BUENOS
AIRES, Argentina, Oct. 4, 2024
/PRNewswire/ -- YPF S.A. ("YPF" or the "Company" or "us" or "we")
today announced the late tender results as of the Expiration Date
(as defined below) of its previously announced offer to exchange
(the "Exchange Offer") up to U.S.$500,000,000 in aggregate principal amount (the
"Offer Cap") of its outstanding 8.500% Senior Notes due
July 2025 (the "Old Notes") validly
tendered and accepted for exchange for newly issued 8.750% Senior
Notes due 2031 (the "New Notes") of YPF, upon the terms and subject
to the conditions set forth in the exchange offer memorandum, dated
September 5, 2024 (the "Exchange
Offer Memorandum"), and the related electronic eligibility letter
(the "Eligibility Letter" and, together with the Exchange Offer
Memorandum, the "Exchange Offer Documents"). Capitalized terms
used in this press release but not otherwise defined have the
meanings given to them in the Exchange Offer Documents.
The Exchange Offer expired at 5:00
p.m., New York City time,
on October 3, 2024 (the "Expiration
Date"), and is expected to settle on October
7, 2024 (such date, as the same may be extended, the "Final
Settlement Date").
The table below sets forth certain information relating to the
Old Notes and the Exchange Offer, including, among other things,
the aggregate principal amount of Old Notes tendered after the
Early Participation Date and on or prior to the Expiration Date, as
well as the Late Participation Consideration. We were advised by
the Information and Exchange Agent (as defined below), that as of
the Expiration Date, the aggregate principal amounts of Old Notes
specified in the table below were validly tendered.
Title of
Security
|
CUSIP and ISIN
Numbers
|
Principal Amount
Outstanding
|
Aggregate
Principal Amount
Tendered after
the Early
Participation Date
and on or prior to
the Expiration
Date
|
Aggregate Principal
Amount Accepted
|
Late Participation
Consideration(a)(b)
|
8.500% Senior Notes
due July 2025
|
CUSIP:
ISIN:
|
984245 AL4
P989MJ BE0
US984245AL47
USP989MJBE04
|
U.S.$757,452,002
(c)
|
U.S.$486,000
|
U.S.$486,000
|
U.S.$950
|
|
_____________________________
|
(a)
|
The Late Participation
Consideration corresponds to the principal amount of New Notes per
U.S.$1,000 principal amount of the Company's Old Notes validly
tendered after the Early Participation Date and on or prior to the
Expiration Date and accepted for exchange.
|
(b)
|
We will pay accrued and
unpaid interest on the Old Notes from the most recent interest
payment date in respect of the Old Notes up to, but not including,
the Final Settlement Date, which will be reduced by the
Pre-Issuance Accrued Interest (as defined in the Exchange Offer
Memorandum) up to, but not including the Final Settlement Date, as
further described below (the "Accrued Coupon Payment"). The first
interest payment for the New Notes will include accrued interest
from the initial issuance date of the New Money Notes. The Late
Participation Consideration does not include the Accrued Coupon
Payment. See "Description of the Exchange Offer—Accrued Coupon
Payment" in the Exchange Offer Memorandum. Also, see
"Taxation—Certain Argentine Tax Considerations" in the Exchange
Offer Memorandum.
|
(c)
|
The principal amount
outstanding was reduced as a result of YPF's (i) purchase of Old
Notes in the aggregate principal amount of U.S.$334,125,000 in the
Cash Tender Offer (as defined in the Exchange Offer Memorandum) and
(ii) exchange of Old Notes in the aggregate principal amount of
U.S.$40,194,000 as a result of YPF's exercise of the Early
Settlement Right.
|
Upon the terms and subject to the conditions set forth in the
Exchange Offer Documents, Eligible Holders who validly tendered Old
Notes after the Early Participation Date and on or prior to the
Expiration Date and whose Old Notes are accepted for exchange by
us, will be entitled to receive the Late Participation
Consideration detailed in the table above. In addition to the Late
Participation Consideration, Eligible Holders who validly tendered
Old Notes after the Early Participation Date and on or prior to the
Expiration Date will also receive the Accrued Coupon Payment
consisting of accrued and unpaid interest on Old Notes accepted for
exchange in the Exchange Offer from, and including, the last
interest payment date for Old Notes to, but not including, the
Final Settlement Date, reduced by the Pre-Issuance Accrued Interest
up to, but not including the Final Settlement Date. The Accrued
Coupon Payment will be paid in cash with respect to Old Notes
accepted for exchange, subject to any tax withholdings applicable
to Argentine Entity Offerees or to Non-Cooperative Jurisdictions
Offerees. Interest will cease to accrue on the Final
Settlement Date. Since the aggregate principal amount of Old Notes
validly tendered after the Early Participation Date and on or prior
to the Expiration Date, together with the aggregate principal
amount of Old Notes validly tendered (and not validly withdrawn) on
or prior to the Early Participation Date, does not exceed the Offer
Cap, there will be no proration with respect to such Old Notes.
The New Notes will be issued as Additional New Notes (as defined
in the Exchange Offer Memorandum) under the Indenture (as defined
in the Exchange Offer Memorandum) pursuant to which the Company
issued the New Money Notes on September 11,
2024, as supplemented by a first supplemental indenture
dated as of September 20, 2024 and a
second supplemental indenture to be dated as of October 7, 2024. The New Notes will constitute a
single series with, be assigned the same CUSIP and ISIN numbers as,
and have the same terms and conditions as the New Money Notes.
Notwithstanding the foregoing, the New Notes offered and sold in
reliance on Regulation S will be issued and maintained under
temporary ISIN, CUSIP and Common Code numbers during a 40-day
distribution compliance period commencing on the date of issuance
of the New Notes. After such 40-day distribution compliance period,
the New Notes offered and sold in reliance on Regulation S will
share the same ISIN and CUSIP numbers as, and will be
fungible with, the New Money Notes offered and sold in
reliance on Regulation S.
On the terms and subject to the conditions set forth in the
Exchange Offer Memorandum, YPF will issue U.S.$461,700 aggregate principal amount of New Notes
as exchange consideration for Old Notes validly tendered after the
Early Participation Date and on or prior to the Expiration Date and
accepted for exchange. Considering the aggregate principal
amount of New Money Notes outstanding prior to the Final Settlement
Date, the aggregate principal amount outstanding of 8.750% Senior
Notes due 2031 after the Final Settlement Date is expected to be
U.S.$540,649,400, considering both
the New Notes and the New Money Notes in the aggregate.
The settlement of the Exchange Offer for Old Notes tendered
after the Early Participation Date and on or prior to the
Expiration Date on the Final Settlement Date is subject to the
satisfaction of the Tax Fungibility Condition, as set forth in the
Exchange Offer Memorandum.
The New Money Notes and, if and when issued, the New Notes will
not be registered under the Securities Act, or any state securities
law or the securities laws of any other jurisdiction.
Therefore, the New Notes and the New Money Notes may not be offered
or sold in the United States or to
any U.S. persons absent registration or an applicable exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act and any applicable state
securities laws.
Subject to applicable law and the requirements of the Luxembourg
Stock Exchange on which the Old Notes are listed, the Exchange
Offer may be amended, extended or, upon failure of a condition to
be satisfied or waived prior to the Settlement Date, as the case
may be, terminated. Although we have no present plans or
arrangements to do so, we reserve the right to amend, at any time,
the terms of the Exchange Offer in accordance with applicable law.
We will give Eligible Holders notice of any amendments. If the
Company terminates, withdraws or otherwise does not consummate the
Exchange Offer, the Old Notes tendered pursuant to the Exchange
Offer will be promptly returned to the Eligible Holder thereof
without compensation or cost to such Eligible Holder, and will
remain outstanding.
The complete terms and conditions of the Exchange Offer are
described in the Exchange Offer Memorandum, copies of which may be
obtained from Morrow Sodali International LLC, trading as Sodali
& Co, the information and exchange agent for the Exchange Offer
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/YPFexchange.
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 Exchange
Offer. Questions regarding the terms of the Exchange Offer 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 + (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).
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
or any state securities law. 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 announcement 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.
This announcement is directed only to holders of Old Notes who
are (i) QIBs, (ii) if outside the United States, holders of Old Notes other
than U.S. persons and who are not acquiring New Notes for the
account or benefit of a U.S. Person, in offshore
transactions in compliance with Regulation S under the
Securities Act, and who are Non-U.S. qualified offerees other than
Argentine Entity Offerees and Non-Cooperative Jurisdiction
Offerees, (iii) Argentine Entity Offerees or (iv)
Non-Cooperative Jurisdiction Offerees who are authorized to
participate in the Exchange Offer.
The distribution of materials relating to the Exchange Offer may
be restricted by law in certain jurisdictions. The Exchange Offer
is void in all jurisdictions where it is prohibited. If
materials relating to the Exchange Offer 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 Offer, 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 Offer 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 Offer shall be deemed to be made by
the dealer manager or such affiliate on behalf of the Company in
that jurisdiction.
Notice to Investors in the EEA
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 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"); (ii)
a customer within the meaning of Directive (EU) 2016/97 (as
amended, the "IDD"), 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
Regulation (EU) 2017/1129 (as amended or superseded, the
"Prospectus Regulation"). Consequently, no key information document
required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs
Regulation") for offering or selling any securities or otherwise
making them available to retail investors in the EEA has been or
will be prepared and therefore offering or selling any securities
or otherwise making them available to any retail investor in the
EEA may be unlawful under the PRIIPs Regulation.
Notice to Investors in the UK
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 UK. 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
European Union (Withdrawal) Act 2018 ("EUWA"); (ii) a customer
within the meaning of the provisions of the Financial Services and
Markets Act 2000 (as amended, the "FSMA") and any rules or
regulations made under the FSMA to implement the Insurance
Distribution Directive, 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 (the "UK Prospectus Regulation").
Consequently, no key information document required by the PRIIPs
Regulation as it forms part of domestic law by virtue of the EUWA
(the "UK PRIIPs Regulation") for offering or selling the Notes or
otherwise making them available to retail investors in the UK has
been prepared and therefore offering or selling the Notes or
otherwise making them available to any retail investor in the UK
may be unlawful under the UK PRIIPs Regulation.
Disclaimer
This release may contain forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the
United States Securities Exchange Act of 1934, as amended,
including those related to the tender for Old Notes and whether or
not YPF will consummate the Exchange Offer. Forward-looking
information involves important risks and uncertainties that could
significantly affect anticipated results in the future, and,
accordingly, such results may differ from those expressed in any
forward-looking statements. These risks and uncertainties include,
but are not limited to, general economic, political and business
conditions in Argentina and
South America, existing and future
governmental regulations, fluctuations in the price of petroleum
and petroleum products, supply and demand levels, currency
fluctuations, exploration, drilling and production results, changes
in reserves estimates, success in partnering with third parties,
loss of market share, industry competition, environmental risks,
physical risks, the risks of doing business in developing
countries, legislative, tax, legal and regulatory developments,
economic and financial market conditions in various countries and
regions, political risks, wars and acts of terrorism, natural
disasters, project delays or advancements and lack of approvals.
Additional information concerning potential factors that could
affect YPF's financial results is included in the filings made by
YPF and its affiliates before the Comisión Nacional de Valores in
Argentina and with the U.S.
Securities and Exchange Commission, in particular, in YPF's Annual
Report on Form 20-F for the fiscal year ended December 31, 2023 and its current reports filed
with the U.S. Securities and Exchange Commission. In light of the
foregoing, the forward-looking statements included in this document
may not occur. Except as required by law, 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
performance, conditions or events expressed or implied therein will
not be realized.
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SOURCE YPF Sociedad Anónima