The Province of Salta Announces Expiration and Receipt of Requisite Consents with respect to its Consent Solicitation

SALTA, Argentina, Feb. 22, 2021 /PRNewswire/ -- The Province of Salta (the "Province") announced today the expiration and final results of its previously announced solicitation of consents (the "Consent Solicitation") from Eligible Holders (as defined below) to amend its 9.125% Notes due 2024 (the "Notes") and the indenture governing the Notes (the "Indenture"). The Consent Solicitation was made on the terms and subject to the conditions set forth in the consent solicitation statement dated February 5, 2021 (the "Consent Solicitation Statement").

The aggregate principal amount of Notes for which consents were validly delivered pursuant to the Consent Solicitation as of 5:00 p.m. New York Time on February 19, 2021 (the "Expiration Time") was U.S.$334,285,000, representing approximately 95.51% of the principal amount of Notes outstanding. The Province has accepted all consents validly delivered by the Expiration Time.  Consents delivered are sufficient to give effect to the proposed amendments described in the Consent Solicitation Statement (the "Proposed Amendments") to amend all existing Notes and the Indenture. 

Subject to the application of transaction expenses, the Province will issue US$7,401,127 principal amount of Notes and will pay US$12,083,021 in cash, as consent consideration, to Eligible Holders whose consents have been accepted by the Province (the "Consent Consideration").  The Consent Consideration is expected to be paid on February 24, 2021 (the "Settlement Date").  The aggregate principal amount of Notes outstanding after the Settlement Date will be US$357,401,127.

In connection with the Consent Solicitation, the Province and the trustee for the Notes will enter into a supplemental indenture to the Indenture to effect the Proposed Amendments.  The supplemental indenture is expected to become operative on the Settlement Date upon the payment by the Province of the Consent Consideration to Eligible Holders whose consents have been accepted by the Province.  The Supplemental Indenture will be binding on all holders of Notes whether or not they delivered a consent to the Proposed Amendments.

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BofA Securities Inc. acted as solicitation agent (the "Solicitation Agent") and D.F. King & Co., Inc. acted as the information and tabulation agent (the "Information and Tabulation Agent").

We have not registered and will not register the Consent Solicitation or the Notes under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities law. Consents were solicited only from holders of the Notes that are: (1) "qualified institutional buyers" as defined in Rule 144A under the Securities Act ("QIBs") or (2) outside the United States in compliance with Regulation S under the Securities Act ("Regulation S") and who are "non-U.S. qualified offerees" (as defined in the Consent Solicitation Statement), and otherwise eligible to receive this solicitation under the laws of their jurisdiction (each, an "Eligible Holder"). Only holders of Notes who have certified that they were within one of the categories described in the immediately preceding sentence were authorized to receive and review the Consent Solicitation Statement and to participate in the Consent Solicitation.

This announcement is for informational purposes only and is not an invitation or a solicitation of consents from any holders of Notes. The Consent Solicitation was only made pursuant to the Consent Solicitation Statement.  

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NONE OF THE CONSENT SOLICITATION AGENT, THE TRUSTEE, THE INFORMATION AND TABULATION AGENT NOR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS OR REPRESENTATIVES HAVE MADE ANY RECOMMENDATION AS TO WHETHER ELIGIBLE HOLDERS SHOULD HAVE DELIVERED THEIR CONSENTS PURSUANT TO THE CONSENT SOLICITATION, AND NO ONE WAS AUTHORIZED BY ANY OF THEM TO MAKE SUCH A RECOMMENDATION.

The distribution of materials relating to the Consent Solicitation may have been restricted by law in certain jurisdictions. The Consent Solicitation is void in all jurisdictions where it is prohibited. The materials relating to the 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.

Forward-Looking Statements

This announcement contains certain "forward-looking" statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are based on current plans, estimates and projection, and therefore you should not put undue reliance on them. These statements are likely to relate to, among other things, the Province's goals, plans and projections regarding its financial position, results of operations, expenses, performance or the outcome of contingencies such as legal proceedings, which are based on current expectations that involve inherent risks and uncertainties, including internal or external factors that could delay, divert or change any of them in the next several years. The Province undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

Notice to Holders In the United States

The Province is making this announcement in reliance on exemptions from the registration requirements of the Securities Act.  These exemptions apply to offers and sales of securities that do not involve a public offering. The modified Notes have not been recommended by any U.S. or non-U.S. securities authorities, and these authorities have not determined that this announcement is accurate or complete. Any representation to the contrary is a criminal offense.

SOURCE The Province of Salta

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