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of $30,376,000 aggregate principal amount of the Notes that had previously been validly tendered and not validly withdrawn in the Tender Offer prior to 5:00 P.M., New York City time, on July 23, 2019 (the "Early Tender Deadline") occurred on July 25, 2019.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Telecom's obligations to accept any Notes validly tendered and not validly withdrawn and to pay the consideration for them are set forth solely in the Offer to Purchase as described therein.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.
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 Offer shall be available online at https://www.gbsc-usa.com/telecomargentina/ until the consummation or termination of the Offer
SOURCE Telecom Argentina S.A.