(YPF, 13.Sept.2024) — YPF Sociedad Anónima announced the early tender results as of 5:00 p.m. (New York City time) on 12 Sept. 2024 (the “Early Tender Date”) of its previously announced cash tender offers (each a “Tender Offer” and, collectively, the “Tender Offers”) to purchase outstanding securities listed in the table below (the “Securities”) not to exceed U.S.$500,000,000 principal amount in the aggregate, excluding any premium and any Accrued Interest (as defined below) (the “Maximum Principal Amount”) on the terms and subject to the conditions set forth in YPF’s Offer to Purchase dated 29 Aug. 2024 (the “Offer to Purchase”). Capitalized terms used in this press release but not otherwise defined have the meanings given to them in the Offer to Purchase.
The table below sets forth certain information relating to the Securities and the Tender Offers, including, among other things, the aggregate principal amount of Securities tendered on or prior to the Early Tender Date and the Early Tender Consideration (as defined below). We were advised by the Information and Tender Agent (as defined below), that as of the Early Tender Date, the aggregate principal amounts of Securities specified in the table below were validly tendered and not validly withdrawn.
Holders who validly tendered (and did not validly withdraw) their 2025 Securities or 2027 Securities on or prior to the Early Tender Date and whose Securities are accepted for purchase pursuant to the relevant Tender Offer are eligible to receive U.S.$1,012.50 and U.S.$971.50, respectively, per US$1,000 principal amount of Securities (the “Early Tender Consideration”), and accrued and unpaid interest on their accepted Securities up to, but excluding, the Early Settlement Date (“Accrued Interest”). Since the aggregate principal amount of 2025 Securities validly tendered (and not validly withdrawn) on or prior to the Early Tender Date (the “2025 Securities Tendered Amount”) does not exceed the Maximum Principal Amount, there will be no proration with respect to such Securities. Since the aggregate principal amount of 2027 Securities validly tendered (and not validly withdrawn) on or prior to the Early Tender Date, when taken together with the 2025 Securities Tendered Amount, exceeds the Maximum Principal Amount, the tendered 2027 Securities will be subject to proration by applying a proration factor of 65.848%, pursuant to the Acceptance Priority Procedures described in the Offer to Purchase.
Withdrawal rights for the Tender Offers expired at 5:00 p.m., New York City time (6:00 p.m. Buenos Aires time), on Thursday, 12 Sept. 2024. Securities that have been validly tendered on or prior to the Early Tender Date cannot be withdrawn, except as may be required by applicable law. The Tender Offers are scheduled to expire at 5:00 p.m., New York City time (6:00 p.m. Buenos Aires time), on Friday, 27 Sept. 2024 unless extended or earlier terminated (such date and time, as it may be extended with respect to any Tender Offer, the “Expiration Date”). Because the Tender Offers were oversubscribed at the Early Tender Date, YPF does not expect to accept for purchase any Securities tendered after the Early Tender Date.
Securities that have been validly tendered (and not validly withdrawn) at or prior to the Early Tender Date and accepted for purchase by YPF pursuant to the Tender Offers are expected to be purchased by YPF on 16 Sept. 2024 (the “Early Settlement Date”) and cancelled.
YPF reserves the absolute right to amend, terminate or withdraw any Tender Offer in its sole discretion, subject to disclosure and as otherwise required by applicable law. In the event of termination or withdrawal of a Tender Offer, Securities tendered and not accepted for purchase pursuant to such Tender Offer will be promptly returned to the tendering holders.
The complete terms and conditions of the Tender Offers are described in the Offer to Purchase, copies of which may be obtained from Morrow Sodali International LLC, trading as Sodali & Co, the information and tender agent (the “Information and Tender Agent”) for the Tender Offers by telephone at +1 203 658 9457 (Stamford) or +44 20 4513 6933 (London), in writing at 333 Ludlow Street, South Tower, 5th Floor Stamford, CT 06902, United States, by email to YPF@investor.sodali.com, or are available for download via the website https://projects.sodali.com/YPF.
YPF has engaged BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Santander US Capital Markets LLC to act as the dealer managers (the “Dealer Managers”) and Balanz Capital Valores S.A.U., Banco Santander Argentina S.A. and Banco de Galicia y Buenos Aires S.A.U., as local dealer managers (the “Local Dealer Managers”) in connection with the Tender Offers. Questions regarding the terms of the Tender Offers may be directed to BofA Securities, Inc. by telephone at +1 (888) 292 0070 (U.S. toll free) or +1 (646) 855-8988 (collect), Citigroup Global Markets Inc. by telephone at +1 (800) 558-3745 (U.S. toll free) or +1 (212) 723-6106 (collect), J.P. Morgan Securities LLC by telephone at +1 (866) 846-2874 (U.S. toll free) or + 1 (212) 834-7279 (collect) and Santander US Capital Markets LLC by telephone at +1 (855) 404 3636 (U.S. toll free) or +1 (212) 940 1442 (collect).
None of YPF, the Dealer Managers, the Local Dealer Managers, the Tender Agent and Information Agent or the trustee for the Securities, or any of their respective affiliates, is making any recommendation as to whether Holders should or should not tender any Securities in response to the Tender Offers or expressing any opinion as to whether the terms of the Tender Offers are fair to any holder. Holders must make their own decision as to whether to tender any of their Securities and, if so, the principal amount of Securities to tender. Please refer to the Offer to Purchase for a description of the offer terms, conditions, disclaimers and other information applicable to the Tender Offers.
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