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Telecom Argentina S.A. Announces Final Results and Expiration of its Cash Tender Offer for its 6.500% Notes due 2021
[August 12, 2019]

Telecom Argentina S.A. Announces Final Results and Expiration of its Cash Tender Offer for its 6.500% Notes due 2021


BUENOS AIRES, Argentina, Aug. 12, 2019 /PRNewswire/ -- Telecom Argentina S.A. ("Telecom") announced today the final results of and expiration, as of 11:59 P.M., New York City time, on August 9, 2019 (the "Expiration Time"), of the previously announced offer to purchase (the "Offer") up to U.S.$250,000,000 aggregate principal amount (the "Tender Cap") of its outstanding 6.500% Notes due June 15, 2021 (CUSIP Nos. 12686N AT2 and P19157 AR0; ISIN Nos. US12686NAT28 and USP19157AR03; Common Codes Nos. 143337260 and 143337278) (the "Notes").

Global Bondholder Services Corporation is acting as the depositary and information agent (the "Depositary and Information Agent") for the Offer. Citigroup Global Markets Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC and Santander Investment Securities Inc. are acting as dealer managers (the "Dealer Managers") for the Offer.

The settlement for the purchase by Telecom of $30,376,000 aggregate principal amount of the Notes that had previously been validly tendered and not validly withdrawn in the Tender Offer prior to 5:00 P.M., New York City time, on July 23, 2019 (the "Early Tender Deadline") occurred on July 25, 2019.

According to information received from the Depositary and Information, holders of outstanding Notes have validly tendered an additional $3,771,000 aggregate principal amount of the Notes in the Tender Offer (the "Additional Tendered Notes").

Subject to the satisfaction or waiver of the conditions set forth in the offer to purchase, dated July 10, 2019, relating to the Offer (as amended or supplemented from time to time, the "Offer to Purchase"), holders of Additional Tendered Notes who validly tendered their Notes after the Early Tender Deadline and at or prior to the Expiration Time will receive on August 14, 2019 (the "Final Payment Date") the total consideration of U.S.$997.50 (the "Tender Offer Consideration") for every U.S.$1,000 principal amount of the Additional Tendered Notes validly tendered and accepted in the Offer, plus accrued and unpaid interest from the most recent interest payment date for such Notes to, but not including, the Final Payment Date.

Telecom's obligations to accept any Notes validly tendered and not validly withdrawn and to pay the consideration for them are set forth solely in the Offer to Purchase as described therein. The Offer is made only by, and pursuant to the terms of, the Offer to Purchase, and the information in this announcement is qualified by reference to the Offer to Purchase.

The terms and conditions of the Offer are described in (i) the Offer to Purchase, (ii) the Press Release dated July 12, 2019, where Telecom previously announced the increase of the tender cap , (iii) the Press Release dated July 24, 2019, where Telecom previously announced the early tender participation results and early payment date, and (iv) the Press Release dated July 29, 2019, where Telecom previously announced the extension of the Expiration Time and an increase to the Tender Offer Consideration from $967.50 for every $1,000 principal amount of the Notes validly tendered and accepted for purchase in the Offer to $997.50 for every $1,000 principal amount of the Notes validly tendered and accepted for purchase in the Offer.

Telecom has accepted for purchase all Additional Tendered Notes. Telecom intends to pay the Tender Offer Consideration for all Additional Tender Notes on the Final Payment Date, together with accrued and unpaid interest, and additional amounts, if any, to, but not including, the Final Payment Date, on the Additional Tendered Notes.

Telecom's obligation to pay for the Additional Tendered Notes  is subject to the satisfaction or waiver of the General Conditions (as defined in the Offer to Purchase). 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.

Notes tendered by or on behalf of persons that are (i) Argentine Entities (as defined in the Offer to Purchase) or (ii) individuals, undivided estates or legal entities residing abroad who obtain Argentine source income that are residents in a "non-cooperating jurisdiction" for Argentine income tax purposes, or that acquired the Notes with funds originating in a non-cooperating jurisdiction must be accompanied in each case with such documentation as Telecom may require to make the withholdings mandated by Argentine income tax regulations.

Forward-Looking Statements

This release may contain forward-looking statements. These statements relate to our future prospects, developments and business strategies and are identified by our use of terms and phrases such as "anticipate," "could," "would," "will," "expect," "intend," "may," and similar terms and phrases, and may include references to assumptions. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future.  We caution you that forward-looking statements are not guarantees of future performance and are based on numerous assumptions and that our actual results of operations, including our financial condition and liquidity and the development of the Argentine telecommunications industry, may differ materially from (and be more negative than) those made in, or suggested by, any forward-looking statements contained in this release.  These forward-looking statements speak only as of the date of this release and we undertake no obligation to update or revise any forward-looking statement, whether as a result of new information or future events or developments. More detailed information about these and other factors is set forth in the Offer to Purchase.





The Information Agent for the Offer is:

Global Bondholder Services Corporation

65 Broadway – Suite 404

New York, New York 10006

Attn: Corporate Actions

Banks and Brokers call: (212) 430-3774

Toll free (866)-470-4500

Email: contact@gbsc-usa.com


The Depositary for the Offer is:

Global Bondholder Services Corporation

By facsimile:

(For Eligible Institutions only):

(212) 430-3775 / 3779

 

Confirmation:
(212) 430-3774

 

By Mail:

65 Broadway, Suite 404 New York, New York 10006

By Overnight Courier:

65 Broadway, Suite 404 New York, New York 10006

By Hand:

65 Broadway, Suite 404 New York, New York 10006


Any question regarding the terms of the Offer should be directed to the Dealer Managers.


 

The Dealer Managers for the Offer are:

Citigroup Global Markets Inc.

388 Greenwich Street, 7th
Floor
New York, New York, 10013
United States
Attention: Liability
Management Group
US Toll-Free: (800) 558-3745

HSBC Securities (USA) Inc.

452 Fifth Avenue
New York, New York
10018
United States
Attention: Liability
Management Group Call
Collect: (212) 525-5552
Toll-Free: (888) HSBC 4LM

J.P. Morgan Securities LLC

383 Madison Avenue 6th Floor

New York, New York 10282

Call Collect: (212) 834-7279

Toll-Free: (866) 846-2874

Santander Investment Securities Inc.

45 E. 53rd Street
New York, New York
10022

United States

Attention: Liability Management
Call Collect: +1 (212) 940-1442
Toll-Free: (855) 404-3636

The Offer shall be available online at https://www.gbsc-usa.com/telecomargentina/ until the consummation or termination of the Offer

Cision View original content:http://www.prnewswire.com/news-releases/telecom-argentina-sa-announces-final-results-and-expiration-of-its-cash-tender-offer-for-its-6-500-notes-due-2021--300899788.html

SOURCE Telecom Argentina S.A.


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