Telecom Argentina S.A. Announces the Commencement of the Exchange Offer and Consent Solicitation Relating to its 6.500% Notes due 2021.

BUENOS AIRES, Argentina, July 7, 2020 /PRNewswire/ --

Telecom Argentina S.A.

Exchange Offer to Exchange, Any and All of its Outstanding

6.500% Notes due June 15, 2021

(CUSIP Nos. 12686NAT2 and P19157AR0; ISIN Nos. US12686NAT28 and USP19157AR03);

and

Solicitation of Proxies to Vote in Favor of Amendments in Respect of the Indenture Governing the 6.500% Notes due June 15, 2021 (the "Exchange Offer and Consent Solicitation").

Telecom Argentina S.A. ("Telecom" or the "Company") hereby announces the commencement of (i) its offer to exchange (the "Exchange Offer") any and all of the outstanding 6.500% Notes due June 15, 2021 (the "Old Notes") for newly issued 8.500% Senior Amortizing Notes due 2025 of Telecom (the "New Notes") and Cash Consideration (as defined below) and (ii) its solicitation of consents (the "Consent Solicitation") to vote in favor of certain amendments in respect of the indenture governing the Old Notes and the Old Notes (the "Proposed Amendments"), each upon the terms and subject to the conditions set forth in the offering memorandum (the "Exchange Offer and Consent Solicitation Memorandum"), dated July 7, 2020, the related eligibility letter (the "Eligibility Letter"), the related proxies to vote in favor of the Proposed Amendments (the "Proxy Documents") and, where applicable, the related Letter of Transmittal, as defined below (together the "Exchange Offer and Consent Solicitation 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, (4) "non-U.S. persons" who are Non-Cooperating 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 and Consent Solicitation Memorandum and to participate in the Exchange Offer and Consent Solicitation (such holders, "Eligible Holders"); provided that Argentine Entity Offerees and Non-Cooperating Jurisdiction Offerees may not participate in the Exchange Offer and Consent Solicitation 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 Offer and Consent Solicitation Memorandum.  

Upon the terms and subject to the conditions set forth in the Exchange Offer and Consent Solicitation Documents, Eligible Holders who validly tender Old Notes and deliver their Proxy Documents at or prior to the Early Participation Date, and whose Old Notes are accepted for exchange by us, will receive, for each $1,000 principal amount of Old Notes so tendered, a principal amount of New Notes set forth in the table below under the heading "Principal Amount of New Notes" (the "New Notes Consideration") plus an amount of cash set forth in the table below under the heading "Early Cash Consideration" (the "Early Cash Consideration" and, together with the New Notes Consideration, the "Early Participation Payment"). Eligible Holders who validly tender Old Notes and deliver the Proxy Documents after the Early Participation Date, but on or prior to the Expiration Date, and whose Old Notes are accepted for exchange by us, will be eligible to receive, for each $1,000 principal amount of Old Notes so tendered, the New Notes Consideration and only an amount of cash set forth in the table below under the heading "Late Cash Consideration" (the "Late Cash Consideration" and together with the New Notes Consideration, the "Late Participation Payment"). We refer to the Early Participation Payment and the Late Participation Payment as the "Exchange Consideration". 

In addition to the applicable Exchange Consideration, Eligible Holders whose Old Notes are accepted for exchange in the Exchange Offer will also receive accrued and unpaid interest in respect of such exchanged Old Notes from the last interest payment date to, but not including, the Settlement Date (as defined below) (such payment, the "Accrued Interest Payment"). 

We intend to convene an extraordinary meeting (the "Noteholders Meeting") of holders of our outstanding Old Notes, expected to be held in Buenos Aires, Argentina, on or about August 5, 2020 on First Call (as defined in the Exchange Offer and Consent Solicitation Statement) and on a later date to be determined by us on Second Call (as defined in the Exchange Offer and Consent Solicitation Statement) in case of lack of a requisite quorum on First Call, to consider and vote on the Proposed Amendments. The Proposed Amendments, if adopted, would amend and/or remove certain events of default, covenants and other provisions from the Old Notes Indenture and the Old Notes.

The following table sets forth certain material terms of the Exchange Offer:

(1)  The Old Notes are currently listed on the Luxembourg Stock Exchange and traded on its Euro MTF Market and are listed on the BYMA (as defined below) and are traded on the MAE (as defined below).

(2)   Per U.S.$1,000 principal amount of Old Notes validly tendered and accepted for exchange. The Exchange Consideration does not include the Accrued Interest Payment.

 The Exchange Offer and Consent Solicitation will expire at 11:59 p.m. (New York City time) on August 3, 2020 (such date and time with respect to the Exchange Offer and Consent Solicitation, as the same may be extended with respect to such Exchange Offer and Consent Solicitation, the "Expiration Date"). In order to be eligible to receive the Early Participation Consideration and Cash Consideration, eligible holders of Old Notes must validly tender their Old Notes and deliver the Proxy Documents and not validly withdraw or revoke, as applicable, on or prior to 5:00 p.m., New York City time, on July 20, 2020, unless extended (such date and time, as the same may be extended, the "Early Participation Date"). Eligible Holders of Old Notes who validly tender their Old Notes and deliver the Proxy Documents after the Early Participation Date, but on or prior to the Expiration Date, will be eligible to receive only the Late Participation Consideration and Cash Consideration. Old Notes validly tendered and Proxy Documents validly delivered may be validly withdrawn or revoked, as applicable, at any time prior to 5:00 p.m., New York City time on July 20, 2020, unless extended by the Company in its sole discretion (such date and time, as the same may be extended, the "Withdrawal Date"), but not thereafter.  The Settlement Date for the Exchange Offer will be promptly following the Expiration Date and is expected to be on or about August 6, 2020, which is the third business day after the Expiration Date (as the same may be extended with respect to the Exchange Offer).

If you tender your Old Notes in the Exchange Offer, you must also deliver the Proxy Documents pursuant to the Consent Solicitation and holders who wish to deliver the Proxy Documents pursuant to the Consent Solicitation must tender their Old Notes in the Exchange Offer.

Telecom's obligation to accept Old Notes tendered and Proxies delivered in the Exchange Offer is subject to the satisfaction of certain conditions applicable to the Exchange Offer and Consent Solicitation, including (1) certain customary conditions, including that Telecom will not be obligated to consummate the Exchange Offer and Consent Solicitation 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 and Consent Solicitation or materially impair the contemplated benefits to Telecom of the Exchange Offer and Consent Solicitation, (2) 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. In addition, the Company's obligation to accept and exchange Old Notes validly tendered pursuant to the Exchange Offer and Consent Solicitation is subject to the condition that New Notes and/or New Money Notes (as defined below) for an aggregate principal amount of no less than $250,000,000 will be issued pursuant to the Exchange Offer and Consent Solicitation and the Concurrent New Money Offering (as defined below)(the "Minimum Issuance Condition"). Subject to applicable law and limitations described in the Exchange Offer and Consent Solicitation Memorandum, Telecom may waive any of these conditions in its sole discretion. See "Description of the Exchange Offer and Consent Solicitation—Conditions to the Exchange Offer and Consent Solicitation" in the Exchange Offer and Consent Solicitation Memorandum.

The Company intends to offer for cash 8.500% Senior Amortizing Notes due 2025 (the "New Money Notes") which will have identical terms and conditions as the New Notes offered in the Exchange Offer and Consent Solicitation, will have the same ISIN, CUSIP and Common Code numbers and be part of the same issue for U.S. federal income tax purposes and will constitute a single series and vote as a single class of debt securities with the New Notes under the New Notes Indenture (the "Concurrent New Money Offering"). 

The purpose of the Exchange Offer and Consent Solicitation is to extend the maturity of the debt obligations associated with the Old Notes and to amend and/or delete certain provisions of the indenture governing the Old Notes.

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 and Exchange Agent for the Exchange Offer and Consent Solicitation. Questions or requests for assistance related to the Exchange Offer and Consent Solicitation or for additional copies of the Exchange Offer and Consent Solicitation Documents may be directed to Global Bondholder Services Corporation at (866) 470-3800 (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 and Consent Solicitation. The Exchange Offer and Consent Solicitation Documents are available for Eligible Holders at the following web address: https://gbsc-usa.com/eligibility/telecom.

Citigroup Global Markets Inc., Santander Investment Securities Inc., HSBC Securities (USA) Inc., Itau BBA USA Securities, Inc. and J.P. Morgan Securities LLC  are acting as dealer managers (the "Dealer Managers") for the Exchange Offer and Consent Solicitation.

Subject to applicable law, the Exchange Offer and Consent Solicitation may be amended in any respect, 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, at any time and for any reason. 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 and Consent Solicitation (including, without limitation, the conditions thereto) 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 an Eligible Holder in order for that Eligible Holder to be able to participate in, or withdraw their instruction to participate in, the Exchange Offer and Consent Solicitation before the deadlines specified in the Exchange Offer and Consent Solicitation Documents. The deadlines set by any such intermediary for the submission of instructions will be earlier than the relevant deadlines specified above.

Important Notice

This announcement is not an offer of securities for sale in the United States, and none of the New Notes (as defined in the Exchange Offer and Consent Solicitation Memorandum) has been or will be registered under the U.S. Securities Act of 1933, as amended (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 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.  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 (A) "qualified institutional buyers" as defined in Rule 144A under the Securities Act or (B) (x) outside the United States as defined in Regulation S under the Securities Act, (y) if located within a Member State of the European Economic Area ("EEA") or in the United Kingdom, "qualified investors" as defined in Regulation (EU) 2017/1129 (the "Prospectus Regulation") and (z) if outside the EEA or the UK, are eligible to receive this offer under the laws of its jurisdiction (each an "Eligible Holder"). No offer of any kind is being made to any beneficial owner of Eligible Bonds who does not meet the above criteria or any other beneficial owner located in a jurisdiction where the Exchange Offer and Consent Solicitation is not permitted by law.

The distribution of materials relating to the Exchange Offer and Consent Solicitation may be restricted by law in certain jurisdictions. The Exchange Offer and Consent Solicitation is void in all jurisdictions where it is prohibited. If materials relating to the Exchange Offer and Consent Solicitation 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 and Consent Solicitation, 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 and Consent Solicitation 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 and Consent Solicitation shall be deemed to be made by the dealer manager or such affiliate on behalf of the Company in that jurisdiction.

Forward-Looking Statements

All statements in this press release, other than statements of historical fact, are forward-looking statements. 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 Investors in the European Economic Area and the United Kingdom

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 or in the United Kingdom. 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"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), 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  (the "Prospectus Regulation"). Consequently no key information document required by Regulation (EU) 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the New Notes or otherwise making them available to retail investors in the EEA or in the United Kingdom has been prepared and therefore otherwise offering or selling the New Notes or otherwise making them available to any retail investor in the EEA or in the United Kingdom may be unlawful under the PRIIPs Regulation

United Kingdom

For the purposes of section 21 of the Financial Services and Markets Act 2000, to the extent that this announcement constitutes an invitation or inducement to engage in investment activity, such communication falls within Article 34 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), being a non-real time communication communicated by and relating only to controlled investments issued, or to be issued, by the Company.

Other than with respect to distributions by the Company, this announcement is for distribution only directed at: (i) persons who are outside the United Kingdom; or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"); or (iii) persons falling within Articles 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Financial Promotion Order; or (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any New Notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). (all such persons together being referred to as "relevant persons"). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such New Notes will be engaged in only with relevant persons.

The Information and Exchange Agent for the Exchange Offer and Consent Solicitation is:

Any question regarding the terms of the Exchange Offer and Consent Solicitation should be directed to the Dealer Managers.

The Dealer Managers for the Exchange Offer and Consent Solicitation are:

The Exchange Offer and Consent Solicitation shall be available online at https://gbsc-usa.com/eligibility/telecom until the consummation or termination of the Exchange Offer and Consent Solicitation.

SOURCE Telecom Argentina S.A.

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