(YPF, 2.Jul.2020) — YPF Sociedad Anónima commenced an 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:
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(the “Early Exchange Additional Consideration“) of US$50 of cash for such Old Notes validly tendered, not validly withdrawn and accepted on the Early Settlement Date (as defined below).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Early Exchange Additional Consideration, for each US$1,000 principal amount of Old Notes validly tendered, not validly withdrawn and accepted on the Final Settlement Date (as defined below).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 firstname.lastname@example.org.
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.