Telecom Argentina S.A. announced 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 in the offer to purchase dated July 8, 2024 (as it may be amended or supplemented from time to time, the "Statement"), up to USD 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 USD 1,000 principal amount of Notes purchased pursuant to the Offer will be (i) USD 993 per USD 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of Notes (the "Early Tender Offer Consideration") payable only in respect of Notes validly tendered and not validly withdrawn at or prior to 5:00 P.M.New York City time on July 19, 2024 (the "Early Tender Deadline") and accepted for purchase, or (ii) USD 963 per USD 1,000 principal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 Only Notes validly tendered and not validly withdrawn at or before the Early Tender Deadline will be eligible to receive the Early Tender Offer Consideration.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. 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 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, The company may launch an offer to exchange (the "Exchange Offer") 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 the company 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 USD 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.