(YPF, 7.Feb.2021) — YPF Sociedad Anónima announced its decision to amend the terms and conditions of its amended and restated Exchange Offer and Consent Solicitation Memorandum dated 25 January 2021, as amended on 1 February (the “Exchange Offer and Consent Solicitation Memorandum“). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Exchange Offer and Consent Solicitation Memorandum.
YPF has continued to engage throughout this process in good faith discussions with Eligible Holders of all of its Old Notes seeking to adjust the terms of its exchange offers taking into consideration applicable regulations. On 7 February, the Board of Directors of YPF received a letter and expression of support from Eligible Holders of the Company’s 8.500% Senior Notes due 2021 members of the Ad Hoc YPF Bondholder Group, who in the aggregate hold approximately 45% of 2021 Old Notes, stating that such Eligible Holders would undertake to tender their 2021 Old Notes into the Exchange Offer for the 2021 Old Notes provided YPF amended the terms of the Exchange Offer for its 2021 Old Notes as set forth herein, and announced such amendment prior to 1:00 a.m. (New York City time) on 8 February. Accordingly, the Eligible Holders mentioned above have undertaken to tender their 2021 Old Notes by the 2021 Old Notes Early Participation Deadline (as defined herein). These holders have made no undertaking with respect to any other series of Old Notes.
Pursuant to this amendment No. 4, the company has revised the terms and conditions of the Exchange Offers and Consent Solicitation to:
A. Amend the Exchange Consideration for the 2021 Old Notes
Early Exchange Consideration for the 2021 Old Notes
Upon the terms and subject to the conditions set forth in the Exchange Offer and Consent Solicitation Documents, Eligible Holders who validly tender their 2021 Old Notes and deliver their related Proxies on or prior to the 2021 Old Notes Early Participation Deadline (including all Eligible Holders who validly tender their 2021 Old Notes and deliver their related Proxies on or prior to the date of this Amendment No. 4) will be eligible to receive, for each US$ 1,000 principal amount of Old Notes so tendered, US$699 principal amount of New Secured 2026 Notes and US$408 cash payment (the “2021 Old Notes Early Exchange Consideration“).
The 2021 Old Notes Early Exchange Consideration has been calculated taking into account Accrued Interest. Therefore, Eligible Holders who validly tender their 2021 Old Notes will not be entitled to receive any additional cash payment for any Accrued Interest on the 2021 Old Notes (such amount is included in the cash payment component of the 2021 Old Notes Early Exchange Consideration). No additional payments will be made in connection with the Consent Solicitation.
Late Exchange Consideration for the 2021 Old Notes
Upon the terms and subject to the conditions set forth in the Exchange Offer and Consent Solicitation Documents, Eligible Holders who validly tender their 2021 Old Notes and deliver their related Proxies after the 2021 Old Notes Early Participation Deadline but on or prior to the Expiration Time will be eligible to receive, for each US$ 1,000 principal amount of 2021 Old Notes so tendered, US$824 principal amount of New Secured 2026 Notes and US$283 cash payment (the “2021 Old Notes Late Exchange Consideration“). The New Secured 2026 Notes issued as part of the 2021 Old Notes Late Exchange Consideration (the “Late New Secured 2026 Notes“) shall have the same terms and conditions in all respects as the New Secured 2026 Notes issued as part of the 2021 Old Notes Early Exchange Consideration and the Exchange Consideration for the other Exchange Offers (the “Early New Secured 2026 Notes“) (except for the issue date); provided, further, that the Late New Secured 2026 Notes will not bear the same CUSIP number as the Early New Secured 2026 Notes, unless such Late New Secured 2026 Notes are part of the same “issue” or issued in a “qualified reopening” or are issued with no more than a de minimis amount of original issue discount, in each case for U.S. federal income tax purposes. YPF can give no assurance that such Late New Secured 2026 Notes will be part of the same “issue” or issued in a “qualified reopening” or with no more than a de minimis amount of original issue discount, in each case for U.S. federal income tax purposes. The Late New Secured 2026 Notes will constitute a single series with the Early New Secured 2026 Notes.
The 2021 Old Notes Late Exchange Consideration has been calculated taking into account Accrued Interest. Therefore, Eligible Holders who validly tender their 2021 Old Notes will not be entitled to receive any additional cash payment for any Accrued Interest on the 2021 Old Notes (such amount is included in the cash payment component of the 2021 Old Notes Late Exchange Consideration). No additional payments will be made in connection with the Consent Solicitation.
B. Extend the Exchange Offers and Consent Solicitation
1 — With regards to the Exchange Offer applicable to the 2021 Old Notes only, the company has:
a — amended such Exchange Offer to provide that Eligible Holders of 2021 Old Notes that validly tender their 2021 Old Notes and deliver their Proxies and not validly withdraw or revoke, as applicable, on or prior to 11:59 p.m., New York City time, on February 10, 2021 (such date and time, as the same may be extended, the “2021 Old Notes Early Participation Deadline“) will be eligible to receive the 2021 Old Notes Early Exchange Consideration on the 2021 Old Notes Early Settlement Date (as defined below). Upon the terms and subject to the conditions set forth in the Exchange Offer and Consent Solicitation Documents, we expect the acceptance date and settlement date for 2021 Old Notes that are validly tendered and not validly withdrawn at or prior to the 2021 Old Notes Early Participation Deadline and accepted by the Company to be 11 February (the “2021 Old Notes Early Acceptance Date“) and 12 February (the “2021 Old Notes Early Settlement Date“), respectively, in each case, unless further extended. Eligible Holders that fail to tender their 2021 Old Notes by the 2021 Old Notes Early Participation Deadline will not be entitled to receive the 2021 Old Notes Early Exchange Consideration; and
b — extended the (i) Withdrawal Deadline from 5:00 pm, New York City time, on February 5, 2021 to 5:00 p.m., New York City time, on 10 February, (ii) expiration time from 11:59 p.m., New York City time, on 5 February to 11:59 p.m., New York City time, on 25 February (the “2021 Old Notes Late Expiration Time“), (iii) Acceptance Date from 8-26 February (the “2021 Old Notes Late Acceptance Date“), and (iv) settlement date from 1 February to 1 March (the “2021 Old Notes Late Settlement Date“), in each case, unless further extended.
2 — With regards to the Exchange Offers and Consent Solicitation applicable to all Old Notes (other than the Exchange Offers applicable to the 2021 Old Notes), the Company has extended the (i) Expiration Time from 11:59 p.m., New York City time, on 5 February to 11:59 p.m., New York City time, on 10 February, (ii) Acceptance Date from 8-11 February, and (iii) Settlement Date from 11-12 February, in each case, unless further extended. Holders of 2021 Old Notes are reminded that only Eligible Holders that validly tender their 2021 Old Notes prior to the 2021 Old Notes Early Participation Deadline will be entitled to receive the 2021 Old Notes Early Exchange Consideration.
Additional New Secured 2026 Notes
Notwithstanding anything to the contrary in the Exchange Offer and Consent Solicitation Documents, the Company may issue additional New Secured 2026 Notes as 2021 Old Notes Late Exchange Consideration on or prior to the 2021 Old Notes Late Settlement Date. No New Secured 2026 Notes shall be issued following the 2021 Old Notes Late Settlement Date.
Additional Risk Factors
If any 2021 Old Notes are accepted for exchange after the 2021 Old Notes Early Participation Deadline, the Eligible Holders who tendered such 2021 Old Notes will not receive the 2021 Old Notes Early Exchange Consideration.
Holders who validly tender their 2021 Old Notes after the 2021 Old Early Participation Deadline and whose Old 2021 Notes are accepted for exchange will only receive the Old 2021 Late Exchange Consideration. The Company is not obligated to extend the 2021 Old Notes Early Participation Deadline.
As of 5 February, 5:00p.m. New York Time, the Company had received instructions to tender from Eligible Holders representing: (i) 14.18% of the aggregate principal amount outstanding of 2021 Old Notes (Series XLVII Notes); (ii) 42.00% of the aggregate principal amount outstanding of 2024 Old Notes (Series XXVIII Notes); (iii) 34.40% of the aggregate principal amount outstanding of March 2025 Old Notes (Series XIII Notes); (iv) 23.93% of the aggregate principal amount outstanding of July 2025 Old Notes (Series XXXIX Notes); (v) 18.61% of the aggregate principal amount outstanding of 2027 Old Notes (Series LIII Notes); (vi) 19.64% of the aggregate principal amount outstanding of 2029 Old Notes (Series I Notes); and (vi) 27.26% of the aggregate principal amount outstanding of 2047 Old Notes (Series LIV Notes).
Except to the extent specifically provided for herein, all terms of the Exchange Offers and Consent Solicitation contemplated in the Exchange Offer and Consent Solicitation Memorandum and all other disclosures set forth in the Exchange Offer and Consent Solicitation Memorandum and the annexes thereto remain unchanged.
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