BUENOS AIRES, Argentina, July 2, 2020 /PRNewswire/ -- YPF Sociedad Anónima ("YPF") today announced that it has commenced an exchange offer (the "Exchange Offer") for any and all of its outstanding US$1,000,000,000 aggregate principal amount of 8.500% Senior Notes due 2021 (the "Old Notes") (144A CUSIP / ISIN Nos. 984245 AM2 / US984245AM20 and Reg S CUSIP / ISIN P989MJ BG5 / USP989MJBG51) for the applicable amount of 8.500% Senior Amortizing Notes due 2025 (the "New Notes") plus certain cash consideration.
Only holders who have returned a duly completed eligibility letter certifying that they are (1) "qualified institutional buyers" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), or (2) holders of Old Notes other than "U.S. persons" (as defined in Rule 902 under the Securities Act) who are located outside of the United States and are qualified offerees in other jurisdictions, are authorized to receive the Exchange Offer Memorandum (as defined below) and to participate in the Exchange Offer (such holders, "Eligible Holders").
The following table sets forth certain material terms of the Exchange Offer:
Title of Old Notes
Outstanding Aggregate Principal Amount
Title of New Notes
Early Exchange Additional Consideration(1)
Early Exchange Consideration(1)
8.500% Senior Notes due 2021
(Regulation S CUSIP/ISIN:
8.500% Senior Amortizing Notes due 2025
US$950 of New Notes
US$50 of cash
US$50 of cash
US$950 of New Notes
US$100 of cash
(1) Per U.S.$1,000 principal amount of Old Notes validly tendered and accepted for exchange.
The Exchange Offer is scheduled to expire at 11:59 p.m., New York City time, on July 30, 2020, unless extended, re-opened or earlier terminated (such time, as may be extended, the "Expiration Time"). Upon the terms and subject to the conditions of the Exchange Offer set forth in the Exchange Offer Memorandum, dated as of July 2, 2020 (the "Exchange Offer Memorandum"), Eligible Holders who validly tender and do not validly withdraw their Old Notes on or prior to 5:00 p.m., New York City time, on July 16, 2020 (the "Early Participation Date") will be eligible to receive the early exchange consideration of US$950 principal amount of New Notes and US$100 of cash for each US$1,000 principal amount of Old Notes, which includes the early exchange additional consideration (the "Early Exchange Additional Consideration") of US$50 of cash for such Old Notes validly tendered, not validly withdrawn and accepted on the Early Settlement Date (as defined below). Eligible Holders who validly tender and do not validly withdraw Old Notes after the Early Participation Date and on or prior to the Expiration Date will be eligible to receive only the exchange consideration (the "Exchange Consideration") of US$950 principal amount of New Notes and US$50 of cash, and no Early Exchange Additional Consideration, for each US$1,000 principal amount of Old Notes validly tendered, not validly withdrawn and accepted on the Final Settlement Date (as defined below).
Completion of the Exchange Offer is subject to certain market and other conditions, including a condition that a minimum of 70% of the outstanding aggregate principal amount of Old Notes must be validly tendered, not withdrawn and accepted in the Exchange Offer on or prior to the Early Participation Date or the Expiration Date, as applicable. The Company has the right to waive or amend such conditions.
For Old Notes that are validly tendered, not validly withdrawn and accepted on or prior to the Early Participation Date, we expect settlement to occur on the second business day after the Early Participation Date (the "Early Settlement Date"), unless earlier terminated. For Old Notes that are validly tendered, not validly withdrawn and accepted after the Early Participation Date and on or prior to the Expiration Date, we expect settlement to occur on the business day immediately after the Expiration Date (the "Final Settlement Date" and, together with the Early Settlement Date, the "Settlement Dates"), unless earlier terminated.
On the applicable Settlement Date, all Eligible Holders whose Old Notes are validly tendered, not validly withdrawn and accepted for exchange will also receive a cash payment equal to the applicable accrued and unpaid interest on the Old Notes validly tendered from the last interest payment date up to, but excluding, such Settlement Date, less the amount of interest accrued on the New Notes from the closing date of the New Notes to, but excluding, such Settlement Date.
Tenders of Old Notes may be validly withdrawn at any time prior to 5:00 p.m., New York City time, on July 16, 2020, and, in the event that the Exchange Offer is amended in a manner that we determine constitutes a material change, we will extend the Exchange Offer for a period of two (2) to ten (10) business days, depending upon the significance of the amendment and the manner of disclosure to the Eligible Holders, if the Exchange Offer would otherwise have expired during that two (2) to ten (10) business day period.
Upon the terms and subject to the conditions of the Exchange Offer set forth in the Exchange Offer Memorandum, all Old Notes validly tendered and not validly withdrawn that are delivered prior to the Early Participation Date or Expiration Time, as applicable, will be accepted for exchange. YPF reserves the absolute right to amend, terminate or withdraw the Exchange Offer in its sole discretion, and to not accept for exchange any Old Notes not theretofore accepted for exchange, subject to disclosure and other requirements as required by applicable law. In the event of termination or withdrawal of the Exchange Offer, Old Notes tendered and not accepted for exchange pursuant to the Exchange Offer will be promptly returned to the tendering holders.
If and when issued, the New Notes will not be registered under the Securities Act or any state securities laws. Therefore, the New Notes may not be offered or sold in the United States of America absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.
The complete terms and conditions of the Exchange Offer are described in the Exchange Offer Memorandum, copies of which may be obtained from D.F. King & Co., Inc., the exchange agent and information agent (the "Exchange Agent and Information Agent") for the Exchange Offer, at www.dfking.com/ypf, by telephone at +1 (800) 848-3410 (U.S. toll free) and +1 (212) 269-5550 (collect), in writing at 48 Wall Street, 22nd Floor New York, New York 10005, or by email to email@example.com.
YPF has engaged Citigroup Global Markets Inc., Itau BBA USA Securities, Inc. and Santander Investment Securities Inc. to act as the dealer managers (the "Dealer Managers") in connection with the Exchange Offer. Questions regarding the terms of the Exchange Offer may be directed to Citigroup Global Markets Inc. by telephone at +1 (800) 558-3745 (U.S. toll free) or +1 (212) 723-6106 (collect), Itau BBA USA Securities, Inc. by telephone at +1 (888) 770-4828 (U.S. toll free) or + 1 (212) 710-6749 (collect) and Santander Investment Securities Inc. by telephone at +1 (855) 404-3636 (U.S. toll free) or +1 (212) 940-1442 (collect).
None of YPF, the Dealer Managers, the Exchange Agent and Information Agent or the trustee for the Old Notes, or any of their respective affiliates, is making any recommendation as to whether Holders should or should not tender any Old Notes in response to the Exchange Offer or expressing any opinion as to whether the terms of the Exchange Offer are fair to any holder. Holders must make their own decision as to whether to tender any of their Old Notes and, if so, the principal amount of Old Notes to tender. Please refer to the Exchange Offer Memorandum for a description of the offer terms, conditions, disclaimers and other information applicable to the Exchange Offer.
Eligible Holders of Old Notes are advised to check with any bank, securities broker or other intermediary through which they hold Old Notes as to when such intermediary would need to receive instructions from an Eligible Holder in order for that Eligible Holder to be able to participate in, or withdraw their instruction to participate in, the Exchange Offer before the deadlines specified in the Exchange Offer Memorandum. The deadlines set by any such intermediary or relevant clearing system for the submission of tender instructions may be earlier than the relevant deadlines specified above.
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 Old Notes. The Exchange Offer is being made solely by means of the Exchange Offer Memorandum (and the applicable document in Argentina).
This press release is not an offer of securities for sale in the United States, and none of the New Notes has been or will be registered under 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 press release does not constitute an offer of the New Notes 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 Old Notes who are Eligible Holders. No offer of any kind is being made to any beneficial owner of Old Notes who is not an Eligible Holder or any other beneficial owner located in a jurisdiction where the Exchange Offer is not permitted by law.
The distribution of materials relating to the Exchange Offer may be restricted by law in certain jurisdictions. The Exchange Offer is void in all jurisdictions where it is prohibited. The materials relating to the Exchange Offer, 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 materials relating to the Exchange Offer come into your possession, you are required by the Company to inform yourself of and to observe all of these restrictions. The Company does not intend to register the New Notes in the United States or to conduct a public offering of the New Notes in any jurisdiction. In those jurisdictions where the securities, blue sky or other laws require any exchange offer to be made by a licensed broker or dealer, the Exchange 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.
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 Old Notes and whether or not YPF will consummate the Exchange 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, the effects on the economy of Argentina of pandemics such as the novel coronavirus and its implications on global and regional economic growth prospects, supply chain, creditworthiness, counter-party risk, as well as any disruption on logistical, operational and labor matters. Additional information concerning potential factors that could affect YPF's financial results are 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, 2019 and its current reports filed with the 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.
Macacha Güemes 515
C1106BKK Buenos Aires (Argentina)
Phone: 54 11 5441 1215
Fax: 54 11 5441 2113
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SOURCE YPF Sociedad Anónima