BUENOS AIRES, Argentina, March 25, 2025 — IRSA Inversiones y Representaciones Sociedad Anónima, a corporation (sociedad anónima) incorporated under the laws of the Republic of Argentina (“IRSA“), today announced the results as of the Early Participation Date (as defined below) of its previously announced offer to exchange (the “Exchange Offer“) any and all of its US$141,242,322.38 (after giving effect to the Amortization Factor) aggregate principal amount of outstanding 8.750% Senior Notes due 2028 (CUSIPs: 450047AH8 (144A) / P58809BH9 (Reg S); ISINs: US450047AH86 (144A) / USP58809BH95 (Reg S)) (the “Existing Notes“) for 8.000% Senior Notes due 2035 (the “New Notes“) to be issued by IRSA, as more fully described in the exchange offer memorandum dated March 10, 2025 (the “Exchange Offer Memorandum” and, together with the Eligibility Letter, the “Exchange Offer Documents“). Capitalized terms not defined herein shall have the meanings ascribed to them in the Exchange Offer Memorandum.
Early Participation Date Results
The Early Participation Date with respect to the Exchange Offer occurred at 5:00 p.m., New York City time, on March 24, 2025 (such time and date, the “Early Participation Date“). According to information provided by Morrow Sodali International LLC, trading as Sodali & Co, the information and exchange agent for the Exchange Offer (the “Information and Exchange Agent“), US$55,572,005.78 (after giving effect to the Amortization Factor) aggregate principal amount of the Existing Notes (the “Early Tendered Notes“) were validly tendered and were not validly withdrawn prior to or at the Early Participation Date. The aggregate principal amount of the Early Tendered Notes validly tendered before the application of the Amortization Factor is US$67,360,007.
Eligible Holders who have not already done so may tender their Existing Notes for exchange until 5:00 p.m., New York City time, on April 8, 2025 (such date and time, as the same may be extended, the “Expiration Date“). Concurrently with the Early Participation Date, the Withdrawal Date has also occurred. As a result, any Existing Notes validly tendered and not withdrawn on or prior to the Withdrawal Date, as well as any Existing Notes validly tendered on or after the date hereof and, hence, prior to the Expiration Date may not be withdrawn except in limited circumstances.
IRSA expects, on March 31, 2025, which is the fifth business day after the Early Participation Date (as may be extended by IRSA in its sole discretion, the “Early Settlement Date“), to issue US$57,794,825 aggregate principal amount of New Notes and to pay in cash US$1,337,201.35 as Accrued Interest for the Early Tendered Notes. Any final settlement of the Exchange Offer will be promptly following the Expiration Date and is expected to be on April 11, 2025, which is the third business day after the Expiration Date (as the same may be extended by IRSA). IRSA will not be obligated to issue or deliver New Notes with respect to the Exchange Offer unless the Exchange Offer is consummated. Eligible Holders of the Existing Notes who are Argentine Entity Offerees (as defined in the Exchange Offer Memorandum) or Non-Cooperating Jurisdiction Offerees (as defined in the Exchange Offer Memorandum) may be subject to certain tax withholdings resulting from the exchange of their Existing Notes. See “Taxation—Certain Argentine Tax Considerations” in the Exchange Offer Memorandum.
The New Notes are being offered for exchange only (1) to holders of Existing Notes that are “qualified institutional buyers” as defined in Rule 144A under U.S. Securities Act, as amended (the “Securities Act“), in a private transaction in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof and (2) outside the United States, to holders of Existing Notes other than “U.S. persons” (as defined in Rule 902 under the Securities Act, “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. Only holders who have properly submitted a duly completed electronic Eligibility Letter by accessing the Eligibility Letter Website: https://projects.sodali.com/IRSAEligibility, which is also available from the Information and Exchange Agent, are authorized to receive and review the Exchange Offer Memorandum and to participate in the Exchange Offer (such holders, “Eligible Holders“).
The Exchange Offer is subject to certain conditions as described in the Exchange Offer Memorandum (including, without limitation, the Financing Condition) which are for the sole benefit of IRSA and may be waived by IRSA, in full or in part, in its absolute discretion. Although IRSA has no present intention to do so, it expressly reserves the right to amend or terminate, at any time, the Exchange Offer and to not accept for exchange any Existing Notes not theretofore accepted for exchange. IRSA will give notice of any amendments or termination if required by applicable law.
This press release is qualified in its entirety by the Exchange Offer Documents.
None of IRSA, the Dealer Managers, the Argentine Placement Agents, The Bank of New York Mellon, as trustee with respect to the Existing Notes (the “Existing Notes Trustee“), Banco Santander Argentina S.A., as the representative of the Existing Notes Trustee in Argentina, The Bank of New York Mellon, as trustee with respect to the New Notes, or the Information and Exchange Agent makes any recommendation as to whether or not Eligible Holders of Existing Notes should exchange their Existing Notes in the Exchange Offer.
Neither the delivery of this announcement, the Exchange Offer Documents nor any purchase pursuant to the Exchange Offer shall under any circumstances create any implication that the information contained in this announcement or the Exchange Offer Documents is correct as of any time subsequent to the date hereof or thereof or that there has been no change in the information set forth herein or therein or in IRSA’s affairs since the date hereof or thereof.
This press release is for informational purposes only and does not constitute an offer or an invitation to participate in the Exchange Offer. The Exchange Offer is being made pursuant to the Exchange Offer Documents (and, to the extent applicable, the local offering documents in Argentina), copies of which have been delivered to holders of the Existing Notes, and which set forth the complete terms and conditions of the Exchange Offer. Eligible Holders are urged to read the Exchange Offer Documents carefully before making any decision with respect to their Existing Notes. The Exchange Offer is not being made to, nor will IRSA accept exchanges of Existing Notes from, holders in any jurisdiction in which it is unlawful to make such an offer.
Morrow Sodali International LLC, trading as Sodali & Co, is acting as the exchange agent and as the information agent (the “Information and Exchange Agent“) for the Exchange Offer. BCP Securities, Inc., Citigroup Global Markets Inc., Latin Securities S.A. Agente de Valores, Santander US Capital Markets LLC and Balanz Capital UK LLP are acting as Dealer Managers (the “Dealer Managers“) for the Exchange Offer.
For further information about the Exchange Offer, please log into the website https://projects.sodali.com/IRSAEligibility. Alternatively, please contact the Information and Exchange Agent by email at [email protected]. Requests for documentation should be directed to the Information and Exchange Agent.
Forward Looking Statements
This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, statements related to IRSA’s expectations regarding the performance of its business, financial results, liquidity and capital resources, contingencies and other non-historical statements. You can identify these forward-looking statements by the use of words such as “believes,” “expects,” “potential,” “continues,” “may,” “may have”, “will,” “would,” “should,” “seeks,” “approximately,” “potential”, “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks, uncertainties and assumptions. These statements should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this press release and in the Exchange Offer Documents. IRSA undertakes no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.
Media Contact:
IRSA Inversiones y Representaciones Sociedad Anónima
Carlos M. Della Paolera 261, 9th Floor (C1001ADA)
City of Buenos Aires
Argentina
SOURCE IRSA Inversiones y Representaciones S.A.
