BUENOS
AIRES, Argentina, July 11,
2024 /PRNewswire/ --
Telecom Argentina S.A.
Offer to Exchange up to
U.S.$200,000,000 Aggregate Principal
Amount of the Outstanding
8.000% Notes due July 18, 2026
(CUSIP Nos. 879273 AR1 and P9028N AV3;
ISIN Nos. US879273AR14 and USP9028NAV30);
Telecom Argentina S.A. ("Telecom" or the
"Company" or "us" or "we") has priced its international capital
markets offering of U.S.$500,000,000
9.500% senior amortizing notes due 2031, (the "New Money Notes"),
and hereby announces the commencement of its offer to exchange (the
"Exchange Offer") up to U.S.$200,000,000 in aggregate principal amount (the
"Offer Cap") of its outstanding 8.000% Notes due July 18, 2026 (the "Old Notes") validly
tendered and accepted for exchange for newly issued 9.500% senior
amortizing notes due 2031 (the "New Notes") of Telecom, upon the
terms and subject to the conditions set forth in the exchange offer
memorandum, dated July 11, 2024 (the
"Exchange Offer Memorandum"), and the related eligibility letter
(the "Eligibility Letter" and, together with the Exchange Offer
Memorandum, the "Exchange Offer Documents"). The New Notes
will be issued as Additional New Notes (as defined in the Exchange
Offer Memorandum) under the Indenture (as defined in the Exchange
Offer Memorandum) pursuant to which the Company expects to issue
the New Money Notes.
Only holders of Old Notes who have returned a
duly completed electronic 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) located outside of the United States (other than "U.S. persons"
(as defined in Rule 902 under the Securities Act)), who are
qualified offerees in other jurisdictions and who are not Argentine
Entity Offerees (as defined in the Eligibility Letter) or
Non-Cooperative Jurisdiction Offerees (as defined in the
Eligibility Letter), (3) "non-U.S. persons" who are Argentine
Entity Offerees, (4) "non-U.S. persons" who are Non-Cooperative
Jurisdictions Offerees, or (5) "non-U.S. persons" who are
Eligible Canadian Holders (as defined in the Eligibility Letter),
are authorized to receive the Exchange Offer Memorandum and to
participate in the Exchange Offer (such holders, "Eligible
Holders").
Argentine Entity Offerees and
Non-Cooperative Jurisdiction Offerees who participate in the
Exchange Offer are required to submit a properly completed Agent's
Message (as defined in the Exchange Offer Memorandum) in which such
Eligible Holder shall identify itself as Argentine Entity Offeree
or Non-Cooperative Jurisdiction Offeree, as the case may
be.
Upon the terms and subject to the
conditions set forth in the Exchange Offer Documents, Eligible
Holders who validly tender Old Notes at or prior to the Expiration
Date will receive consideration (the "Exchange Consideration") in
the form of either (i) with respect to Eligible Holders who validly
tender Old Notes at or prior to the Early Participation Date (as
defined below) and whose Old Notes are accepted for exchange by us,
the Early Participation Consideration (as defined below) and (ii)
with respect to Eligible Holders who validly tender Old Notes after
the Early Participation Date, and whose Old Notes are accepted for
exchange by us, the Late Participation Consideration (as defined
below).
The following table sets forth certain
material terms of the Exchange Offer:
Description of Old
Notes
|
CUSIP / ISIN Nos.
|
Principal Amount
Outstanding
|
Late Participation
Consideration(2)
|
Early Participation
Consideration(2)
|
|
|
8.000% Notes due
July
18, 2026(1)
|
Rule 144A:
879273 AR1
US879273AR14
Regulation S:
P9028N AV3
USP9028NAV30
|
U.S.$400,000,000
|
U.S.$[970]
|
U.S.$[1000]
|
|
(1)
|
The Old Notes are
currently listed on the Luxembourg Stock Exchange and traded on its
Euro MTD Market and are listed on the Bolsas y Mercados Argentinos
S.A and are traded on the Mercado Abierto Electrónico
S.A.
|
(2)
|
Per U.S.$1,000
principal amount of the Company's Old Notes validly tendered at or
prior to the Expiration Date and accepted for exchange. We will pay
accrued and unpaid interest on the Old Notes from the most recent
interest payment date in respect of the Old Notes up to, but not
including, the applicable Settlement Date (the "Accrued Coupon
Payment"), which will be reduced by the interest accrued from the
initial issuance date of the New Money Notes (as defined below) up
to, but not including the applicable Settlement Date, as further
described below. The first interest payment for the New Notes will
include accrued interest from the initial issuance date of the New
Money Notes. The Exchange Consideration does not include the
Accrued Coupon Payment.
|
Subject to the immediately following
paragraph, in addition to the Exchange Consideration, Eligible
Holders will also receive the Accrued Coupon Payment consisting of
accrued and unpaid interest on Old Notes accepted for exchange in
the Exchange Offer from, and including, the last interest payment
date for the Old Notes to, but not including, the applicable
Settlement Date. The Accrued Coupon Payment will be paid in cash
with respect to Old Notes accepted for exchange, subject to any tax
withholdings applicable to Argentine Entity Offerees or to
Non-Cooperative Jurisdictions Offerees. Interest will cease
to accrue on the applicable Settlement Date for all Old Notes
accepted in the Exchange Offer.
Interest on the New Notes will accrue from
the issuance date of the New Money Notes. Although participants in
the Exchange Offer will not hold New Notes prior to the Early
Settlement Date, in the case of New Notes issued on the Early
Settlement Date, or the Final Settlement Date, in the case of New
Notes issued on the applicable Final Settlement Date, the first
interest payment on the New Notes will include the interest accrued
from the issuance date of the New Money Notes to the applicable
Settlement Date. Further, each holder whose Old Notes are accepted
for exchange by us will receive a cash payment (reduced as
described in the following sentence) representing Accrued Coupon
Payment, if any, that has accrued from the most recent interest
payment date in respect of the Old Notes up to, but not including,
the applicable Settlement Date; provided, that, Eligible Holders of
Old Notes will not receive Accrued Coupon Payment that is due and
payable on the applicable Settlement Date if the accrued and unpaid
interest that is due and payable on the applicable Settlement Date
on the New Notes exceeds the Accrued Coupon Payment that is payable
on the applicable Settlement Date on such Old Notes. Accrued Coupon
Payment payable on Old Notes up to, but not including, the
applicable Settlement Date, will be reduced by the interest accrued
on the New Notes up to, but not including, the applicable
Settlement Date.
The Exchange Offer will expire at 5:00 p.m. (New York
City time) on August 8,
2024 (such date and time with respect to the Exchange Offer,
as the same may be extended with respect to the Exchange Offer, the
"Expiration Date"). In order to be eligible to receive the Early
Participation Consideration (as set forth in the table above),
Eligible Holders must validly tender and not validly withdraw their
Old Notes on or prior to 5:00 p.m.,
New York City time, on
July 24, 2024, unless extended (such
date and time, as the same may be extended, the "Early
Participation Date"). Eligible Holders who validly tender their Old
Notes after the Early Participation Date and on or prior to the
Expiration Date will be eligible to receive only the applicable
Late Participation Consideration (as set forth in the table above).
Old Notes validly tendered may be withdrawn at any time prior to
5:00 p.m., New York City time, on July 24, 2024, unless extended (such date and
time, as the same may be extended, the "Withdrawal Date"), but not
thereafter, unless extended by us.
We have a right to elect following the Early
Participation Date and on or prior to the Expiration Date a date to
accept the Old Notes validly tendered at or prior to the Early
Participation Date (the "Early Acceptance Date"), provided that all
conditions of the Exchange Offer have been satisfied or, where
applicable, waived by us (the "Early Settlement Right"). If we
exercise the Early Settlement Right, the Early Acceptance Date will
be the date on which we accept for exchange all Old Notes validly
tendered at or prior to the Early Participation Date. Assuming that
we exercise the Early Settlement Right and all conditions of the
Exchange Offer have been satisfied, or where applicable, waived by
us, we expect that the Early Acceptance Date will be the first
Business Day following the Early Participation Date. If we exercise
the Early Settlement Right, the settlement date will be promptly
following the Early Acceptance Date (the "Early Settlement Date")
which is expected to occur on the second business day following the
Early Participation Date.
The "Final Settlement Date" for the Exchange
Offer is expected to be promptly following the Expiration Date.
Assuming that the Final Settlement Date is not extended and all
conditions of the Exchange Offer have been satisfied or, where
applicable, waived by us, we expect that the Final Settlement Date
will occur on a date promptly following the Expiration Date. We
refer to each of the Early Settlement Date and the Final Settlement
Date as a "Settlement Date."
The acceptance of Old Notes pursuant to the
Exchange Offer is subject to the Offer Cap. Telecom is offering to
exchange Old Notes (having an aggregate principal amount not to
exceed the Offer Cap) that are validly tendered by Eligible Holders
for New Notes, upon the terms and subject to the conditions set
forth in the Offering Memorandum. We reserve the right, in our sole
discretion and subject to applicable law, to increase the Offer Cap
without reinstating withdrawal rights or extending the Early
Participation Date or the Withdrawal Date with respect to the
Exchange Offer.
The following proration procedures will apply to
the Exchange Offer:
- Subject to the Offer Cap, we intend to accept for exchange all
Old Notes validly tendered (and not validly withdrawn) at or prior
to the Early Participation Date, and will only prorate such Old
Notes if the aggregate principal amount of Old Notes validly
tendered (and not validly withdrawn) at or prior to the Early
Participation Date, exceeds the Offer Cap.
- If the Exchange Offer is not fully subscribed as of the Early
Participation Date, Eligible Holders who validly tender Old Notes
after the Early Participation Date but at or prior to the
Expiration Date may be subject to proration if the aggregate
principal amount of Old Notes validly tendered (and not validly
withdrawn) at or prior to the Expiration Date exceeds the Offer
Cap.
- Subject to the Offer Cap and proration, all Old Notes validly
tendered at or prior to the Early Participation Date will be
accepted for exchange before any Old Notes validly tendered after
the Early Participation Date are accepted for exchange.
Furthermore, if the Exchange Offer is fully subscribed as of the
Early Participation Date, Eligible Holders who validly tender Old
Notes after the Early Participation Date will not have any of their
Old Notes accepted for exchange, provided that such Old Notes may
be accepted for exchange if we increase the Offer Cap, which we are
entitled to do in our sole discretion. There can be no assurance
that we will increase the Offer Cap.
- Old Notes must be tendered on behalf of each beneficial owner
due to potential proration.
Telecom's obligation to accept Old Notes tendered
in the Exchange Offer is also subject to the satisfaction of
certain conditions applicable to the Exchange Offer including (1)
certain customary conditions, including that we 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 us of the Exchange Offer, (2)
our receipt of aggregate gross proceeds upon completion of
the New Money Offering, (3) the likelihood that the New
Notes are treated as part of the "same issue" as the New Money
Notes for U.S. federal income tax purposes, as determined on the
Early Acceptance Date or the Expiration Date, as applicable, and
(4) in the case of Argentine Entity Offerees and
Non-Cooperative Jurisdiction Offeree, upon its delivery of a
properly completed Agent's Message in which such Eligible Holder
shall identify itself as Argentine Entity Offeree or
Non-Cooperative Jurisdiction Offeree, as the case may
be. Subject to applicable law and limitations
described in the Exchange Offer Memorandum, Telecom may waive any
of these conditions in its sole discretion. See "Description of the
Exchange Offer—Conditions to the Exchange Offer" in the Exchange
Offer Memorandum.
The purpose of the Exchange Offer is to acquire a
portion of the outstanding Old Notes as part of a plan to extend
the maturity profile of our existing debt.
Prior to the commencement of the Exchange Offer,
we priced an international capital markets offering of New Money
Notes, the consummation of which is subject to customary closing
conditions (the "New Money Offering"). We anticipate settling
the New Money Offering on July 18,
2024.
Prior to the commencement of the Exchange Offer,
we announced the commencement of a cash tender offer (the "Cash
Tender Offer") for up to U.S.$100
million aggregate principal amount of our 8.500% senior
amortizing notes due 2025. The Exchange Offer is not
conditioned on the successful consummation of the Cash Tender
Offer. Similarly, the Cash Tender Offer is not conditioned on
the successful consummation of the Exchange Offer.
This announcement is not deemed to be an offer to
buy or a solicitation of an offer to sell any of our securities in
the New Money Offering or the Cash Tender Offer. Neither the
New Money Offering nor the Cash Tender Offer is being made pursuant
to this announcement. The New Money Offering and the Cash Tender
Offer are being made solely on the terms and subject to the
conditions set out in a respective separate offer document.
If and when issued, the New Notes and the New
Money Notes will not be registered under the Securities Act, or any
state securities law or the securities laws of any other
jurisdiction. Therefore, the New Notes and the New Money
Notes may not be offered or sold in the
United States or to any U.S. persons absent registration or
an applicable exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and any
applicable state securities laws.
Morrow Sodali International LLC will act as the
Information and Exchange Agent (as defined in the Exchange Offer
Memorandum) for the Exchange Offer. Any questions or requests for
assistance may be directed to the Information and Exchange Agent
via email to
telecomargentina@investor.morrowsodali.com, or at the
telephone numbers: +1 203 658 9457 (Stamford) or +44 20 4513 6933
(London). You may also
contact your broker, dealer, commercial bank, trust company or
other nominee for assistance concerning the Exchange Offer. The
Exchange Offer Documents are available for Eligible Holders
at the following web address:
https://projects.morrowsodali.com/telecomargentinaexchange.
Subject to applicable law and the requirements of the
Luxembourg Stock Exchange on which the Old Notes are listed, the
Exchange Offer may be amended, extended or, upon failure of a
condition to be satisfied or waived 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
amend, at any time, the terms of the Exchange Offer in accordance
with applicable law. We will give Eligible Holders notice of any
amendments and will extend the Expiration Date if required by
applicable law.
Eligible 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, an Exchange Offer before the
deadlines specified in this announcement. The deadlines set
by any such intermediary for the submission of tender instructions
will be earlier than the relevant deadlines specified in this
announcement.
Forward-Looking
Statements
All statements in this announcement, other
than statements of historical fact, are forward-looking statements.
These statements are based on expectations and assumptions on the
date of this announcement and are subject to numerous risks and
uncertainties which could cause actual results to differ materially
from those described in the forward-looking statements. Risks and
uncertainties include, but are not limited to, market conditions,
and factors over which the Company has no control. The Company
assumes no obligation to update these forward-looking statements,
and does not intend to do so, unless otherwise required by
law.
Important Notice
This announcement is not an offer of
securities for sale in the United
States, and none of the New Notes has been or will be
registered under the Securities Act or any state securities
law. They may not be offered or sold within the United States or to, or for the account or
benefit of, U.S. persons except pursuant to an exemption from, or
in a transaction not subject to the registration requirements of
the Securities Act. This announcement does not constitute an
offer of the New Notes for sale, or the solicitation of an offer to
buy any securities, in any state or other jurisdiction in which any
offer, solicitation or sale would be unlawful. Any person
considering making an investment decision relating to any
securities must inform itself independently based solely on an
offering memorandum to be provided to eligible investors in the
future in connection with any such securities before taking any
such investment decision.
This announcement is directed only to
holders of Old Notes who are (i) QIBs, (ii) if outside
the United States, holders of Old
Notes other than U.S. persons and who are not acquiring New Notes
for the account or benefit of a U.S. Person, in offshore
transactions in compliance with Regulation S under the Securities
Act, and who are Non-U.S. qualified offerees other than Argentine
Entity Offerees and Non-Cooperative Jurisdiction Offerees,
(iii) Argentine Entity Offerees or (iv) Non-Cooperative
Jurisdiction Offerees who are authorized to participate in the
Exchange Offer.
The distribution of materials relating to
the Exchange Offer may be restricted by law in certain
jurisdictions. The Exchange Offer is void in all jurisdictions
where it is prohibited. If materials relating to the Exchange Offer
come into your possession, you are required by the Company to
inform yourself of and to observe all of these restrictions. The
materials relating to the Exchange Offer, including this
communication, do not constitute, and may not be used in connection
with, an offer or solicitation in any place where offers or
solicitations are not permitted by law. If a jurisdiction requires
that the Exchange Offer be made by a licensed broker or dealer and
a dealer manager or any affiliate of a dealer manager is a licensed
broker or dealer in that jurisdiction, the Exchange Offer shall be
deemed to be made by the dealer manager or such affiliate on behalf
of the Company in that jurisdiction.
Notice to Investors in
the EEA
The New Notes are not intended to be
offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in
the EEA. For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of Directive 2014/65/EU (as
amended, "MiFID II"); (ii) a customer within the meaning of
Directive (EU) 2016/97 (as amended, the "IDD"), where that customer
would not qualify as a professional client as defined in point (10)
of Article 4(1) of MiFID II; or (iii) not a qualified investor as
defined in Regulation (EU) 2017/1129 (as amended or superseded, the
"Prospectus Regulation"). Consequently no key information document
required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs
Regulation") for offering or selling any securities or otherwise
making them available to retail investors in the EEA has been or
will be prepared and therefore offering or selling any securities
or otherwise making them available to any retail investor in the
EEA may be unlawful under the PRIIPs Regulation.
Notice to Investors in the
UK
The New Notes are not intended to be
offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in
the UK. For these purposes, a retail investor means a person who is
one (or more) of: (i) a retail client, as defined in point (8) of
Article 2 of Regulation (EU) No 2017/565 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018
("EUWA"); (ii) a customer within the meaning of the provisions of
the Financial Services and Markets Act 2000 (as amended, the
"FSMA") and any rules or regulations made under the FSMA to
implement the Insurance Distribution Directive, where that customer
would not qualify as a professional client, as defined in point (8)
of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of
domestic law by virtue of the EUWA; or (iii) not a qualified
investor as defined in Article 2 of the Prospectus Regulation as it
forms part of domestic law by virtue of the EUWA (the "UK
Prospectus Regulation"). Consequently, no key information document
required by the PRIIPs Regulation as it forms part of domestic law
by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or
selling the Notes or otherwise making them available to retail
investors in the UK has been prepared and therefore offering or
selling the Notes or otherwise making them available to any retail
investor in the UK may be unlawful under the UK PRIIPs
Regulation.
The Information and Exchange Agent for the Exchange
Offer is:
|
|
Morrow Sodali International LLC
|
E-mail:
telecomargentina@investor.morrowsodali.com
|
Exchange Offer Website: https://projects.morrowsodali.com/telecomargentinaexchange
|
In London
103 Wigmore
Street
W1U 1QS
London
Telephone: +44 20
4513 6933
|
In Stamford
333 Ludlow
Street,
South Tower, 5th
Floor
Stamford, CT
06902
Telephone: +1 203 658
9457
|
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SOURCE Telecom Argentina S.A.