Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13A-16 OR 15D-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2024

Commission File Number: 001-12102

 

 

YPF Sociedad Anónima

(Exact name of registrant as specified in its charter)

 

 

Macacha Güemes 515

C1106BKK Buenos Aires, Argentina

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒    Form 40-F ☐

 

 

 

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YPF Sociedad Anónima

TABLE OF CONTENT

ITEM 1 Translation of letter to the Argentine Securities Commission dated February 6, 2024.

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Buenos Aires, February 6, 2024

Gentlemen

COMISIÓN NACIONAL DE VALORES (“CNV”)

25 de Mayo 175

City of Buenos Aires

MERCADO ABIERTO ELECTRÓNICO S.A. (“MAE”)

Maipu 1210

City of Buenos Aires

BOLSAS Y MERCADOS ARGENTINOS S.A. (“ByMA”)

Sarmiento 299

City of Buenos Aires

Present

Ref: YPF S.A. - Offer to Purchase

Our highest consideration:

We are hereby writing to you in order to attach the press release relating to the expiration and final results for the cash tender offer for any and all of the outstanding US$346,313,047.20 aggregate principal amount (post-amortization) of the 8.75% Class XXVIII notes due April 4, 2024 (the “Tender Offer” and the “2024 Notes”, respectively), as announced through a relevant fact published on January 5, 2024.

Sincerely yours,

Margarita Chun

Market Relations Manager

YPF S.A.

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YPF Sociedad Anónima Announces Expiration and Final Results with respect to its Tender Offer for Cash for Any and All of its 8.75% Senior Amortizing Notes due 2024

Buenos Aires, February 6, 2024 – YPF Sociedad Anónima (“YPF”) today announced the expiration and final results as of 5:00 p.m. (New York City time) on February 5, 2024 (the “Expiration Date”) of its previously announced cash tender offer (the “Tender Offer”) for any and all of its outstanding US$346,313,047.20 aggregate principal amount of 8.75% Senior Amortizing Notes due 2024 (the “Securities”) on the terms and subject to the conditions set forth in YPF’s Offer to Purchase dated January 5, 2024 (the “Offer to Purchase”). Capitalized terms used in this press release but not otherwise defined have the meanings given to them in the Offer to Purchase.

The table below sets forth certain information relating to the Securities and the Tender Offer, including, among other things, the aggregate principal amount of Securities tendered on or prior to the Expiration Date. We were advised by the Tender Agent and Information Agent (as defined below), that as of the Expiration Date, the aggregate principal amounts of Securities specified in the table below were validly tendered and not validly withdrawn.

 

Title of Security		CUSIP and ISIN Numbers		Principal Amount Outstanding		Aggregate Principal Amount Tendered as of Expiration Date(1)		Percentage of Aggregate  Principal Amount Outstanding Tendered(1)
8.75% Senior Amortizing Notes due 2024		CUSIP:984245 AK6 P989MJ AY7 ISIN:US984245AK63 USP989MJAY76		U.S.$346,313,047.20		U.S.$138,071,200		39.87%

 

(1)

Including the US$137,722,800 aggregate principal amount of Securities validly tendered (and not validly withdrawn) at or prior to the Early Tender Date, and the US$348,400 aggregate principal amount of Securities validly tendered (and not validly withdrawn) after the Early Tender Date but at or prior to the Expiration Date.

Pursuant to the Offer to Purchase, eligible Holders were required to validly tender and not validly withdraw their Securities prior to the Early Tender Date to be eligible to receive the Early Tender Consideration. However, Holders were able to participate in the Tender Offer by validly tendering Securities after the Early Tender Date and at or prior to the Expiration Date. In such instances, the Holders will have been eligible to receive only the Late Tender Consideration (which excludes the Early Tender Consideration). The Late Tender Consideration payable for each US$1,000 principal amount of Securities that were validly tendered (and not validly withdrawn) after the Early Tender Date and at or prior the Expiration Date will be US$950. In addition to the Late Tender Consideration, Holders whose Securities were accepted for purchase pursuant to the Tender Offer will also receive accrued and unpaid interest on their accepted Securities up to, but excluding, the Expiration Date, and any additional amounts thereon, if any. Securities that have been validly tendered after the Early Tender Date and on or prior to the Expiration Date cannot be withdrawn, except as may be required by applicable law.

Securities that have been validly tendered (and not validly withdrawn) after the Early Tender Date but at or prior to the Expiration Date and accepted for purchase by YPF pursuant to the Tender Offer are expected to be purchased by YPF on February 7, 2024 (the “Final Settlement Date”) and cancelled.

The complete terms and conditions of the Tender Offer are described in the Offer to Purchase, copies of which may be obtained from D.F. King & Co., Inc., the tender agent and information agent (the “Tender Agent and Information Agent”) for the Tender Offer by telephone at [phone] (U.S. toll free) and [phone] (banks and brokers), in writing at 48 Wall Street, 22nd Floor New York, New York 10005, or by email to [e-mail].

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YPF has engaged Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Santander US Capital Markets LLC to act as the dealer managers (the “Dealer Managers”) and Banco Santander Argentina S.A. and Banco de Galicia y Buenos Aires S.A.U., as local dealer managers (the “Local Dealer Managers”) in connection with the Tender Offer. Questions regarding the terms of the Tender Offer may be directed to Citigroup Global Markets Inc. by telephone at [phone] (U.S. toll free) or [phone] (collect), J.P. Morgan Securities LLC by telephone at [phone] (U.S. toll free) or + 1 [phone] (collect) and Santander US Capital Markets LLC by telephone at [phone] (U.S. toll free) or [phone] (collect).

None of YPF, the Dealer Managers, the Local Dealer Managers, the Tender Agent and Information Agent or the trustee for the Securities, or any of their respective affiliates, is making any recommendation as to whether Holders should or should not tender any Securities in response to the Tender Offer or expressing any opinion as to whether the terms of the Tender Offer are fair to any holder. Holders must make their own decision as to whether to tender any of their Securities and, if so, the principal amount of Securities to tender. Please refer to the Offer to Purchase for a description of the offer terms, conditions, disclaimers and other information applicable to the Tender Offer.

This press release is for informational purposes only and does not constitute an offer to purchase or the solicitation of an offer to sell the Securities. The Tender Offer is being made solely by means of the Offer to Purchase. The Tender Offer is not being made to holders of Securities in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In those jurisdictions where the securities, blue sky or other laws require any tender offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of YPF by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction.

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Disclaimer

This release may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the United States Securities Exchange Act of 1934, as amended, including those related to the tender for Securities and whether or not YPF will consummate the Tender Offer. Forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future, and, accordingly, such results may differ from those expressed in any forward-looking statements. These risks and uncertainties include, but are not limited to, general economic, political and business conditions in Argentina and South America, existing and future governmental regulations, fluctuations in the price of petroleum and petroleum products, supply and demand levels, currency fluctuations, exploration, drilling and production results, changes in reserves estimates, success in partnering with third parties, loss of market share, industry competition, environmental risks, physical risks, the risks of doing business in developing countries, legislative, tax, legal and regulatory developments, economic and financial market conditions in various countries and regions, political risks, wars and acts of terrorism, natural disasters, project delays or advancements and lack of approvals. Additional information concerning potential factors that could affect YPF’s financial results is included in the filings made by YPF and its affiliates before the Comisión Nacional de Valores in Argentina and with the U.S. Securities and Exchange Commission, in particular, in YPF’s Annual Report on Form 20-F for the fiscal year ended December 31, 2022 and its current reports filed with the U.S. Securities and Exchange Commission. In light of the foregoing, the forward-looking statements included in this document may not occur. Except as required by law, YPF does not undertake to publicly update or revise these forward-looking statements even if experience or future changes make it clear that the projected performance, conditions or events expressed or implied therein will not be realized.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

				YPF Sociedad Anónima
Date: February 6, 2024				By:		/s/ Margarita Chun
				Name:		Margarita Chun
				Title:		Market Relations Officer

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