Telecom Argentina S.A.
Offer to Purchase for Cash Up to
U.S.$100,000,000 Aggregate Principal
Amount of the Outstanding
8.500% Notes due August 6,
2025
(CUSIP Nos. 879273 AT7 and P9028N AZ4; ISIN
Nos. US879273AT79 and USP9028NAZ44)
BUENOS
AIRES, Argentina, July 8, 2024
/PRNewswire/ -- Telecom Argentina S.A. ("Telecom" or "we")
hereby announces the commencement of its offer to purchase for cash
(the "Offer") from each registered holder (each, a "Holder" and,
collectively, the "Holders"), on the terms and subject to the
conditions set forth in the offer to purchase dated July 8, 2024 (as it may be amended or
supplemented from time to time, the "Statement"), up to
U.S.$100,000,000 outstanding
aggregate principal amount (reflecting, for the avoidance of doubt,
any amortization) (the "Tender Cap") of its outstanding 8.500%
Notes due August 6, 2025 (the
"Notes"). Telecom reserves the right, in its sole discretion,
subject to applicable law, to increase or decrease the Tender Cap;
however, there can be no assurance that it will do so.
Morrow Sodali International LLC is acting as the information and
tender agent (the "Information and Tender Agent") for the Offer.
Deutsche Bank Securities Inc., J.P. Morgan Securities LLC,
Santander US Capital Markets LLC, BBVA Securities Inc., BCP
Securities, Inc., Latin Securities, S.A., Agente de Valores, and
UBS Securities LLC are acting as dealer managers (the "Dealer
Managers") for the Offer.
The aggregate cash consideration for each U.S.$1,000 principal amount of Notes purchased
pursuant to the Offer will be (i) U.S.$993 per U.S. $1,000 principal amount of Notes (the "Early
Tender Offer Consideration") payable only in respect of Notes
validly tendered and not validly withdrawn at or prior to
5:00 P.M. New York City time on July 19, 2024 (the "Early Tender Deadline")
and accepted for purchase, or (ii) U.S.$963 per U.S.$1,000
principal amount of Notes (the "Tender Offer
Consideration") payable in respect of Notes validly tendered
after the Early Tender Deadline but at or before 5:00 P.M., New York
City time, on August 5, 2024
(the "Expiration Time") and accepted for purchase. Only Notes
validly tendered and not validly withdrawn at or before the Early
Tender Deadline will be eligible to receive the Early Tender Offer
Consideration. Notes validly tendered after the Early Tender
Deadline but at or before the Expiration Time will be eligible to
receive only the Tender Offer Consideration. In addition,
Telecom will pay accrued and unpaid interest and additional
amounts, if any, in respect of any Notes purchased in the Offer
from the last interest payment date to the Payment Date.
If the purchase of all validly tendered Notes would cause
Telecom to purchase a principal amount greater than the Tender Cap,
then the Offer will be oversubscribed and, if Telecom accept Notes
in the Offer, Telecom will accept for purchase tendered Notes on a
prorated basis as described below. If at the Early Tender
Deadline, the aggregate principal amount of Notes validly tendered
and not validly withdrawn by Holders exceeds the Tender Cap, we
will not accept any Notes validly tendered by Holders after the
Early Tender Deadline, unless we decide to increase the Tender Cap,
subject to applicable law, in our sole discretion.
The following table sets forth certain terms of the Offer:
Title of
Security
|
CUSIP / ISIN
Nos.
|
Original
Principal
Amount of Notes(1)
|
Principal Amount
Reflecting Any Amortization(2)
|
Tender
Cap(3)
|
Tender Offer
Consideration(4)
|
Early Tender
Offer
Consideration(5)
|
8.500%
Notes
due
August 6, 2025
|
144A
Notes
CUSIP No.: 879273
AT7
ISIN No.: US879273AT79
Regulation S
Notes
CUSIP No.: P9028N
AZ4
ISIN No.: USP9028NAZ44
|
U.S.$388,871,000
|
U.S.$260,543,570
|
U.S.$100,000,000
|
U.S.$963
|
U.S.$993
|
(1) As of July 8, 2024. This
amount does not reflect any amortizations or repurchases.
(2) The original principal amount of Notes of U.S.$388,871,000 is subject to a variable
amortization factor (the "Amortization Factor") which is calculated
in accordance with amortization payments made and expected to be
made in accordance with the terms and conditions of the
Notes. As of the date of the Statement, the Amortization
Factor is 0.67 and the aggregate outstanding principal amount of
the Notes is U.S.$260,543,570. On or
after August 6, 2024, the
Amortization Factor is expected be 0.34 and the aggregate
outstanding principal amount of the Notes is expected to be
U.S.$132,216,140.
(3) Tender Cap to be applied to the outstanding aggregate principal
amount of Notes (such aggregate principal amount of the Notes being
subject to the Amortization Factor). For the avoidance of doubt,
determination as to whether or not the Tender Cap has been exceeded
will be made based on the aggregate principal amount of the Notes
validly tendered and accepted for purchase after the application of
the Amortization Factor that is expected to be applicable on the
Payment Date (0.34).
(4) Per U.S.$1,000 principal amount
of Notes that are validly tendered at or prior to the Expiration
Time but after the Early Tender Deadline and that are accepted for
purchase. The Tender Offer Consideration will be paid following the
application of the relevant Amortization Factor applicable on the
Payment Date. The Tender Offer Consideration excludes accrued
interest. Holders whose Notes are validly tendered and accepted for
purchase pursuant to the Offer will receive accrued interest and
will be paid in U.S. dollars.
(5) Per U.S.$1,000 principal amount
of Notes that are validly tendered at or prior to the Early Tender
Deadline and that are accepted for purchase. The Early Tender Offer
Consideration will be paid following the application of the
relevant Amortization Factor applicable on the Payment Date. The
Early Tender Offer Consideration excludes accrued interest. Holders
whose Notes are validly tendered at or prior to the Early Tender
Deadline and that are accepted for purchase pursuant to the Offer
will receive accrued interest and will be paid in U.S. dollars.
The purpose of the Offer is to acquire a portion of the
outstanding Notes as part of a plan to extend the maturity profile
of our existing debt. Concurrently with the commencement of the
Offer, Telecom is announcing an offering (the "New Notes Offering")
of a new series of notes (the "New Securities") to be issued by
Telecom in reliance on an exemption from the registration
requirements of the U.S. Securities Act of 1933, as amended
(the "Securities Act"). The New Notes Offering will be made in
compliance with all the requirements of, and will be subject to the
procedural requirements established in, the Argentine Negotiable
Obligations Law No. 23,576, as amended and supplemented (the
"Negotiable Obligations Law"), Law No. 26,831, as amended and
supplemented (the "Argentine Capital Markets Law"), the General
Resolution No. 622, as amended and supplemented, issued by
the CNV, and any other applicable laws and regulations of
Argentina. Telecom expects to use
the net proceeds from the New Notes Offering, (i) to pay all
or a portion of the consideration for the Offer and accrued and
unpaid interest on the Notes validly tendered and accepted by
Telecom on or before the Expiration Time, (ii) to pay fees and
expenses incurred in connection with the Offer, (iii) to pay
or prepay in whole or in part one or more credit facilities and
(iv) the remainder, if any, for general corporate purposes. The
Offer is conditioned upon, among other things, the successful
completion of the New Notes Offering (the "Financing Condition").
No assurance can be given that the New Notes Offering will be
completed successfully. In no event will this announcement or the
information contained in this announcement regarding the New
Securities constitute an offer to sell or a solicitation of an
offer to buy any New Securities. Any investment decision to
purchase any New Securities should be made solely on the basis of
the information contained in the offering memorandum to be prepared
in connection with the New Notes Offering, which will include the
final terms of the New Securities, and no reliance is to be placed
on any information other than that contained in the offering
memorandum. Subject to compliance with all applicable securities
laws and regulations, the offering memorandum will be available
from the Dealer Managers on request. Certain of the Dealer Managers
are acting as initial purchasers in the New Notes Offering.
Upon the pricing of the New Notes Offering, we may launch an
offer to exchange (the "Exchange Offer") our outstanding 8.000%
Notes due 2026 for new securities of the same series offered in the
New Notes Offering. The offering of the New Securities is not
conditioned on the successful consummation of the Exchange Offer.
However, the Exchange Offer is expected to be contingent on the
successful consummation of the New Notes Offering. The Exchange
Offer is not being made pursuant to this announcement. The Exchange
Offer is to be made solely on the terms and subject to the
conditions set out in a separate offer document. The Dealer
Managers are expected to act as dealer managers in the Exchange
Offer. No assurances can be made that we will launch the Exchange
Offer.
If the purchase of all validly tendered Notes would cause
Telecom to purchase a principal amount greater than the Tender Cap,
then the Offer will be oversubscribed and, if Telecom accepts Notes
in the Offer, Telecom will accept for purchase tendered Notes on a
prorated basis, with the prorated aggregate principal amount of
each Holder's validly tendered Notes accepted for purchase rounded
down to the nearest U.S.$1,000.
Depending on the amount tendered and the proration factor applied,
if the principal amount of Notes returned as a result of proration
would result in less than the minimum denomination of the Notes
being tendered or returned, Telecom will accept or reject all of
such Holder's validly tendered Notes. However, Notes validly
tendered at or prior to the Early Tender Deadline will be accepted
for purchase in priority to Notes tendered after the Early Tender
Deadline.
The Early Tender Offer Consideration or the Tender Offer
Consideration, as applicable, will not be due in respect of any
Notes returned due to proration. Notes must be tendered on behalf
of each beneficial owner due to potential proration.
So long as the terms and conditions described herein (including
the Financing Condition) are satisfied, Telecom intends to accept
for payment all Notes validly tendered and not validly withdrawn at
or prior to the Early Tender Deadline, and will only prorate such
Notes if the aggregate amount of Notes validly tendered and not
withdrawn at or prior the Early Tender Deadline exceeds the Tender
Cap. If the Offer is not fully subscribed as of the Early Tender
Deadline, Notes validly tendered after the Early Tender Deadline
and at or before the Expiration Time may be subject to proration,
whereas Notes validly tendered at or prior to the Early Tender
Deadline would not be subject to proration. Furthermore, if the
Offer is fully subscribed as of the Early Tender Deadline, Notes
validly tendered after the Early Tender Deadline may not be
accepted for payment, unless Telecom decides to increase the Tender
Cap, subject to applicable law, in its sole discretion. In any
scenario, Notes validly tendered at or prior to the Early Tender
Deadline and not validly withdrawn will have priority in payment
over Notes validly tendered after the Early Tender Deadline and at
or before the Expiration Time. Telecom will announce the results of
proration, if any, by press release promptly after the Early
Acceptance Date (as defined below) or the Final Acceptance Date (as
defined below), as the case may be.
Any Notes tendered may be validly withdrawn at or before
5:00 P.M., New York City time, on July 19, 2024 (the "Withdrawal Deadline"), but
not thereafter, by following the procedures described herein.
Tenders of Notes may not be withdrawn after the Withdrawal
Deadline, unless mandated by applicable law. If the Offer is
terminated without Notes being purchased, any Notes tendered
pursuant to the Offer will be returned promptly, and neither the
Early Tender Offer Consideration nor the Tender Offer
Consideration, as the case may be, will be paid or become
payable.
Subject to the terms and conditions of the Offer (including the
Financing Condition) being satisfied or waived, we reserve the
right, at any time following the Early Tender Deadline but prior to
the Expiration Time (the "Early Acceptance Date"), to accept for
purchase the Notes validly tendered at or before the Early Tender
Deadline and not validly withdrawn at or before the Withdrawal
Deadline, subject any required proration.
Subject to the terms and conditions of the Offer being satisfied
or waived, and to our right to extend, amend, terminate or withdraw
the Offer, we will, after the Expiration Time (the "Final
Acceptance Date"), accept for purchase all Notes validly tendered
at or before the Expiration Time and not validly withdrawn at or
before the Withdrawal Deadline subject to proration, if applicable.
We will pay the Early Tender Offer Consideration and the Tender
Offer Consideration for Notes accepted for purchase at the Final
Acceptance Date on a date (the "Payment Date") promptly following
the Final Acceptance Date. We will pay the Early Tender Offer
Consideration and the Tender Offer Consideration following the
application of the relevant Amortization Factor applicable on the
Payment Date. Also, on the Payment Date, we will pay accrued and
unpaid interest, and additional amounts, if any, to, but not
including, the Payment Date, on Notes accepted for purchase at the
Final Acceptance Date.
For the avoidance of doubt, we expect to have a single Payment
Date for (i) Notes validly tendered before the Early Tender
Deadline, and (ii) Notes validly tendered after the Early Tender
Deadline and at or before the Expiration Time that are, in each
case, accepted for purchase.
Telecom's obligation to accept for purchase, and to pay for,
Notes validly tendered and not validly withdrawn pursuant to the
Offer, is subject to the satisfaction or waiver of a number of
conditions, including the Financing Condition and the General
Conditions (as defined in the Statement). Telecom reserves the
right, subject to applicable law, in its sole discretion, to waive
any of the conditions of the Offer, in whole or in part, at any
time and from time to time.
Telecom reserves the right, subject to applicable law, in its
sole discretion, to (1) extend, terminate or withdraw the Offer at
any time, (2) increase or decrease the Tender Cap, or (3) otherwise
amend the Offer in any respect, without extending the Withdrawal
Deadline. The foregoing rights are in addition to the right to
delay acceptance for purchase of Notes tendered pursuant to the
Offer or the payment of Notes accepted for purchase pursuant to the
Offer in order to comply with any applicable law, subject to Rule
14e-1(c) under the U.S. Securities Exchange Act of 1934, as amended
(the "Exchange Act"), which requires that Telecom pay the
consideration offered or return the deposited Notes promptly after
the termination or withdrawal of the Offer.
Notes tendered by or on behalf of persons that are (i) Argentine
Entities (as defined in the Statement) or (ii) Foreign
Beneficiaries (as defined in the Statement) that are residents in a
"non-cooperative jurisdiction" for Argentine income tax purposes,
or that acquired the Notes with funds originating in a
non-cooperative jurisdiction must be accompanied in each case with
such documentation as Telecom may require to make the withholdings
mandated by Argentine income tax regulations.
The Information and
Tender Agent for the Offer is:
|
|
Morrow Sodali International LLC
|
|
E-mail:
telecomargentina@investor.morrowsodali.com
|
|
Offer
Website: https://projects.morrowsodali.com/telecomargentina
|
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
|
Any question regarding the terms of the Offer
should be directed to the Dealer Managers.
The Dealer Managers for the Offer
are:
|
Deutsche Bank
Securities Inc.
1 Columbus Circle
New York, New York, 10019
United States
Attention: Liability
Management
Call Collect: (212) 250-2955
Toll-Free: (866)
627-0391
|
J.P.
Morgan
Securities
LLC
383 Madison
Avenue
New York, New York
10179
United
States
Attention: Latin
America Debt
Capital Markets
Call Collect: (212)
834-7279
Toll-Free: (866)
846-2874
|
Santander US
Capital
Markets LLC
437 Madison Ave
New York, New York 10022
United
States
Attention: Liability
Management
Call Collect: (212) 350-0660
Toll-Free: (855) 404-3636
|
BBVA Securities
Inc.
1345 Avenue of the
Americas,
44th Floor
New York, New York
10105
United States of
America
Attn: Liability
Management
Collect: +1 (212) 728
2446
U.S. Toll Fee: +1 (800)
422 8692
Email:
liabilitymanagement@bbva.com
|
BCP Securities,
Inc.
289 Greenwich
Avenue
Greenwich, CT
06830
United
States
Attention: James
Harper
(203)
629-2186
Email:
jharper@bcpsecurities.com
|
Latin Securities
S.A. Agente de Valores
Zonamérica
Ruta 8, Km
17,500
Edificio M2, Ofic.
002
Montevideo, CP
91600
Uruguay
Attention:
m.sagaseta@latinsecurities.com.uy
|
UBS Securities
LLC
1285 Avenue of the
Americas
New York, NY
10019
Attention: Liability
Management Group
Call Collect: (212)
882-5723
Toll Free: (833)
690-0971
Email:
Americas-lm@ubs.com
|
The Offer shall be available online
at https://projects.morrowsodali.com/telecomargentina until
the consummation or termination of the Offer.
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content:https://www.prnewswire.com/news-releases/telecom-argentina-sa-announces-the-commencement-of-the-tender-offer-for-its-8-500-notes-due-2025--302191216.html
SOURCE Telecom Argentina S.A.