Notice To The Market Arcor Announces The Tender Results And Settlement Of The Cash Tender Offer For Any And All Of Its Outstanding 7.25% Fixed Rate Notes Due 2017

BUENOS AIRES, Argentina, July 1, 2016 /PRNewswire/ -- Arcor S.A.I.C. (the "Purchaser"), Itau BBA USA Securities, Inc., J.P. Morgan Securities LLC and Santander Investment Securities Inc. (together, the "Dealer Managers") today announced the tender results and settlement of the previously-announced offer by the Purchaser to purchase for cash from each registered holder (each, a "Holder" and, collectively, the "Holders") any and all of its outstanding 7.25% Fixed Rate Notes due 2017 (the "Notes") issued by the Purchaser under the indenture dated as of October 27, 2010, as supplemented by the supplemental indenture dated November 9, 2010 (the "Offer").

The Offer expired at 5:00 p.m., New York City time, on July 1, 2016 (such date and time, the "Expiration Date").

The Purchaser has been advised that, as of the Expiration Date, U.S.$51,317,000 in aggregate principal amount of Notes, or approximately 25.66% of the Notes outstanding, have been validly tendered and not validly withdrawn pursuant to the Offer.  

Notes accepted for purchase will be paid in full by the Purchaser on July 7, 2016 (the "Settlement Date"). The Settlement Date in respect of Notes with respect to which a properly completed and duly executed notice of guaranteed delivery (the "Notice of Guaranteed Delivery") was delivered at or prior to the Expiration Date (to the extent that such Notes were not delivered prior to the Expiration Date) that were accepted by the Purchaser for purchase in the Offer will be July 7, 2016 (the "Guaranteed Delivery Settlement Date").

The Offer was made by the Purchaser pursuant to the offer to purchase dated June 22, 2016 (the "Offer to Purchase") and the related letter of transmittal (the "Letter of Transmittal") and Notice of Guaranteed Delivery (together with the Offer to Purchase and Letter of Transmittal, the "Offer Documents"). The principal purpose of the Offer was to acquire any and all of the outstanding Notes. The Purchaser intends to finance the purchase of the Notes with the proceeds of a concurrent issuance its U.S.$350,000,000 6.000% Notes due 2023.

The table below summarizes certain payment terms for the Notes and the aggregate principal amount of Notes to remain outstanding:

________________

*  Per U.S.$1,000 principal amount of Notes. In addition, Holders will receive accrued interest up to but excluding the Settlement Date.

Holders who had validly tendered and not withdrawn their Notes at or before the Expiration Date are entitled to receive U.S.$1,018.13 per U.S.$1,000 principal amount of the Notes (the "Purchase Price"), on the Settlement Date . In addition, Holders whose Notes were purchased in the Offer will receive accrued and unpaid interest in respect of their purchased Notes from the last interest payment date to, but not including, the Settlement Date. For the avoidance of doubt, accrued interest will cease to accrue on the Settlement Date for all Notes accepted in the Offer, including those tendered by the guaranteed delivery procedures set forth in the Offer to Purchase.

The obligation of the Purchaser to pay for Notes validly tendered pursuant to the Offer, or Notes with respect to which a properly completed and duly executed Notice of Guaranteed Delivery was delivered at or prior to the Expiration Date, is subject to, and conditioned upon, the satisfaction or waiver of certain conditions as set forth in the Offer Documents, in the sole discretion of the Purchaser. The terms and conditions of the Offer are described in the Offer Documents previously distributed to the Holders.

The Information and Tender Agent for the Offer is Global Bondholder Services Corporation. To contact the Information and Tender Agent, banks and brokers may call +1-212-430-3774, and others may call U.S. toll-free: 866-470-4200. Additional contact information is set forth below.

Any questions or requests for assistance or for additional copies of this notice or the Offer to Purchase may be directed to the Dealer Managers at their respective telephone numbers set forth below or, if by any Holder, to such Holder's broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

The Dealer Managers for the Offer are:

This notice does not constitute or form part of any offer or invitation to purchase, or any solicitation of any offer to sell, the Notes or any other securities in the United States or any other country, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor. The Offer is made only by and pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal and Notice of Guaranteed Delivery, and the information in this notice is qualified by reference to the Offer to Purchase and the related Letter of Transmittal and Notice of Guaranteed Delivery. None of the Purchaser, the Dealer Managers or the Information and Tender Agent has made any recommendations as to whether holders should tender their Notes pursuant to the Offer.

Documents relating to the Offer, including the Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery, are also available at www.gbsc-usa.com/arcor.

This notice to the market does not represent an offer to sell securities or a solicitation to buy securities in the United States or in any other country. This notice to the market is released for disclosure purposes only, in accordance with applicable legislation. It not does not constitute marketing material, and should not be interpreted as advertising an offer to sell or soliciting any offer to buy securities issued by the Purchaser. This notice to the market is not for distribution in or into or to any person located or resident in the United States, its territories and possessions, any state of the United States or the District of Columbia or in any jurisdiction where it is unlawful to release, publish or distribute this announcement.

Forward-Looking Statements

This notice includes and references "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may relate to, among other things, the Purchaser's business strategy, goals and expectations concerning its market position, future operations, margins and profitability.

Although the Purchaser believes the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect.

The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results and trends to differ materially from those made, projected, or implied in or by the forward-looking statements depending on a variety of uncertainties or other factors.

The Purchaser undertakes no obligation to update any of its forward-looking statements.

SOURCE Arcor S.A.I.C.

Related Links

http://www.arcor.com