BUENOS AIRES, Argentina, Feb. 26, 2021 /PRNewswire/ -- YPF S.A. ("YPF" or the "Company") announced today the final settlement of the Exchange Offer for its 2021 Old Notes made pursuant to exchange offer and consent solicitation memorandum dated January 7, 2021, as most recently amended on February 7, 2021 (the "Exchange Offer and Consent Solicitation Memorandum"). Capitalized terms not defined herein shall have the meaning ascribed to them in the Exchange Offer and Consent Solicitation Memorandum.
The 2021 Old Notes Late Participation Deadline was 11:59 p.m., New York City time, on February 25, 2021. Pursuant to the Exchange Offer and Consent Solicitation Memorandum, Eligible Holders of 2021 Old Notes were required to validly tender and not validly withdraw their 2021 Old Notes prior to or at such time and date to be eligible to receive the 2021 Old Notes Late Exchange Consideration.
Based on information provided by D.F. King & Co., Inc. ("D.F. King"), the exchange agent and information agent for the Exchange Offer, tender instructions relating to the 2021 Old Notes for an aggregate principal amount of U.S.$ 570,000 were validly delivered after February 10, 2021 and not validly withdrawn prior to or at 11:59 p.m., New York City time, on February 25, 2021. YPF has accepted such tender instructions delivered pursuant to the Exchange Offers and Consent Solicitation.
Subject to the satisfaction or waiver of the conditions set forth in the Exchange Offer and Consent Solicitation Memorandum, as consideration for the 2021 Old Notes accepted by the Company on the date hereof, the Company intends to on the 2021 Old Notes Late Settlement Date, (a) issue U.S.$ 469,680 aggregate principal amount of New Secured 2026 Notes and (b) pay U.S.$ 161,310 in cash, to Eligible Holders who validly tendered their 2021 Old Notes after February 10, 2021 and prior to the 2021 Old Notes Late Participation Deadline.
The 2021 Old Notes Late Settlement Date for the 2021 Old Notes validly tendered after February 10, 2021 and not validly withdrawn prior to or at the 2021 Old Notes Early Expiration Date will be March 1, 2021.
After giving effect to the issuance of the New Secured 2026 Notes on the 2021 Old Notes Late Settlement Date, the total amount of New Secured 2026 Notes will be US$ 775,782,279.
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Tax Notice
For a summary of certain U.S. federal income tax consequences of the Exchange Offers and Consent Solicitation that may be relevant to a beneficial owner of the Old Notes or the New Notes, please review the section entitled "Taxation—Certain U.S. Federal Income Tax Considerations" in the Exchange Offer and Consent Solicitation Memorandum and the below notice. If the information in this tax notice differs from the information contained in the Exchange Offer and Consent Solicitation Memorandum, you should rely on the information in this tax notice.
Issue Date and Issue Price of the New Secured 2026 Notes
For U.S. federal income tax purposes, the "issue date" of the New Secured 2026 Notes was February 12, 2021, and their "issue price" will be their fair market value on that date.
U.S. Holders should consult their own tax advisors concerning the application of these rules, including the application of the rules to their particular circumstances.
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D.F. King is acting as the Information and Exchange Agent for the Exchange Offer. Questions or requests for assistance related to any of the Exchange Offer or for additional copies of the Exchange Offer and Consent Solicitation Documents may be directed to D.F. King & Co., Inc. by telephone at +1 (800) 848-3410 (U.S. toll free) and +1 (212) 269-5550 (collect), in writing at 48 Wall Street, New York, New York 10005, by email to ypf@dfking.com or by facsimile transmission at (212) 709-3328. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer. The Exchange Offer and Consent Solicitation Documents are available for Eligible Holders at the following web address: www.dfking.com/ypf.
Citigroup Global Markets Inc., HSBC Securities (USA) Inc., Itau BBA USA Securities, Inc., and Santander Investment Securities Inc. acted as dealer managers (the "Dealer Managers") for the Exchange Offers and Consent Solicitation.
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Citigroup Global Markets Inc. 388 Greenwich Street, 7th Floor New York, New York 10013 United States Attention: Liability Management Group Call Collect: (212) 723-6106 US Toll-Free: (800) 558-3745 |
HSBC Securities (USA) Inc. 452 Fifth Avenue New York, New York 10018 United States Attention: Global Liability Management Group Toll Free: +1 (888) HSBC-4LM Collect: +1 (212) 525-5552 lmamericas@us.hsbc.com |
Itau BBA USA Securities, Inc. 540 Madison Avenue, 24th Floor New York, NY 10022 United States Attention: Debt Capital Markets Collect: +1 (212) 710-6749 Toll Free: +1 (888) 770-4828 |
Santander Investment Securities Inc. 45 East 53rd Street 5th Floor New York, New York 10022 United States Attention: Liability Management Collect: +1 (212) 940-1442 Toll Free: +1 (855) 404-3636 |
Important Notice
This announcement 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.
The Exchange Offer and Consent Solicitation was made solely by means of the Exchange Offer and Consent Solicitation Memorandum (and the applicable document in Argentina). The Exchange Offer and Consent Solicitation Memorandum is confidential and is only directed at, and can only be accessed by, Eligible Holders (as defined in the Exchange Offer and Consent Solicitation Memorandum). Documents relating to the Exchange Offers will only be distributed to Eligible Holders of Old Notes. Eligible Holders of Old Notes can only access the Exchange Offer and Consent Solicitation Memorandum and related documents if they electronically complete an eligibility letter by following the procedures described in the Exchange Offer and Consent Solicitation.
The distribution of materials relating to any of the Exchange Offers and Consent Solicitation may be restricted by law in certain jurisdictions. Any of the Exchange Offers and Consent Solicitation are void in all jurisdictions where they are prohibited. If materials relating to the Exchange Offers and Consent Solicitation come into your possession, you are required by the Company to inform yourself of and to observe all of these restrictions. The materials relating to the Exchange Offers and Consent Solicitation, 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 a jurisdiction requires that the Exchange Offers and Consent Solicitation be made by a licensed broker or dealer and a dealer manager or any affiliate of a dealer manager is a licensed broker or dealer in that jurisdiction, the Exchange Offers and Consent Solicitation shall be deemed to be made by the dealer manager or such affiliate on behalf of the Company in that jurisdiction.
Forward-Looking Statements
Statements contained in this press release that state the Company's or management's intentions, expectations or predictions of the future are statements that YPF believes constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may include statements regarding the intent, belief or current expectations of YPF and its management, including statements with respect to trends affecting its financial condition, financial ratios, results of operations, business, strategy, geographic concentration, reserves, future hydrocarbon production volumes, YPF's ability to satisfy its long-term sales commitments from future supplies available to YPF, YPF's ability service its outstanding debt, dates or periods in which production is scheduled or expected to come on-stream, as well as its plans with respect to capital expenditures, business, strategy, geographic concentration, cost savings and investments. These statements are not a guarantee of future performance and are subject to material risks, uncertainties, changes and other factors which may be beyond YPF's control or may be difficult to predict. Accordingly, YPF's future financial condition, prices, financial ratios, results of operations, business, strategy, geographic concentration, production volumes, reserves, capital expenditures, cost savings, investments and ability to meet YPF's long-term sales commitments or pay dividends or service its outstanding debt could differ materially from those expressed or implied in any such forward-looking statements. Such factors include, but are not limited to, currency fluctuations, inflation, the domestic and international prices for crude oil and its derivatives, the ability to realize cost reductions and operating efficiencies without unduly disrupting business operations, replacement of hydrocarbon reserves, environmental, regulatory and legal considerations, including the imposition of further government restrictions on the Company's business, changes in YPF's business strategy and operations, its ability to find partners or raise funding under its current control, the ability to maintain the YPF's concessions, and general economic and business conditions in Argentina, the effects of pandemics, such as the novel coronavirus, on the economy of Argentina and its effects on global and regional economic growth, supply chains, YPF's creditworthiness and the creditworthiness of Argentina, counter-party risks, as well as on logistical, operational and labor matters, as well as those factors described in "Risk Factors" in the Exchange Offer and Consent Solicitation Memorandum and in the filings made by YPF and its affiliates with the Securities and Exchange Commission, in particular, those described in YPF's 20-F "Item 3. Key Information—Risk Factors" and "Item 5. Operating and Financial Review and Prospects." 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 results or condition expressed or implied therein will not be realized.
Notice to Investors in the European Economic Area and the United Kingdom
The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. The expression an offer includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes. Consequently, no key information document required by Regulation (EU) 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the New Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore otherwise offering or selling the New Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
United Kingdom
The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the UK Financial Services and Market Act 2000 ("FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of the EUWA.
This document has not been approved by an authorized person for the purposes of section 21 of the FSMA. This document is only being distributed to and is only directed at: (i) persons who are outside the United Kingdom; or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"); or (iii) persons falling within Articles 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Financial Promotion Order; or (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any New Notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This document is directed only at relevant persons and must not be acted on or relied upon by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such New Notes will be engaged in only with relevant persons.
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