BUENOS
AIRES, Argentina, July 25,
2024 /PRNewswire/ -- Telecom Argentina S.A.
("Telecom") announced today the Early Participation Date results
and an extension of the Early Participation Consideration for its
offer to exchange (the "Exchange Offer") up to U.S.$200,000,000 in aggregate principal amount of its
outstanding 8.000% Notes due July 18,
2026 (the "Old Notes") validly tendered and accepted for
exchange for newly issued 9.500% Senior Amortizing Notes due 2031
(the "New Notes") of Telecom.
The Exchange Offer is being made on the terms and subject to the
conditions set forth in the exchange offer memorandum, dated
July 11, 2024 (the "Exchange Offer
Memorandum"), and the supplement to the Exchange Offer Memorandum,
dated July 15, 2024 (such supplement
together with the Exchange Offer Memorandum, the "Offering
Memorandum"), and the related eligibility letter (the "Eligibility
Letter" and, together with the Offering Memorandum, the Exchange
Offer Documents"). Capitalized terms used but not defined herein
have the meanings assigned to them in the Exchange Offer
Documents.
The following table summarizes the Early Participation Date
results for the Exchange Offer as of 5:00
p.m. New York City time on
July 24, 2024 (the "Early
Participation Date") and the principal amount of Old Notes that
Telecom has accepted for exchange:
Description of
Bonds
|
CUSIP/ISIN
Nos.
|
Principal Amount
Outstanding
|
Principal Amount
Tendered
by the Early Participation
Date and Accepted for
Exchange
|
8.000% Notes due
July 18, 2026
|
Rule
144A:
CUSIP No.: 879273
AR1
ISIN No.: US879273AR14
Regulation
S:
CUSIP No.: P9028N
AV3
ISIN No.: USP9028NAV30
|
U.S.$400,000,000
|
U.S.$115,299,000
|
Telecom also announced that it is extending the offer to pay the
Early Participation Consideration through the Expiration
Date. As a result, holders of Old Notes that are validly
tendered (and not validly withdrawn) at or prior to the Expiration
Date, including those who have validly tendered (and not validly
withdrawn) Old Notes at or prior to the Early Participation Date,
and accepted for exchange (subject any required proration), will be
entitled to receive the Early Participation Consideration as set
forth in the Offering Memorandum. The complete terms and
conditions of the Exchange Offer are described in Telecom's
Exchange Offer Documents. Except as described in this press
release, the other terms of the Exchange Offer as set forth in the
Exchange Offer Documents remain unchanged.
The Withdrawal Date of 5:00 p.m.
(New York City time) on
July 24, 2024 has now passed.
Old Notes that have been validly tendered may no longer be
withdrawn, and any Old Notes validly tendered on and after the date
hereof and prior to the Expiration Date may not be withdrawn.
Telecom has elected to exercise its right to accept the Old
Notes validly tendered at or prior to the Early Participation Date
and exercise its Early Settlement Right. The early settlement
date on which Telecom will settle the Old Notes accepted in the
Exchange Offer is expected to be July 26,
2024 (the "Early Settlement Date"). The Exchange Offer
will expire at 5:00 p.m.
(New York City time) on
August 8, 2024 (the "Expiration
Date").
The New Notes issued as exchange consideration pursuant to the
Exchange Offer will be issued as additional notes under the
indenture, dated July 18, 2024,
pursuant to which Telecom issued its outstanding U.S.$500,000,000 9.500% senior amortizing notes due
2031 (the "New Money Notes"). The New Notes will be issued pursuant
to a Company Order (as defined in the Indenture), in accordance
with the terms of Sections 2.01 and 2.09 of the Indenture. On
the terms and subject to the conditions set forth in the Offering
Memorandum, Telecom will issue U.S.$115,263,000 aggregate principal amount of New
Notes as exchange consideration for Old Notes accepted in the
Exchange Offer. Considering the aggregate principal amount of
New Money Notes outstanding prior to the Early Settlement Date, the
aggregate principal amount outstanding of 9.500% senior amortizing
notes due 2031 after the Early Settlement Date is expected to be
U.S.$615,263,000 considering both the
New Notes and the New Money Notes in the aggregate.
Given that the Early Settlement Date is expected to occur within
thirteen days of the settlement of the New Money Notes, for U.S.
federal income tax purposes, the New Notes will be part of the same
issue as the New Money Notes. No assurance can be given
that the Tax Fungibility Condition will be satisfied as of the
Final Settlement Date.
In accordance with the terms of the Exchange Offer, because
accrued interest on the New Notes from the issuance date thereof,
which is expected to be the same as the issuance date of the New
Money Notes, to the Early Settlement Date will exceed accrued
interest on the Old Notes from the last payment date to the Early
Settlement Date, the Accrued Coupon Payment for Old Notes accepted
in the Exchange Offer is expected to be zero.
Morrow Sodali International LLC is acting as the
information and exchange agent (the "Information and Exchange
Agent") for the Exchange Offer.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell the Old Notes, the New Notes or
the New Money Notes. The Exchange Offer is not being made to
holders in any jurisdiction in which Telecom is aware that the
making of the Exchange Offer would not be in compliance with the
laws of such jurisdiction. In any jurisdiction in which the
securities laws or blue sky laws require the Exchange Offer to be
made by a licensed broker or dealer, the Exchange Offer will be
deemed to be made on Telecom's behalf by the dealer managers or one
or more registered brokers or dealers that are licensed under the
laws of such jurisdiction. Any questions or requests for
assistance regarding the Exchange Offer may be directed to the
dealer managers. Requests for additional copies of the
Statement and related documents may be directed to the Information
and Exchange Agent.
Only holders of Old Notes who have returned a duly completed
electronic 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) located outside of the United States (other than "U.S. persons"
(as defined in Rule 902 under the Securities Act)), who are
qualified offerees in other jurisdictions and who are not Argentine
Entity Offerees (as defined in the Eligibility Letter) or
Non-Cooperative 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-Cooperative 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
Memorandum and to participate in the Exchange Offer (such holders,
"Eligible Holders").
Forward-Looking Statements
All statements in this announcement, other than statements of
historical fact, are forward-looking statements. These statements
are based on expectations and assumptions on the date of this
announcement 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 Telecom has no control. Telecom assumes no
obligation to update these forward-looking statements, and does not
intend to do so, unless otherwise required by law.
The Information and
Exchange Agent for the Exchange Offer is:
|
|
Morrow Sodali
International LLC
|
E-mail:
telecomargentina@investor.morrowsodali.com
|
Exchange
Offer Website:
https://projects.morrowsodali.com/telecomargentinaexchange
|
In
London
103 Wigmore
Street
W1U 1QS
London
Telephone: +44 20 4513
6933
|
In
Stamford
333 Ludlow
Street,
South Tower, 5th
Floor
Stamford, CT
06902
Telephone: +1 203 658
9457
|
|
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SOURCE Telecom Argentina S.A.