The City Of Buenos Aires Announces Commencement Of A Cash Tender Offer For Up To U.S.$550,000,000 In Aggregate Principal Amount Of Its 7.500 Per Cent Series 12 Notes Due 2027

BUENOS AIRES, Argentina, Dec. 2, 2024 — The City of Buenos Aires (the “City“) announced today the commencement of an offer to purchase for cash (the “Offer“) up to U.S.$550,000,000 in aggregate principal amount (the “Maximum Tender Amount“) of its 7.500 per cent Series 12 Notes due 2027 (the “Series 12 Notes“). The terms and conditions of the Offer are set forth in the Offer to Purchase, dated December 2, 2024 (the “Offer to Purchase“).

The City commenced today the offering of a series of notes under its U.S.$2,290,000,000 Medium Term Note Programme (the “Series 13 Notes“), and intends to use a portion of any such proceeds to pay the purchase price for its Series 12 Notes if any are acquired pursuant to the terms and subject to the conditions contained in the Offer to Purchase.

The Offer is not conditioned upon any minimum participation by the holders of the Series 12 but is conditioned on the satisfaction or waiver by the City of the conditions described in the Offer to Purchase, the closing of the Series 13 Notes offering and the dealer manager agreement relating to the Offer not being terminated prior to or at the time of the settlement of the Offer.

The table below summarizes certain payment terms of the Offer:

The tender period (the “Tender Period“) will commence on December 2, 2024 and expire at 5:00 p.m., New York City time, on December 9, 2024 unless extended or earlier terminated by the City in its sole discretion.

The settlement of the Offer is conditioned on the closing of the Series 13 Notes offering and the other terms and conditions set forth in the Offer to Purchase. The settlement of the Offer is scheduled to occur on December 17, 2024 (“Settlement Date“).

The purchase price to be paid for the Series 12 Notes will be U.S.$1,015 for each U.S.$1,000 principal amount of the Series 12 Notes. Holders of Series 12 Notes participating in the Offer will also receive any accrued and unpaid interest on their Series 12 Notes from, and including, the last interest payment date for such Series 12 Notes to, but not including, the Settlement Date. Tenders that are accepted will be settled solely by the City on the Settlement Date, subject to the terms and conditions of the Offer.

During the Tender Period, a holder of Series 12 Notes may place orders to tender Series 12 Notes (“Tender Orders“) through DTC, Euroclear or Clearstream, Luxembourg. Holders of the Series 12 Notes will not have withdrawal rights with respect to the Offer, unless required by applicable law.

Tender Orders by a holder of Series 12 Notes must be of principal amounts of at least U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof (“Permitted Tender Amounts“). Tender Orders that are not for Permitted Tender Amounts will not be accepted.

Because the Offer is subject to the Maximum Tender Amount, if the aggregate principal amount of all tenders exceeds the Maximum Tender Amount, then each tender shall be prorated down, proportionately to the relative size of such tenders of Series 12 Notes to all tenders, so that the aggregate principal amount of all tenders that are accepted by the City equals the Maximum Tender Amount. To the extent proration occurs in the Offer, the City will accept Series 12 Notes with appropriate adjustments to avoid purchase of the Series 12 Note in principal amounts other than Permitted Tender Amounts. All Series 12 Notes not accepted as a result of proration will be rejected and returned to holders.

The City reserves the right, in its sole discretion, not to accept any tender for any reason or to extend, re-open, amend or terminate the Offer in its sole discretion.

The Dealer Managers for the Offer are:

Questions regarding the Offer may be directed to the Dealer Managers at the above contact.

Website www.dfking.com/CityofBA, operated by the Tender and Information Agent for the purpose of the Offer to Purchase.

The Offer to Purchase, as well as other relevant notices and documents, will also be available on the Offer The Tender and Information Agent for the Offer is D.F. King & Co., Inc.

Email: [email protected] 

Offer Website: www.dfking.com/CityofBA 

Holders of the Notes are urged to read the Offer to Purchase carefully. Any questions or requests for assistance in relation to the Offer to Purchase may be directed to the Dealer Managers at their respective telephone numbers set forth above or to the holder’s broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer. Requests for additional copies of the Offer to Purchase may be directed to the Tender and Information Agent at the addresses and telephone numbers set forth above.

This release shall not be construed as an offer to purchase or a solicitation of an offer to purchase any of the Series 12 Notes or any other securities.

The Offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of the City, the Bank of New York Mellon as trustee, principal paying agent and calculation agent, registrar, exchange agent, transfer agent and listing agent, the Dealer Managers or the Information and Tender Agent makes any recommendation as to whether or not holders should tender their Series 12 Notes pursuant to the Offer.

Forward-Looking Statements
This notice includes and references “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may relate to, among other things, the City’s strategy, goals and expectations.

Although the City believes the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect.

The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results and trends to differ materially from those made, projected, or implied in or by the forward-looking statements depending on a variety of uncertainties or other factors. The City undertakes no obligation to update any of its forward-looking statements.

Related Links

www.dfking.com/CityofBA

This press release is not an offer to sell or the solicitation of an offer to buy any securities in the United States or any other state or jurisdiction, and there shall not be any offer, solicitation or sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 THE SERIES 13 NOTES ARE NOT INTENDED TO BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANY U.S. STATE SECURITIES LAWS OR THE LAWS OF ANY JURISDICTION AND WILL BE OFFERED AND SOLD TO QUALIFIED INSTITUTIONAL BUYERS PURSUANT TO RULE 144A, AND IN COMPLIANCE WITH REGULATION S OUTSIDE THE UNITED STATES (EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT).

Any offer of the Series 13 Notes in any Member State of the European Economic Area will be made pursuant to an exemption under Regulation (EU) 2017/1129 from the requirement to publish a prospectus for offers of securities.

No PRIIPs KID / UK PRIIPs KID – No PRIIPs / UK PRIIPs key information document (KID) has been prepared as not available to retail in EEA or UK.

Any offer of the Series 13 Notes in the United Kingdom will be made pursuant to an exemption under the Financial Services and Markets Act 2000 and Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 from the requirement to publish a prospectus for offers of securities.

Any invitation, offer or agreement to subscribe, purchase or otherwise acquire the Series 13 Notes will be engaged in only with (i) persons who are outside the UK or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Any person who is not a relevant person should not act or rely on this press release or any of its contents. Any investment activity to which this press release relates is reserved for relevant persons only and may only be engaged in by relevant persons.

There are no restrictions on the Offer in Argentina or to Argentine persons, except that the Offer may only be made by, and the Series 12 Notes may only be tendered, through persons or entities duly authorized to publicly offer securities in Argentina. Notwithstanding the foregoing, the Offer is not subject to the provisions of the Argentine Capital Market Law No. 26,831 and its amendment by Law No. 27,440, nor to the control and supervision of the Argentine Securities and Exchange Commission (Comisión Nacional de Valores).

Banco Santander Argentina S.A. and Banco de Galicia y Buenos Aires S.A.U. (collectively, the “Argentine Information Agents”) are acting as local information agents in Argentina in connection with the Offer. The contact information for the Argentine Information Agents is as follows: (1) Banco Santander Argentina S.A. Institutional Sales, Telephone: (5411)4341-1140, [email protected],  [email protected], [email protected], [email protected]; (2) and Banco de Galicia y Buenos Aires S.A.U. Telephone: (5411)3766-0421, [email protected] 

SOURCE The City of Buenos Aires

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