BUENOS AIRES, Argentina, July 13, 2020 /PRNewswire/ -- YPF Sociedad Anónima ("YPF") today announced certain amendments in connection with its 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.
The following table sets forth the amended Total Early Exchange Consideration:
Title of Old Notes
Title of New Notes
8.500% Senior Notes due 2021
(144A CUSIP/ISIN: 984245 AM2 / US984245AM20)
(Regulation S CUSIP/ISIN: P989MJ BG5 / USP989MJBG51)
8.500% Senior Amortizing Notes due 2025
US$950 of New Notes
US$50 of cash
US$925 of New Notes
US$125 of cash
(1) Per U.S.$1,000 principal amount of Old Notes validly tendered and accepted for exchange.
YPF also announced that the Early Participation Date with respect to the Exchange Offer has been extended to 5:00 p.m., New York City time, on July 17, 2020 (the "Early Participation Date"), and consequently, the Early Settlement Date is now expected to be on July 21, 2020 (the second business day after the Early Participation Date). The Withdrawal Date has also been extended to 5:00 p.m., New York City time, on July 17, 2020 (the "Withdrawal Date"). Tenders of Old Notes may be validly withdrawn at any time prior to the Withdrawal Date, but will thereafter be irrevocable, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by us). The Early Settlement Date and the Withdrawal Date were both previously scheduled to expire at 5:00 p.m., New York City time, on July 16, 2020. As a result, the Early Settlement Date for the New Notes is now expected to occur on or around July 21, 2020, the second business day after the Early Participation Date.
Additionally, YPF announced that principal of the New Notes will be amortized over eight (8) equal semi-annual installments, beginning on September 23, 2021. Previously, the Exchange Offer Memorandum had contemplated an amortization schedule over four (4) equal annual installments, beginning on March 23, 2022.
Eligible Holders that have previously tendered their Existing Notes pursuant to the procedures set forth in the Exchange Offer Memorandum will be eligible to benefit from these amendments and will not be required to take any further action or re-tender their Old Notes on account of these amendments.
Except as stated above, all terms and conditions of the Exchange Offer Memorandum remain the same. 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.
The complete terms and conditions of the Exchange Offer are described in the Exchange Offer Memorandum (as amended by Supplement No. 1 to 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 protected].
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.
THE EXCHANGE OFFER MEMORANDUM IS CONFIDENTIAL AND IS ONLY DIRECTED AT, AND CAN ONLY BE ACCESSED BY, ELIGIBLE HOLDERS. DOCUMENTS RELATING TO THE EXCHANGE OFFER WILL ONLY BE DISTRIBUTED TO ELIGIBLE HOLDERS OF EXISTING NOTES. ELIGIBLE HOLDERS CAN ONLY ACCESS THE EXCHANGE OFFER MEMORANDUM AND RELATED DOCUMENTS IF THEY ELECTRONICALLY COMPLETE AN ELIGIBILITY LETTER BY FOLLOWING THE PROCEDURES DESCRIBED BELOW. ELIGIBLE HOLDERS SHOULD NOTE THAT THE EXCHANGE OFFER MEMORANDUM CONTAINS CERTAIN IMPORTANT INFORMATION THAT ELIGIBLE HOLDERS SHOULD READ BEFORE MAKING ANY DECISION WITH RESPECT TO THE EXCHANGE OFFER, INCLUDING "RISK FACTORS" BEGINNING ON PAGE 34 OF THE EXCHANGE OFFER MEMORANDUM.
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.
E-mail: [email protected]
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