Mastellone Hermanos S.A. Announces Early Tender Results under its Exchange Offer Relating to its 12.625% Series F Notes due 2021

BUENOS AIRES, Argentina, June 15, 2021 /PRNewswire/ -- On June 1, 2021, Mastellone Hermanos S.A. (the "Company") announced the commencement of its offer to exchange (the "Offer" or "Exchange Offer") US$162,750,139 principal amount (the "Maximum Tender Amount"), or 81.50%, of the aggregate principal amount of its outstanding 12.625% Series F Notes due 2021 (the "Existing Notes") into newly issued 10.95% Senior Secured Notes 2026 (the "New Notes") upon the terms and subject to the conditions set forth in the Exchange Offer Memorandum (the "Exchange Offer Memorandum"), dated June 1, 2021, the related Eligibility Letter, and, where applicable, the related Letter of Transmittal (together the "Offer Documents").  Capitalized terms not defined herein shall have the meaning ascribed to them in the Offer Documents.

The Company hereby announces that, as of 5:00 p.m., New York City time, on June 14, 2021 (the "Early Tender Date"), approximately US$159.8 million in aggregate principal amount of Existing Notes, representing approximately 80.03% of the aggregate principal amount of Existing Notes outstanding, have been tendered in the Exchange Offer. The Withdrawal Date has expired and Eligible Holders may no longer validly withdraw Existing Notes tendered in the Exchange Offer.

As described in the Exchange Offer Memorandum, unless waived by the Company (subject to applicable law), the consummation of the Exchange Offer is subject to the satisfaction of:

• the condition that at least 81.50% of the outstanding principal amount of the Existing Notes has been tendered in the Offer (the "Minimum Tender Condition");
• the condition that the Company shall have completed the Financings (as defined in the Exchange Offer Memorandum), on terms and conditions satisfactory to the Company, and that the Company shall have received net cash proceeds from the Financings on or prior to the Settlement Date, applied such net proceeds as described herein and obtained a prior or concurrent discharge of the entire indebtedness on the Existing Notes not delivered to the Existing Notes Trustee for cancellation on or prior to the Settlement Date; and
• the other conditions described in the section of the Exchange Offer Memorandum entitled "The Offer—The Conditions."

The Company may waive, in its sole discretion, any of the conditions, including the Minimum Tender Condition, to the consummation of the Offer, subject to applicable law. See "The Offer—The Conditions" in the Exchange Offer Memorandum.  The terms of the Exchange Offer remain unchanged.

As described in the Exchange Offer Memorandum, the Offer will expire at 11:59 p.m., New York City time, on June 28, 2021 (the "Expiration Date").  Eligible Holders who validly tender Existing Notes after the Early Tender Date but on or prior to the Expiration Date will be eligible to receive, for each US$1,000 principal amount of Existing Notes validly tendered, US$675 principal amount of New Notes and US$325 in cash consideration as detailed in the Exchange Offer Memorandum.

Global Bondholder Services Corporation is the Exchange and Information Agent for the Offer. Questions or requests for assistance related to the Offer or for additional copies of the Offer Documents may be directed to Global Bondholder Services Corporation at (866) 924-2200 (toll free). You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer. The Offer Documents are available for Eligible Holders at the following web address: https://gbsc-usa.com/eligibility/mastellone.

Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Santander Investment Securities Inc. are acting as dealer managers (the "Dealer Managers") for the Offer.

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 (other than Argentina, in which the public offering of the New Notes was authorized by the CNV in accordance with the Argentine Capital Markets Law and the CNV Rules).  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 press release 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. 

Forward-Looking Statements

All statements in this press release, other than statements of historical fact, are forward-looking statements. Specifically, the Company cannot assure you that the proposed transactions described above will be consummated on the terms currently contemplated, if at all. These statements are based on expectations and assumptions on the date of this press release 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.

Notice to Eligible Holders of Existing Notes in the European Economic Area

In any Member State, the Exchange Offer Memorandum is only addressed to and is only directed at Qualified Investors, as defined in the Prospectus Regulation.   The Exchange Offer Memorandum has been prepared on the basis that any offer of New Notes in any member state of the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of New Notes.  Accordingly any person making or intending to make an offer in that Member State of New Notes which are the subject of the offering contemplated in the Exchange Offer Memorandum may only do so in circumstances in which no obligation arises for the Company or any of the Dealer Managers to publish a prospectus pursuant to Article 3 of the Prospectus Regulation in relation to such offer.  Neither the Company nor the Dealer Managers have authorized, nor do they authorize, the making of any offer of New Notes in circumstances in which an obligation arises for the Company or any or the Dealer Managers to publish a prospectus for such offer.  Neither the Company nor the Dealer Managers have authorized, nor do they authorize, the making of any offer of New Notes through any financial intermediary, other than offers made by the Dealer Managers, which constitute the final placement of the New Notes contemplated in the Exchange Offer Memorandum. For the purpose of the above provisions, the expression "Prospectus Regulation" means Regulation (EU) 2017/1129. 

Notice to Eligible Holders of Existing Notes in the United Kingdom

In the United Kingdom, the Exchange Offer Memorandum is only addressed to and is only directed at Qualified Investors, as defined in the UK Prospectus Regulation.  The Exchange Offer Memorandum has been prepared on the basis that any offer of New Notes in the United Kingdom will be made pursuant to an exemption under the UK Prospectus Regulation from the requirement to publish a prospectus for offers of New Notes.  Accordingly any person making or intending to make an offer in the United Kingdom of New Notes which are the subject of the offering contemplated in the Exchange Offer Memorandum may only do so in circumstances in which no obligation arises for the Company or any of the Dealer Managers to publish a prospectus pursuant to Article 3 of the UK Prospectus Regulation in relation to such offer.  Neither the Company nor the Dealer Managers have authorized, nor do they authorize, the making of any offer of New Notes in circumstances in which an obligation arises for the Company or any or the Dealer Managers to publish a prospectus for such offer.  Neither the Company nor the Dealer Managers have authorized, nor do they authorize, the making of any offer of New Notes through any financial intermediary, other than offers made by the Dealer Managers, which constitute the final placement of the New Notes contemplated in the Exchange Offer Memorandum.  For the purpose of the above provisions, the expression "UK Prospectus Regulation" means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA").

The Information and Exchange Agent for the Exchange Offer is:

The Dealer Managers for the Exchange Offer are:

SOURCE Mastellone Hermanos S.A.

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