOLUTION OF

THE MEMBERS

of

PAMPA HOLDINGS, LLC

The undersigned, being all of the Members of PAMPA HOLDINGS, LLC (the “Company”), and acting pursuant to the authority provided and under Section 4.04(iii) of the Fourth Amended and Restated Limited Liability Company Operating agreement dated February 28, 2013 (the “Operating Agreement”), hereby adopt the following Company resolution:

RESOLVED, that pursuant to Section 4.04(iii) of the Operating Agreement, the Members hereby agree to LABMEX INTERNATIONAL S.A.R.L.’s request to receive a return of part of its Capital Contributions, in the form of 670,000 ADSs (as defined in Section 4.01 of the Operating Agreement);

RESOLVED, that the Company is hereby authorized to take all necessary action to effect the partial return of LABMEX INTERNATIONAL S.A.R.L.’s Capital Contributions, as provided above; and

RESOLVED, that Schedule B of the Operating Agreement shall be amended and restated in its entirety as set forth in Annex A to this Unanimous Resolution to reflect the partial return of Capital Contributions approved hereby.

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IN WITNESS WHEREOF, the undersigned have executed this Resolution as of this 16^rd day of December, 2015.

 

 

 

ANNEX A

Schedule B