BUENOS AIRES, Argentina,
Oct. 9, 2019 /PRNewswire/ --
Telecom Argentina S.A.
Offers to Exchange or Purchase for Cash, as
Applicable, Any and All of its Outstanding 6.500% Notes due
June 15, 2021
(CUSIP Nos. 12686N AT2 and P19157 AR0; ISIN
Nos. US12686NAT28 and USP19157AR03; Common Codes Nos. 143337260 and
143337278)
Telecom Argentina S.A. ("Telecom") hereby announces the
commencement of two concurrent liability management transactions
(the "Offers") to exchange or purchase for cash, as applicable, any
and all of its outstanding 6.500% notes due 2021 (the "Old
Notes").
The Offers will expire at 5:00
p.m. (New York City time)
on October 17, 2019 (such date and
time with respect to an Offer, as the same may be extended with
respect to such Offer, the "Expiration Date"). Old Notes tendered
for purchase or exchange may be validly withdrawn at any time at or
prior to 5:00 p.m. (New York City time) on October 17, 2019 (such date and time with respect
to an Offer, as the same may be extended with respect to such
Offer, the "Withdrawal Date"), but not thereafter, unless extended
by Telecom. The settlement date with respect to an Offer will be
promptly after the Expiration Date and is expected to be
October 22, 2019 (such date and time
with respect to an Offer, as the same may be extended with respect
to such Offer, the "Settlement Date").
Exchange Offer
The first Offer consists of a private offer to exchange (the
"Exchange Offer") any and all of the outstanding Old Notes for
newly issued 9.000% notes due 2025 of Telecom (the "New Notes") and
cash (together with the New Notes to be issued in the Exchange
Offer, the "Exchange Consideration"), upon the terms and subject to
the conditions set forth in the offering memorandum (the "Offering
Memorandum"), dated October 9, 2019,
the related eligibility letter (the "Eligibility Letter"), where
applicable, the Letter of Transmittal (as defined below), and the
notice of guaranteed delivery (the "Notice of Guaranteed Delivery,"
together with the Offering Memorandum, the Eligibility Letter and,
where applicable, the Letter of Transmittal, the "Exchange Offer
Documents").
Only holders who have returned a duly completed Eligibility
Letter certifying that they are (1) "qualified institutional
buyers" ("QIBs") as defined in Rule 144A under the Securities Act
of 1933, as amended (the "Securities Act"), (2) holders of Old
Notes other than "U.S. persons" (as defined in Rule 902 under the
Securities Act) who are located outside of the United States, who are qualified offerees
in other jurisdictions and who are not Argentine Entity Offerees
(as defined in the Eligibility Letter) or Non-Cooperating
Jurisdiction Offerees (as defined in the Eligibility Letter), (3)
"non-U.S. persons" who are Argentine Entity Offerees, or (4)
"non-U.S. persons" who are Non-Cooperating Jurisdictions Offerees,
are authorized to receive the Exchange Offering Memorandum and to
participate in the Exchange Offer (such holders, "Eligible
Holders"); provided that Argentine Entity Offerees and
Non-Cooperating Jurisdiction Offerees may not participate in the
Exchange Offer unless they also complete, sign and submit a letter
of transmittal in the form attached as Annex A to the Offering
Memorandum (the "Letter of Transmittal") to the Exchange
Agent.
Argentine Entity Offerees and Non-Cooperating Jurisdiction
Offerees are subject to certain tax withholdings in respect of
interest collected on, and gains or losses resulting from the
tendering of the Old Notes. See "Taxation – Certain Argentine Tax
Considerations" in the Exchange Offering Memorandum.
The following table sets forth certain terms of the Exchange
Offer:
Title of
Security
|
CUSIP/ISIN/Common
Code
Nos.
|
Principal
Amount
Outstanding
|
Exchange
Consideration(1)
|
Exchange
Price(2)
|
Cash
Component(3)
|
6.500% Notes due
June 15, 2021
|
144A:
CUSIP No.: 12686N
AT2
ISIN No.: US12686NAT28
Common Code No.: 143337260
Regulation
S:
CUSIP No.: P19157
AR0
ISIN No.: USP19157AR03
Common Code No.: 143337278
|
U.S.$465,853,000
|
U.S.$824.00
|
U.S.$200.00
|
______________________
(1) Per U.S.$1,000 principal
amount of the Company's Old Notes validly tendered and accepted for
exchange, subject to any applicable withholding. The Exchange
Consideration does not include the payment of accrued and unpaid
interest ("Accrued Coupon Payment"). See "Tax
Considerations—Certain Argentine Tax Considerations" in the
Exchange Offering Memorandum.
(2) Principal amount of New Notes for each US$1,000 principal amount of Old Notes validly
tendered for exchange at or prior to the Expiration Date (as
defined above) or the Guaranteed Delivery Date (as defined below),
pursuant to the guaranteed delivery procedures, and not validly
withdrawn prior to the Withdrawal Date, that the Company accepts
for purchase (the "Exchange Price"), subject to any tax
withholdings applicable to Argentine Entity Offerees or to
Non-Cooperating Jurisdictions Offerees.
(3) Cash payable in respect of each U.S.$1,000 principal amount of Old Notes validly
tendered at or prior to the Expiration Date (as defined above) or
the Guaranteed Delivery Date (as defined below) pursuant to the
guaranteed delivery procedures, and not validly withdrawn prior to
the Withdrawal Date, subject to any tax withholdings applicable to
Argentine Entity Offerees or to Non-Cooperating Jurisdictions
Offerees.
Upon the terms and subject to the conditions set forth in the
Exchange Offer Documents, Eligible Holders who validly tender and
who do not validly withdraw Old Notes at or prior to the applicable
Expiration Date, or at or prior to 5:00
p.m. (New York City time)
on the second business day after the applicable Expiration Date
pursuant to guaranteed delivery procedures (the "Guaranteed
Delivery Date"), and whose Old Notes are accepted for exchange by
Telecom, will receive the applicable Exchange Consideration,
subject to any applicable withholding in the case of Argentine
Entity Offerees or to Non-Cooperating Jurisdictions Offerees.
Telecom will not complete the Exchange Offer if the aggregate
principal amount of New Notes to be issued in the Exchange Offer
would be less than U.S.$150,000,000.
Telecom's obligation to accept Old Notes tendered in the
Exchange Offer is subject to the satisfaction of certain conditions
applicable to the Exchange Offer including (1) certain customary
conditions, including that Telecom will not be obligated to
consummate the Exchange Offer upon the occurrence of an event or
events or the likely occurrence of an event or events that would or
might reasonably be expected to prohibit, restrict or delay the
consummation of the Exchange Offer or materially impair the
contemplated benefits to Telecom of the Exchange Offer, (2) the
consummation of the Cash Tender Offer described below (which
condition is not waivable) and (3) in the case of Old Notes
tendered by Argentine Entity Offerees and Non-Cooperating
Jurisdiction Offerees, such holder's delivery of the Letter of
Transmittal.
Telecom reserves the right, subject to applicable law, to waive
any and all conditions to any Exchange Offer (other than conditions
described as non-waivable).
If and when issued, the New Notes will not be registered under
the Securities Act or any state securities laws. Therefore, the New
Notes may not be offered or sold in the
United States absent registration or an applicable exemption
from the registration requirements of the Securities Act and any
applicable state securities laws.
Global Bondholder Services Corporation will act as the
Information Agent and the Exchange Agent for the Exchange Offer.
Questions or requests for assistance related to the Exchange Offer
or for additional copies of the Exchange Offer Documents may be
directed to Global Bondholder Services Corporation at (866)
470-4500 (toll free) or (212) 430-3774 (collect). You may also
contact your broker, dealer, commercial bank, trust company or
other nominee for assistance concerning the Exchange Offer. The
Exchange Offer Documents can be accessed at the following link:
https://gbsc-usa.com/eligibility/telecom.
Cash Tender Offer
The second Offer consists of an offer to purchase for cash (the
"Cash Tender Offer") of any and all of its outstanding Old Notes,
on the terms and subject to the conditions set forth in the Offer
to Purchase, dated October 9, 2019
(the "Offer to Purchase" and, together with the accompanying
certification instructions letter and notice of guaranteed
delivery, the "Cash Tender Offer Documents").
The following are ineligible to participate in the Cash
Tender Offer (each, an "Ineligible Holder"):
- QIBs, and
- any non-U.S. person (as defined in Rule 902 under the
Securities Act) (a "Reg S Person") located outside the United States within the meaning of
Regulation S under the Securities Act (other than any such persons
who are resident in Canada and are
not Canadian Qualified Holders (as defined in the Certification
Instructions Letter.))
All other holders of Old Notes are eligible to participate in
the Cash Tender Offer (such other holders, the "Retail Offer
Qualified Holders"). Holders participating in the Cash Tender Offer
are required to certify that they are Retail Offer Qualified
Holders.
Holders eligible to participate in the Exchange Offer are
Ineligible Holders and are NOT permitted to participate in the Cash
Tender Offer.
The following table sets forth certain terms of the Cash Tender
Offer:
Title of
Security
|
CUSIP / ISIN
Nos.
|
Outstanding
Principal
Amount of Notes
|
Cash Tender
Offer
Consideration(1)
|
6.500% Senior
Notes
due June 15,
2021
|
144A
Notes
CUSIP: 12686N
AT2
ISIN:
US12686NAT28
Common Code No.:
143337260
Regulation S
Notes
CUSIP P19157
AR0
ISIN
USP19157AR03
Common Code
No.:
143337278
|
U.S.$465,853,000
|
U.S.$968.00
|
(1) Per U.S.$1,000 principal
amount of the Company's Old Notes listed on the above table validly
tendered and accepted for purchase. The Cash Tender Offer
Consideration does not include the Accrued Coupon Payment, and
additional amounts, if any, which are payable in cash in addition
to the Cash Tender Offer Consideration
Upon the terms and subject to the conditions set forth in the
Cash Tender Offer Documents, Retail Offer Qualified Holders who (i)
validly tender and do not validly withdraw Old Notes at or prior to
the applicable Expiration Date or (ii) deliver a properly completed
and duly executed notice of guaranteed delivery and all other
required documents at or prior to the applicable Expiration Date
and tender their Old Notes at or prior to the Guaranteed Delivery
Date, and whose Old Notes are accepted for purchase by us, will
receive the applicable Cash Tender Offer Consideration set forth
above for each U.S.$1,000 principal
amount of such Old Notes. The Cash Tender Offer Consideration will
be payable in cash.
Telecom's obligation to complete a Cash Tender Offer with
respect to the Old Notes is conditioned on the aggregate Tender
Consideration payable for all Old Notes validly tendered in the
Cash Tender Offer, excluding the Accrued Coupon Payment, not
exceeding U.S.$10,000,000 (the
"Maximum Consideration" and this condition the "Maximum
Consideration Amount"). For purposes of determining whether the
Maximum Consideration Condition is satisfied, the Company will
assume that all Old Notes tendered pursuant to the guaranteed
delivery procedures set out in the Offer to Purchase will be duly
delivered at or prior to the Guaranteed Delivery Date. The Company
reserves the right, subject to applicable law, to waive the Maximum
Consideration Condition; however there can be no assurance that it
will do so.
Telecom's obligation to complete the Cash Tender Offer is also
subject to the satisfaction of certain customary conditions,
including the consummation of the Exchange Offer (which condition
is not waivable). Telecom reserves the right, subject to applicable
law, to waive any and all conditions to the Cash Tender Offer.
Global Bondholder Services Corporation is acting as the tender
and information agent (the "Tender and Information Agent") for the
Offer.
* * * * * *
The purpose of the Exchange Offer and concurrent Cash Tender
Offer is to reduce indebtedness and extend the maturity of the
Company's debt obligations associated with the Old Notes.
Citigroup Global Markets Inc., and J.P. Morgan Securities LLC
are acting as dealer managers (the "Dealer Managers") for the
Offers.
Subject to applicable law, the Exchange Offer and Cash Tender
Offer may be amended, extended or, upon failure of a condition to
be satisfied or waived (other than conditions that we have
described as non-waivable) prior to the Expiration Date, or
Settlement Date, as the case may be, terminated. Although we have
no present plans or arrangements to do so, we reserve the right to
(1) extend, terminate or withdraw either of the Offers at any time
and (2) otherwise amend, at any time, the terms the Exchange Offer
and the Cash Tender Offer in any respect, in accordance with
applicable law, without extending the Withdrawal Date. The
foregoing rights are in addition to the right to delay acceptance
for purchase or exchange of Old Notes tendered pursuant to the
Exchange Offer or Cash Tender Offer or the payment of Old Notes
accepted for purchase pursuant to the Exchange Offer or Cash Tender
Offer in order to comply with any applicable law, subject to Rule
14e-1(c) under the U.S. Securities and Exchange Act 1934, as
amended (the "Exchange Act"), which requires that Telecom pay the
consideration offered or return the deposited Old Notes promptly
after termination or withdrawal of the Exchange Offer or Cash
Tender Offer.
We will give Retail Offer Qualified Holders under the Cash
Tender Offer and Eligible Holders under the Exchange Offer notice
of any amendments and will extend the Expiration Date if required
by applicable law.
Holders of Old Notes are advised to check with any bank,
securities broker or other intermediary through which they hold Old
Notes as to when such intermediary would need to receive
instructions from a beneficial owner in order for that beneficial
owner to be able to participate in, or withdraw their instruction
to participate in, the Offers before the deadlines specified in the
Exchange Offer Documents and the Cash Tender Offer Documents, as
applicable. The deadlines set by any such intermediary and The
Depository Trust Company ("DTC") for the submission of tender
instructions will be earlier than the relevant deadlines specified
above.
This announcement is for informational purposes only. This
announcement is not an offer to purchase or exchange or a
solicitation of an offer to purchase or exchange any Old Notes. The
Exchange Offer is being made solely pursuant to the Exchange Offer
Documents and the Cash Tender Offer is being made solely pursuant
to the Cash Tender Offer Documents. The Offers are not being made
to holders of Old 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. In any jurisdiction in
which the securities laws or blue sky laws require the Offers to be
made by a licensed broker or dealer, the Offers will be deemed to
be made on behalf of Telecom by the dealer managers for the Offers
or one or more registered brokers or dealers that are licensed
under the laws of such jurisdiction.
In relation to each Member State of the European Economic Area,
this communication is only addressed to and directed at qualified
investors in that Member State within the meaning of Regulation
(EU) 2017/1129 (the "Prospectus Regulation.")
This announcement is not an invitation nor is it intended to be
an inducement to engage in investment activity for the purpose of
Section 21 of the Financial Services and Markets Act 2000 of the
United Kingdom (the "FSMA.") This
announcement is only being distributed to and is only directed: at
(i) persons who are outside the United
Kingdom or (ii) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order") or (iii) high net
worth entities, and other persons to whom it may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order
(all such persons together being referred to as "relevant
persons"). Any New Notes will only be available to, and any
invitation, offer or agreement to subscribe, purchase or otherwise
acquire such New Notes will be engaged in only with, relevant
persons. Any person who is not a relevant person should not act or
rely on this announcement or any of its contents.
* * * * * *
Forward-Looking Statements
This press release contains forward-looking statements.
Forward-looking statements are information of a non-historical
nature or which relate to future events and are subject to risks
and uncertainties. No assurance can be given that the transactions
described herein will be consummated or as to the ultimate terms of
any such transactions. Telecom undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a
result of new information or future events or for any other
reason.
The Information
Agent for each of the Offers is:
|
|
Global Bondholder
Services Corporation
|
|
65 Broadway – Suite
404
New York, New York
10006
Attn: Corporate
Actions
|
Banks and Brokers
call: (212) 430-3774
Toll free (866)
470-4500
Email:
contact@gbsc-usa.com
|
|
The Exchange Agent
for the Exchange Offer is:
|
|
Global Bondholder
Services Corporation
|
|
By
facsimile:
(For Eligible
Institutions only):
(212) 430-3775 /
3779
|
|
Confirmation:
(212) 430-3774
|
|
By
Mail:
65 Broadway – Suite
404
New York, New York 10006
|
By Overnight
Courier:
65 Broadway – Suite
404
New York, New York 10006
|
By
Hand:
65 Broadway – Suite
404
New York, New York 10006
|
|
The Tender Agent
for the Cash Tender Offer is:
|
|
Global Bondholder
Services Corporation
|
|
|
By Regular,
Registered or Certified Mail,
Hand or Overnight
Delivery:
Global Bondholder
Services Corporation
65 Broadway – Suite
404
New York, New York
10006
Attention: Corporate
Actions
|
By Facsimile
Transmission:
(212) 430-3775 (for
eligible institutions only)
To confirm receipt of
facsimile by telephone:
(212)
430-3774
|
|
|
By Electronic
Mail:
Email:
contact@gbsc-usa.com
|
Banks and Brokers
call: (212) 430-3774
Toll-free: (866)
470-4500
International call:
001-212-430-3774
|
By
Mail:
65 Broadway – Suite
404
New York, New York 10006
|
By Overnight
Courier:
65 Broadway – Suite
404
New York, New York 10006
|
By
Hand:
65 Broadway – Suite
404
New York, New York 10006
|
|
|
|
|
Any question regarding the terms of the Offers should be
directed to the Dealer Managers.
The Dealer
Managers for the Offers are:
|
|
|
Citigroup Global
Markets Inc.
388 Greenwich Street,
7th Floor
New York, New York 10013
United States
Attention: Liability
Management Group
US Toll-Free: (800) 558-3745
|
J.P. Morgan
Securities LLC
383 Madison Avenue
6th Floor
New York, New York
10282
United
States
Attention: Latin
American
Debt Capital Markets
Call Collect: (212)
834-7279
Toll-Free: (866)
846-2874
|
The Offer shall be available online at
https://www.gbsc-usa.com/telecom/ until the consummation or
termination of the Offer
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SOURCE Telecom Argentina S.A.