Telecom Argentina S.A. Announces Extension of Expiration Time and Increase to Tender Offer Consideration
BUENOS AIRES, Argentina, July 29, 2019 /PRNewswire/ -- Telecom Argentina S.A. ("Telecom") announced that it is extending the expiration time to 11:59 p.m., New York City time, on August 9, 2019 (the "Expiration Time") from the previously announced expiration time of 11:59 p.m., New York City Time, on August 6, 2019. As of July 23, 2019 (the "Early Tender Deadline"), approximately U.S.$30,376,000 in aggregate principal amount of Notes have been tendered in the Offer. The approximate aggregate principal amount of Notes tendered to date amounts to U.S.$30,376,000.
The total consideration for each U.S.$1,000 principal amount of the 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) (the "Notes") validly tendered pursuant to the previously announced offer to purchase for cash up to U.S.$250,000,000 (the "Offer") after the Early Tender Deadline but at or before the Expiration Time has been increased from U.S.$967.50 per U.S.$1,000 principal amount of Notes, to U.S.$997.50 per U.S. $1,000 principal amount of Notes that Telecom accepts for purchase (the "Tender Offer Consideration"). This amendment effectively extends the Early Tender Offer Consideration to all validly tendered Notes that are not validly withdrawn and are accepted by Telecom, regardless of whether the Notes are tendered before or after the Early Tender Deadline.
The other terms of the Offer remain unchanged. The terms and conditions are described in the offer to purchase dated July 10, 2019 (as it may be amended or supplemented from time to time, the "Statement"), and in the Press Release dated July 12, 2019, where Telecom previously announced the increase of the tender cap to U.S.$250,000,000 (the "Tender Cap").
Global Bondholder Services Corporation is acting as the depositary and information agent (the "Depositary and Information Agent") for the Offer. Citigroup Global Markets Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC and Santander Investment Securities Inc. are acting as dealer managers (the "Dealer Managers") for the Offer.
In addition to the Tender Offer Consideration, Telecom will pay accrued and unpaid interest and additional amounts, if any, due in respect of any Notes purchased in the Offer after the Early Payment Date from the last interest payment date to, but not including, the Final Payment Date (as defined below).
The principal purpose of the Offer is to acquire a portion of the Notes, subject to the Tender Cap and the conditions set forth in the Statement.
If the purchase of all validly tendered Notes would cause Telecom to purchase a principal amount greater than the Tender Cap, then the Offer will be oversubscribed and, if Telecom accepts Notes in the Offer, Telecom will accept for purchase tendered Notes on a prorated basis, with the prorated aggregate principal amount of each Holder's validly tendered Notes accepted for purchase rounded down to the nearest U.S.$1,000. Depending on the amount tendered and the proration factor applied, if the principal amount of Notes returned as a result of proration would result in less than the minimum denomination of the Notes being returned, Telecom will purchase all of such Holder's validly tendered Notes. However, Notes validly tendered at or prior to the Early Tender Deadline will be accepted for purchase in priority to Notes tendered after the Early Tender Deadline. In determining whether or not the Tender Cap has been reached, (i) all Notes tendered at or prior to the Early Tender Deadline and not validly withdrawn and (ii) all Notes tendered at or prior to the Expiration Time and after the Early Tender Deadline shall be counted towards the Tender Cap.
The Tender Offer Consideration will not be due in respect of any Notes returned due to proration.
So long as the terms and conditions described in the Statement are satisfied, Telecom intends to accept for payment all Notes validly tendered after the Early Tender Deadline and at or before the Expiration Time. All Notes validly tendered after the Early Tender Deadline and at of before the Expiration Time may be subject to proration, whereas Notes validly tendered at or prior to the Early Tender Deadline would not be subject to proration.
Tenders of Notes may not be withdrawn after July 23, 2019, unless mandated by applicable law. If the Offer is terminated without additional Notes being purchased, any Notes tendered pursuant to the Offer and not purchased will be returned promptly, and the Tender Offer Consideration will not be paid or become payable.
Subject to the terms and conditions of the Offer being satisfied or waived, and to its right to extend, amend, terminate or withdraw the Offer, Telecom will, after the Expiration Time (the "Final Acceptance Date"), accept for purchase all Notes validly tendered, after the Early Tender Deadline and at of before the Expiration time, subject to proration if applicable. Telecom will pay the Tender Offer Consideration for Notes accepted for purchase at the Final Acceptance Date on a date (the "Final Payment Date") promptly following the Final Acceptance Date. Also, on the Final Payment Date, Telecom will pay accrued and unpaid interest, and additional amounts, if any, to, but not including, the Final Payment Date, on Notes accepted for purchase at the Final Acceptance Date.
Telecom's obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn pursuant to the Offer, is subject to the satisfaction or waiver of the General Conditions (as defined in the Statement). Telecom reserves the right, subject to applicable law, in its sole discretion, to waive any of the conditions of the Offer, in whole or in part, at any time and from time to time.
Telecom reserves the right, subject to applicable law, in its sole discretion, to (1) extend, terminate or withdraw the Offer at any time, (2) increase or decrease the Tender Cap, or (3) otherwise amend the Offer in any respect without extending the withdrawal deadline. The foregoing rights are in addition to the right to delay acceptance for purchase of Notes tendered pursuant to the Offer or the payment of Notes accepted for purchase pursuant to the Offer in order to comply with any applicable law, subject to Rule 14e-1(c) under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), which requires that Telecom pay the consideration offered or return the deposited Notes promptly after the termination or withdrawal of the Offer.
Notes tendered by or on behalf of persons that are (i) Argentine Entities (as defined in the Statement) or (ii) individuals, undivided estates or legal entities residing abroad who obtain Argentine source income that are residents in a "non-cooperating jurisdiction" for Argentine income tax purposes, or that acquired the Notes with funds originating in a non-cooperating jurisdiction must be accompanied in each case with such documentation as the Company may require to make the withholdings mandated by Argentine income tax regulations.
The Information Agent for the Offer is: |
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Global Bondholder Services Corporation |
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65 Broadway – Suite 404 New York, New York 10006 Attn: Corporate Actions |
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Banks and Brokers call: (212) 430-3774 Toll free (866)-470-4500 Email: [email protected] |
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The Depositary for the Offer is: |
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Global Bondholder Services Corporation |
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By facsimile: (For Eligible Institutions only): (212) 430-3775 / 3779 |
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Confirmation: |
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By Mail: 65 Broadway, Suite 404 New York, |
By Overnight Courier: 65 Broadway, Suite 404 New York, |
By Hand: 65 Broadway, Suite 404 New York, |
Any question regarding the terms of the Offer should be directed to the Dealer Managers. |
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The Dealer Managers for the Offer are: |
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Citigroup Global Markets Inc. 388 Greenwich Street, 7th |
HSBC Securities (USA) Inc. 452 Fifth Avenue |
J.P. Morgan Securities LLC 383 Madison Avenue 6th Floor New York, New York 10282 Call Collect: (212) 834-7279 Toll-Free: (866) 846-2874 |
Santander Investment 45 E. 53rd Street United States Attention: Liability Management |
The Offer shall be available online at https://www.gbsc-usa.com/telecomargentina/ until the consummation or termination of the Offer
SOURCE Telecom Argentina S.A.
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