The Province of Mendoza Announces Amendment and Extension of Invitation

CITY OF MENDOZA, MENDOZA, Argentina, July 6, 2020 /PRNewswire/ -- The Province of Mendoza (the "Province") today announced that it has amended its previously announced invitation to participate in a liability management transaction relating to its outstanding U.S.$590,000,000 8.375% Notes due 2024 (the "Existing Notes") pursuant to which new notes (the "New Notes") may be issued by the Province (the "Invitation").  Based on constructive input from certain investors, we have determined to revise the terms of the Invitation as set forth in the amended and restated invitation memorandum dated July 6, 2020 (the "Amended and Restated Invitation Memorandum").

The principal changes to the Province's original invitation are summarized below:

(i)  we are extending the expiration of the Invitation from 9:00 a.m. (New York Time ("NYT")) on July 6, 2020, to 9:00 a.m. (NYT) on July 27, 2020 (such time and date, as may be further extended or earlier terminated by the Province, the "Expiration"), and the deadline to revoke Tender Orders (as defined in the Amended and Restated Invitation Memorandum) to July 10, 2020 at 9:00 a.m. (NYT) (the "Revocation Deadline");

(ii)  we are offering to pay holders who tender their Existing Notes by July 20, 2020 at 9:00 a.m. (NYT) (the "Consent Payment Eligibility Deadline") a fee in an amount equal to U.S.$41.88 for each U.S.$1,000 principal amount of Existing Notes (as applicable, the "Consent Payment");

(iii) we are substantially modifying the financial terms of the New Notes, including by increasing certain step-up coupon payments, accruing interest on the New Notes from and including May 19, 2020, increasing the number of amortization payments from 11 to 13 semi-annual equal installments starting on November 19, 2023 and with final maturity on November 19, 2029; and adding a redemption provision at the option of the Province;

(iv) we are proposing to eliminate certain restrictive covenants of the Existing Notes as described under "Terms of the Invitation—Proposed Modifications" in the Amended and Restated Invitation Memorandum; and

(v)  we are adding certain rights of holders of New Notes in connection with any voluntary offer to purchase or exchange or solicitation of consents to amend any Existing Notes that were not exchanged or amended pursuant to the Invitation. See "Description of the New Notes—Rights Upon Future Offers" in the Amended and Restated Invitation Memorandum.

Except as described above, the terms of the Invitation remain unchanged. Holders who have previously validly tendered (and do not revoke) their Existing Notes pursuant to the original Invitation will, and do not need to re-tender their Existing Notes to, be eligible to receive the Consent Payment. The Province reserves its right to waive or further modify any term of, extend or terminate, the Invitation at any time and in its sole discretion.

The Province has engaged Credit Suisse Securities (USA) LLC and AdCap Securities Ltd. to act as dealer managers for the invitation. D.F. King is acting as information, tabulation and exchange agent. Any questions or requests for assistance regarding the Invitation may be directed to Credit Suisse Securities (USA) LLC, Inc. at +1 (212) 538-2147 (Collect) - +1 (800) 820-1653 (Toll-free) or AdCap Securities Ltd. at +1 646 280 8732.

Eligible Holders, or custodians for such holders, of Existing Notes may obtain a copy of the Amended and Restated Invitation Memorandum by contacting the dealer managers by calling any one of the numbers above or D.F. King at its email address [email protected] or telephone number (866) 342-2676 or by download, following registration, via: https://sites.dfkingltd.com/mendoza.

Important Notice

This announcement is not an offer of securities for sale in the United States, and the New Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and 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 New Notes (as defined in the Amended and Restated Invitation Memorandum) 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 beneficial owners of Existing Notes who are (A) "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (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 the United Kingdom ("UK" and together with EEA each, a "Relevant State"), "qualified investors" as defined in Regulation (EU) 2017/1129 (as amended or superseded, the "Prospectus Regulation") and (z) if outside the EEA or the UK, is 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 Existing Notes who does not meet the above criteria or any other beneficial owner located in a jurisdiction where the Invitation is not permitted by law.

The distribution of materials relating to the Invitation may be restricted by law in certain jurisdictions. The Invitation is void in all jurisdictions where it is prohibited. If materials relating to the Invitation come into your possession, you are required by the Province to inform yourself of and to observe all of these restrictions. The materials relating to the Invitation, 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 Invitation 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 Invitation shall be deemed to be made by the dealer manager or such affiliate on behalf of the Province 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 Province has no control. The Province 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 a Relevant State. 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), 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 the Prospectus Regulation. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the New Notes or otherwise making them available to retail investors in a Relevant State has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in a Relevant State may be unlawful under the PRIIPs Regulation. References to Regulations or Directives include, in relation to the UK, those Regulations or Directives as they form part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 or have been implemented in UK domestic law, as appropriate.

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 Province.

Other than with respect to distributions by the Province, this announcement is for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Promotion Order, (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (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 the announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

SOURCE The Province of Mendoza