(YPF, 17.Jul.2020) — YPF S.A. announced results of the Early Participation Date (as defined below) with respect to its previously announced exchange offer to exchange any and all of its outstanding $1,000,000,000 8.500% Senior Notes due 2021 (the “Old Notes”) for the applicable amount of 8.500% Senior Amortizing Notes due 2025 (the “New Notes”) plus cash.
Expiration of the Early Participation Date with respect to the Exchange Offer
The Exchange Offer was made pursuant to the terms and conditions set forth in the exchange offer memorandum, dated 2 July 2020 (together with the Supplement No. 1 thereto, dated 13 July 2020, the “Exchange Offer Memorandum”) to exchange any and all of the Old Notes listed in the table above for the applicable amount of New Notes plus cash.
The Early Participation Date with respect to the Exchange Offer occurred at 5:00 p.m., New York City time, on 17 July 2020 (such time and date, the “Early Participation Date”). Holders of Old Notes were required to validly tender and not validly withdraw their Old Notes prior to or at the Early Participation Date to be eligible to receive the early exchange consideration of $925 of New Notes and $125 of cash (the “Early Exchange Consideration”) per $1,000 principal amount of the Old Notes validly tendered and accepted for exchange pursuant to the Exchange Offer.
According to information provided by D.F. King & Co., Inc. (“D.F. King”), the exchange agent and information agent for the Exchange Offer, $584,183,000 aggregate principal amount of the Old Notes were validly tendered and were not validly withdrawn prior to or at the Early Participation Date. Such amount represents 58.42% of the outstanding aggregate principal amount of Old Notes. The Company has decided to waive the Minimum Exchange Condition (defined in the Exchange Offer Memorandum) such that, subject to the satisfaction or waiver of all the remaining conditions to the Exchange Offer, the Company has accepted for exchange all of the Old Notes validly tendered and not validly withdrawn at or prior to the Early Participation Date. On the terms and subject to the conditions set forth in the Exchange Offer Memorandum, the Company expects to issue $540 million aggregate principal amount of New Notes and pay $73 million in cash pursuant to this Exchange Offer.
The settlement date for the Old Notes which were validly tendered and not validly withdrawn on or prior to the Early Participation Date, is expected to be 21 July 2020 (the “Early Settlement Date”). Holders will also receive accrued and unpaid interest on the Old Notes validly tendered and accepted for exchange from the applicable last interest payment date up to, but not including, the Early Settlement Date.
Concurrently with the Early Participation Date, the Withdrawal Date (as defined in the Exchange Offer Memorandum) has also occurred. As a result, any Old Notes validly tendered on or after the date hereof and prior to the Expiration Date may not be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by us).
Extension of Early Exchange Consideration to All Tendering Eligible Holders
The company today also announced the decision to extend the Early Exchange Consideration to all Eligible Holders whose Old Notes are validly tendered and accepted for exchange after the Early Participation Date and on or prior to the Expiration Date. Thus, the Exchange Consideration will now be the same as the Early Exchange Consideration. The following table sets forth the consideration to be received by all Eligible Holders whose Old Notes are validly tendered and accepted for exchange after the Early Participation Date and on or prior to the Expiration Date:
(1) Per $1,000 principal amount of Old Notes validly tendered and accepted for exchange.
The Exchange Offer will expire on the Expiration Date, which is at 11:59 p.m., New York City Time, on July 30th, 2020.
Information Relating to the Exchange Offer
The complete terms and conditions of the Exchange Offer are described in the Exchange Offer Memorandum (as amended by Supplement No. 2 to the Exchange Offer Memorandum), copies of which may be obtained from D.F. King 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@example.com.
Citigroup Global Markets Inc., Itau BBA USA Securities, Inc. and Santander Investment Securities Inc. are acting as the dealer managers for the Exchange Offer.
Questions regarding the Exchange Offer should 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).