BUENOS AIRES, Argentina,
April 4, 2016 /PRNewswire/ -- IRSA
and IRSA CP (together, the "Purchasers") today announced the
results of the previously announced tender offers to purchase for
cash (the "Tender Offers"): (i) up to US$76.5 million in aggregate principal amount
(the "2020 Notes Tender Cap") of IRSA's outstanding 11.500% Notes
due 2020, Series No. 2 (the "2020 Notes"); (ii) any and all of
IRSA's outstanding 8.500% Notes due 2017, Series No. 1 (the "2017
Notes"); and (iii) any and all of IRSA CP's outstanding 7.875%
Notes due 2017, Series No. 1 (the "IRSA CP Notes" and, together
with the 2020 Notes and the 2017 Notes, the "Existing Notes"). The
principal purpose of the Tender Offers was to retire and cancel the
Existing Notes purchased by the Purchasers in the Tender
Offers.
Except for the extensions for the Tender Offer for the 2017
Notes of the Early Tender Time (the "2017 Notes Early Tender Time")
and of the Expiration Time described in the press releases dated
March 17, 2016 and April 1, 2016 (together, the "Results Press
Releases"), all other terms and conditions of the Tender Offers and
the Consent Solicitation remain in full force and effect. Such
terms and conditions are described in the Offer to Purchase and
Consent Solicitation Statement, dated March
3, 2016 (the "Statement"), as amended by the Results Press
Releases, and the related Consent and Letter of Transmittal
(together with the Statement, the "Offer Documents"), previously
distributed to the holders of the Existing Notes. As previously
announced by the Purchasers, the expiration of the Tender Offers
and Consent Solicitation (as defined below) relating to the 2020
Notes and the IRSA CP Notes occurred at 11:59 p.m. (New York
City time) on March 31, 2016
(the "2020 Notes and IRSA CP Notes Expiration Time"), and the
expiration of the Tender Offer and Consent Solicitation for the
2017 Notes has occurred (as extended) at 5:00 p.m. (New York
City time) on April 1, 2016
(the "2017 Notes Expiration Time").
In conjunction with the Tender Offers, as previously announced,
(i) IRSA solicited from (a) holders of the 2020 Notes consents (the
"2020 Notes Consents") to certain proposed amendments (the "2020
Notes Proposed Amendments") to the indenture, dated as of
July 20, 2010 (the "2020 Notes
Indenture"), among IRSA, The Bank of New York Mellon, as trustee,
co-registrar, principal paying agent and transfer agent, and Banco
Santander Río S.A., as registrar, paying agent, transfer agent and
representative of the Trustee in Argentina, which would modify or eliminate
certain restrictive covenants and certain other provisions in such
indenture and the 2020 Notes, and (b) holders of the 2017 Notes
consents (the "2017 Notes Consents") to certain proposed amendments
(the "2017 Notes Proposed Amendments") to the indenture, dated as
of February 2, 2007 (the "2017 Notes
Indenture"), among IRSA, The Bank of New
York, as trustee, co-registrar, principal paying agent and
transfer agent, and Banco Río de la Plata S.A., as registrar,
paying agent, transfer agent and representative of the Trustee in
Argentina, which would eliminate
substantially all of the restrictive covenants, and modify or
eliminate certain events of default and certain other provisions in
such indenture and the 2017 Notes and (ii) IRSA CP solicited
from holders of the IRSA CP Notes consents (together with the 2020
Notes Consents and the 2017 Notes Consents, the "Consents") to
certain proposed amendments (the "IRSA CP Notes Proposed
Amendments") to the indenture, dated as of May 11, 2007 (the "IRSA CP Notes Indenture"),
among IRSA CP, The Bank of New York Mellon (as successor to The
Bank of New York), as trustee,
co-registrar, principal paying agent and transfer agent, and Banco
Santander Río S.A., as registrar, paying agent, transfer agent and
representative of the Trustee in Argentina, which would eliminate substantially
all of the restrictive covenants and modify or eliminate certain
events of default and certain other provisions in such indenture
and the IRSA CP Notes. IRSA's and IRSA CP's solicitation of the
Consents is referred to as the "Consent Solicitation."
The following table sets forth the results of the Tender Offers
and the Consent Solicitation, according to the information provided
by Bondholder Communications Group, LLC (the "Tender Agent") as of
the 2020 Notes and IRSA CP Notes Expiration Time, in the case of
the 2020 Notes and the IRSA CP Notes, and as of the 2017 Notes
Expiration Time, in the case of the 2017 Notes, describing the
amount and percentage of Existing Notes validly tendered and not
validly withdrawn and the percentage of Consents received and not
revoked in the Consent Solicitation.
Existing
Notes
|
CUSIP
Numbers
|
ISINs
|
Principal
Amount
Outstanding
|
Approximate Amount
of Existing Notes Tendered
|
Approximate
Percentage of Existing Notes Tendered
|
Approximate
Percentage of Consents Received
|
11.500% Notes
due 2020
|
450047AG0 /
P5880CAB6
|
US450047AG04 /
USP5880CAB65
|
US$150,000,000
|
US$78,563,000
|
52.37%
|
57.98%
|
8.500% Notes
due 2017
|
450047AF2 /
P5880CAA8
|
US450047AF21 /
USP5880CAA82
|
US$150,000,000
|
US$75,446,000
|
50.30%
|
50.30%
|
7.875% Notes
due 2017(1)
|
02151PAB3 /
P0245MAC3
|
US02151PAB31 /
USP0245MAC30
|
US$120,000,000
|
US$59,504,000
|
49.59%
|
49.59%
|
_____________
|
|
(1) Of the
total amount of IRSA PC Notes tendered, US$59,152,000 of such IRSA
PC Notes that were tendered on or prior to 5:00 p.m. (New York City
time) on March 16, 2016 were purchased and cancelled on March 28,
2016.
|
As previously announced, holders of 2020 Notes who validly
tendered and did not validly withdraw their 2020 Notes prior to
5:00 p.m. (New York City time) on March 16, 2016 (the "Early Tender Time") will be
eligible to receive US$1,110.00 per
US$1,000 principal amount of such
2020 Notes that are accepted for purchase, which includes an Early
Tender Payment of US$30.00 per
US$1,000 principal amount of the 2020
Notes and a Consent Payment of US$10.00 per US$1,000 principal amount of the 2020 Notes.
Holders of 2020 Notes who validly tendered and did not validly
withdraw their 2020 Notes after the Early Tender Time and prior to
the 2020 Notes and IRSA CP Notes Expiration Time will be eligible
to receive US$1,070.00 per
US$1,000 principal amount of such
2020 Notes that are accepted for purchase. IRSA expects to make
such payments on April 8, 2016 (the
"Final Settlement Date"). Holders of the 2020 Notes whose 2020
Notes are purchased will receive accrued and unpaid interest in
respect of their purchased 2020 Notes from the last interest
payment date to, but not including, the Final Settlement Date.
Holders of the 2020 Notes who validly delivered and did not validly
revoke 2020 Notes Consents prior to the Early Tender Time (but did
not tender their 2020 Notes) will be eligible to receive
US$10.00 per US$1,000 principal amount of 2020 Notes with
respect to which such 2020 Notes Consents were so delivered and are
accepted by IRSA. IRSA expects to make such payment on the Final
Settlement Date.
Holders of 2017 Notes who validly tendered and did not validly
withdraw their 2017 Notes prior to the 2017 Notes Expiration Time
will be eligible to receive US$1,005.00 per US$1,000 principal amount of the 2017 Notes that
are accepted for purchase, which includes an Early Tender Payment
of US$30.00 per US$1,000 principal amount of the 2017 Notes. IRSA
expects to make such payment on the Final Settlement Date. Holders
of the 2017 Notes whose 2017 Notes are purchased will receive
accrued and unpaid interest in respect of their purchased 2017
Notes from the last interest payment date to, but not including,
the Final Settlement Date.
As previously announced, holders of IRSA CP Notes who validly
tendered and did not validly withdraw their IRSA CP Notes after the
Early Tender Time and prior to the 2020 Notes and IRSA CP Notes
Expiration Time will be eligible to receive US$974.50 per US$1,000 principal amount of such IRSA CP Notes
that are accepted for purchase. IRSA CP expects to make such
payment on the Final Settlement Date. Holders of the IRSA CP Notes
whose IRSA CP Notes are purchased on the Final Settlement Date will
receive accrued and unpaid interest in respect of their purchased
IRSA CP Notes from the last interest payment date to, but not
including, the Final Settlement Date.
As previously announced, holders of IRSA CP Notes who validly
tendered and did not validly withdrew their IRSA CP Notes prior to
the Early Tender Time received US$1,004.50 per US$1,000 principal amount of such IRSA CP Notes
accepted for purchase, which included an Early Tender Payment of
US$30.00 per US$1,000 principal amount of the IRSA CP Notes.
IRSA CP made such payment on March 28,
2016.
As previously announced, IRSA received 2020 Notes Consents from
holders of a majority in aggregate principal amount of the 2020
Notes to adopt the 2020 Notes Proposed Amendments to the 2020 Notes
Indenture. The adoption of the 2020 Notes Proposed Amendments
required the affirmative vote of the holders of a majority of the
aggregate principal amount of the 2020 Notes then outstanding
represented and voting at a meeting of the holders of such 2020
Notes convened and at which a quorum is present in accordance with
the 2020 Notes Indenture and applicable law. A meeting of the
holders of the 2020 Notes was held on March
23, 2016 at which a quorum was present and the holders of a
majority of the aggregate principal amount of the 2020 Notes then
outstanding affirmatively voted to approve the 2020 Notes Proposed
Amendments. On March 28, 2016, IRSA
and the trustee under the 2020 Notes Indenture executed a
supplemental indenture to reflect the 2020 Notes Proposed
Amendments, which will become operative concurrently with the
acceptance of and payment for all 2020 Notes that were validly
tendered (and not validly withdrawn) in the Tender Offer for the
2020 Notes. IRSA intends to waive the 2020 Notes Tender Cap.
IRSA also announced today that it has received 2017 Notes
Consents from holders of a majority in aggregate principal amount
of the 2017 Notes to adopt the 2017 Notes Proposed Amendments to
the 2017 Notes Indenture. The adoption of the 2017 Notes Proposed
Amendments requires the affirmative vote of the holders of a
majority of the aggregate principal amount of the 2017 Notes then
outstanding represented and voting at a meeting of the holders of
such 2017 Notes convened and at which a quorum is present in
accordance with the 2017 Notes Indenture and applicable law. The
meeting of the holders of the 2017 Notes called for March 23, 2016 was not held because a quorum was
not present. A second call meeting of the holders of the 2017 Notes
has been called for April 7, 2016. If
a quorum is present and the holders of a majority of the aggregate
principal amount of the 2017 Notes then outstanding affirmatively
vote to approve the 2017 Notes Proposed Amendments, IRSA intends to
execute a supplemental indenture to reflect the 2017 Notes Proposed
Amendments immediately thereafter. Such supplemental indenture will
only become operative concurrently with the acceptance of and
payment for all 2017 Notes that were validly tendered (and not
validly withdrawn) in the Tender Offer for the 2017 Notes.
As previously announced, IRSA CP did not receive IRSA CP
Consents from holders of a majority in aggregate principal amount
of the IRSA CP Notes to adopt the IRSA CP Notes Proposed Amendments
to the IRSA CP Notes Indenture. The adoption of the IRSA CP Notes
Proposed Amendments required the affirmative vote of the holders of
a majority of the aggregate principal amount of the IRSA CP Notes
then outstanding represented and voting at a meeting of the holders
of such IRSA CP Notes convened and at which a quorum was present in
accordance with the IRSA CP Notes Indenture and applicable law. The
meeting of the holders of the IRSA CP Notes called for March 23, 2016 was not held because a quorum was
not present. A second call meeting of the holders of the IRSA CP
Notes was called for April 7, 2016,
but IRSA CP does not expect a quorum to be present at such meeting
and, accordingly, intends to cancel such meeting. Accordingly, IRSA
CP does not anticipate executing a supplemental indenture to the
IRSA CP Notes Indenture to reflect the IRSA CP Notes Proposed
Amendments.
Upon the terms and subject to the conditions of the Tender
Offers set forth in the Offer Documents, all 2020 Notes and IRSA CP
Notes (other than IRSA CP Notes purchased on March 28, 2016 pursuant to the Tender Offer for
the IRSA CP Notes) validly tendered and not validly withdrawn at or
prior to the 2020 Notes and IRSA CP Notes Expiration Time, and all
2017 Notes validly tendered and not validly withdrawn at or prior
to the 2017 Notes Expiration Time, have been accepted for purchase
and will be paid in full by the Purchasers on the Final Settlement
Date. All holders who validly tendered and did not validly withdraw
their 2020 Notes or IRSA CP Notes at any time at or prior to the
2020 Notes and IRSA CP Notes Expiration Time will receive the
applicable consideration described above. All holders who validly
tendered and did not validly withdraw their 2017 Notes at any time
at or prior to the 2017 Notes Expiration Time will receive the
applicable consideration described above.
The deadline for submitting a request for the soliciting dealer
fee (referred to in the Offer Documents) to the Tender Agent is the
fifth business day following the 2020 Notes and IRSA CP Notes
Expiration Time.
Information Relating to the Tender Offers and the Consent
Solicitation
Citigroup Global Markets Inc. and J.P. Morgan Securities LLC
acted as the Dealer Managers and Solicitation Agents with respect
to the Tender Offers and the Consent Solicitation. Investors with
questions may contact Citigroup Global Markets Inc. at +1 (212)
723-6106 or +1 (800) 558-3745 (U.S. toll-free) or J.P. Morgan
Securities LLC at +1 (212) 834-7279 or +1 (866) 846-2874 (U.S.
toll-free).
Bondholder Communications Group, LLC was appointed as Tender
Agent and Information Agent. All deliveries and correspondence sent
to the Tender Agent should be directed to 30 Broad Street, 46th
Floor New York, New York 10004
Attn: Isabella Salvador. Questions
regarding the Tender Offers may be directed to the Tender Agent and
Information Agent by telephone at +1 (212) 809-2663 or +1 (888)
385-2663 (U.S. toll-free) or by email to Isabella Salvador at ISalvador@bondcom.com.
This press release is not an offer to purchase, a solicitation
of an offer to purchase, or a solicitation of consents with respect
to the Existing Notes nor is it an offer to sell nor a solicitation
of offers to buy any securities. The Tender Offers and the Consent
Solicitation were made only pursuant to the Offer Documents.
The Tender Offers were not made to holders of Existing Notes in
any jurisdiction in which the making or acceptance thereof would
not be in compliance with the securities, blue sky or other laws of
such jurisdiction. None of IRSA, IRSA CP, their respective board of
directors, the Tender Agent, the Information Agent, the Dealer
Managers and Solicitation Agents, the trustees of the Existing
Notes or any affiliate of any of them made any recommendation as to
whether or not holders of Existing Notes should tender Existing
Notes in response to the Tender Offers and/or deliver Consents in
response to the Consent Solicitation.
About the Purchasers
IRSA is one of Argentina's
leading real estate companies in terms of total assets, engaged,
directly and indirectly through subsidiaries in equity investees
and joint ventures, in a range of diversified real estate-related
activities in Argentina. In
addition to its real estate activities in Argentina, IRSA owns (i) a 95.2% interest in
IRSA CP, one of the largest owners and operators of rental
commercial real estate in Argentina, (ii) an indirect 49.0% interest in
IDB Development Corporation Ltd., one of the largest diversified
conglomerates in Israel, which is
engaged in a range of different industry sectors, including real
estate, retail, agroindustry, insurance and telecommunications,
(iii) 29.99% of Banco Hipotecario S.A., a leading financial
institution in Argentina, (iv) an
indirect 49.0% interest in New Lipstick LLC, a holding company
which is the owner of Metropolitan, whose principal asset is the
Lipstick Building, a 34-story building located at 885 Third Avenue
between 53rd and 54th streets in Manhattan, New York and (v) 34.0% of the
voting power of Condor Hospitality Trust (formerly known as
Supertel Hospitality Inc.), a U.S. REIT listed on NASDAQ and
focused on middle-class and long-stay holders, throughout 21 states
in the United States.
IRSA's shares are listed on the Buenos Aires Stock Market
(Mercado de Valores de Buenos
Aires S.A.) through the Buenos Aires Stock Exchange (Bolsa
de Comercio de Buenos Aires)
and its Global Depositary Shares are listed on the New York Stock
Exchange under the ticker "IRS."
IRSA CP is one of the largest owners and managers of shopping
centers and office and other commercial properties in Argentina in terms of gross leasable area and
number of rental properties. IRSA CP owns and operates 15 shopping
centers in Argentina, seven of
which are located in the City of Buenos
Aires. In addition, IRSA CP owns and manages six premium
office buildings in the City of Buenos
Aires and owns certain properties for future development in
Buenos Aires and several
provincial cities.
IRSA CP's shares are listed on the Buenos Aires Stock Market
(Mercado de Valores de Buenos
Aires S.A.) through the Buenos Aires Stock Exchange (Bolsa
de Comercio de Buenos Aires)
and its American Depositary Shares are listed on NASDAQ under the
ticker "IRSACP."
Forward-Looking Statements
This press release contains certain "forward-looking" statements
within the meaning of Section 27A of the U.S. Securities Act of
1933, as amended, and Section 21E of the U.S. Securities Exchange
Act of 1934, as amended. Such forward-looking statements are based
on current expectations and involve inherent risks and
uncertainties, including factors that could delay, divert or change
any of them, and could cause actual outcomes to differ materially
from current expectations. These statements are likely to relate
to, among other things, the Purchasers' current beliefs,
expectations and projections about future events and financial
trends affecting the Purchasers' businesses. Any of such
forward-looking statements are not guarantees of future performance
and may involve risks and uncertainties, and that actual results
may differ from those set forth in the forward-looking statements
as a result of various factors (including, without limitations, the
actions of competitors, future global economic conditions, market
conditions, foreign exchange rates, and operating and financial
risks related to managing growth and integrating acquired
businesses), many of which are beyond the control of the
Purchasers. The occurrence of any such factors not currently
expected by the Purchasers would significantly alter the results
set forth in these statements.
Contact:
IRSA Inversiones y
Representaciones Sociedad Anónima
Bolivar 108, Floor 1,
(C1066AAB), Ciudad
Autónoma de Buenos Aires
Argentina
T (5411) 4323
7400
F (5411) 4323
7480
|
IRSA Propiedades
Comerciales S.A.
Moreno 877, Floor
22,
(C1091AAQ), Ciudad
Autónoma de Buenos Aires
Argentina
T (5411) 4344
4600
F (5411) 4814
7875
|
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SOURCE IRSA Inversiones y Representaciones S.A.; IRSA
Propiedades Comerciales S.A.