The Province of Buenos Aires Announces Commencement of Invitation to Exchange

LA PLATA, BUENOS AIRES, Argentina, April 25, 2020 – — The Province of Buenos Aires (the “Province“) today announced that it is inviting Eligible Holders (as defined herein) of its foreign currency external bonds to exchange those instruments for New Securities to be issued by the Province (the “Invitation“). Table A and Table B set forth the list of bonds eligible to participate in the Invitation (the “Eligible Bonds“).  The Eligible Bonds include series (the “2006 Indenture EBs“) issued under the Province’s indenture dated January 12, 2006, and series (the “2015 Indenture EBs“) issued under Province’s indenture dated June 9, 2015 (the “2015 Indenture“).  Table A and Table B also set forth the proposed consideration to be delivered for each Eligible Bond, which shall be in the form of New Securities proposed to be issued by the Province under the 2015 Indenture (the “New Securities“).

Approximately U.S.$7.1 billion of bonds are eligible to participate in the Invitation.

The overall purpose of the Invitation is for the Province to obtain the relief needed to regain the sustainability of the Province’s external debt.

Terms of the Invitation

The Province will limit the amount of certain series of New Securities to the principal amounts set forth in Table C below. Eligible Holders who deliver valid tender orders indicating a preference for New 2032 Securities (as defined in Table C) that are accepted pursuant to the Invitation may receive a combination of New 2032 Bonds and New 2040 Bonds (as defined in Table C) as a result of proration.

By tendering Eligible Bonds, Eligible Holders will also be consenting to authorize and instruct the trustee of the Eligible Bonds to modify any bonds of their series that remain outstanding after giving effect to the exchange offers by substituting them for New Securities, as will be specified in the Invitation. The modification and substitution will only become effective if the requisite consents contemplated in the applicable indenture are obtained.

The Invitation will expire at 5:00 p.m. (Central European time) on May 11, 2020, unless extended or earlier terminated by the Province (the “Expiration“). Tenders may be revoked at any time at or prior to the Expiration.

The terms and conditions of the Invitation are described in the invitation memorandum dated today (the “Invitation Memorandum“).

The Province has engaged BofA Securities, Inc. and Citigroup Global Markets Inc. to act as dealer managers for the Invitation. D.F. King is acting as exchange, tabulation and information agent. Any questions or requests for assistance regarding the Invitation may be directed to BofA Securities, Inc. at +1 (888) 292-0070 (toll free) or +1 (646) 855-8988 (collect) or Citigroup Global Markets Inc. at +1 (800) 558-3745 (toll free) and +1 (212) 723 6106 (collect).

Eligible Holders, or custodians for such holders, of Eligible Bonds may obtain a copy of the Invitation Memorandum by contacting the dealer managers by calling any one of the numbers above or D.F. King at its email address ([email protected]) or telephone number (+44 20 7920 9700 or +1 212-232-3233) or by download, following registration, via: https://sites.dfkingltd.com/PBA

Important Notice

This announcement is not an offer of securities for sale in the United States, and none of the New Securities has been or will be registered under the U.S. Securities Act of 1933, as amended (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 Securities 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 beneficial owners of Eligible Bonds who are (A) “qualified institutional buyers” as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or (B) (x) outside the United States as defined in Regulation S under the Securities Act, (y) if located within a Member State of the European Economic Area (“EEA“) or the United Kingdom (“UK” and together with EEA each, a “Relevant State”), “qualified investors” as defined in Regulation (EU) 2017/1129 (as amended or superseded, the “Prospectus Regulation”) and (z) if outside the EEA or the UK, is eligible to receive this offer under the laws of its jurisdiction (each an “Eligible Holder“). No offer of any kind is being made to any beneficial owner of Eligible Bonds who does not meet the above criteria or any other beneficial owner located in a jurisdiction where the Invitation is not permitted by law.

The distribution of materials relating to the Invitation may be restricted by law in certain jurisdictions. The Invitation is void in all jurisdictions where it is prohibited. If materials relating to the Invitation come into your possession, you are required by the Province to inform yourself of and to observe all of these restrictions. The materials relating to the Invitation, 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 Invitation 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 Invitation shall be deemed to be made by the dealer manager or such affiliate on behalf of the Province in that jurisdiction.

Forward-Looking Statements

All statements in this press release, other than statements of historical fact, are forward-looking statements. These statements are based on expectations and assumptions on the date of this press release and are subject to numerous risks and uncertainties which could cause actual results to differ materially from those described in the forward-looking statements. Risks and uncertainties include, but are not limited to, market conditions, and factors over which the Province has no control. The Province assumes no obligation to update these forward-looking statements, and does not intend to do so, unless otherwise required by law.

Notice to Investors in the European Economic Area and the United Kingdom

The New Securities 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 a Relevant State. 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), 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. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation“) for offering or selling the New Securities or otherwise making them available to retail investors in a Relevant State has been prepared and therefore offering or selling the New Securities or otherwise making them available to any retail investor in a Relevant State may be unlawful under the PRIIPs Regulation. References to Regulations or Directives include, in relation to the UK, those Regulations or Directives as they form part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 or have been implemented in UK domestic law, as appropriate.

United Kingdom

For the purposes of section 21 of the Financial Services and Markets Act 2000, to the extent that this announcement constitutes an invitation or inducement to engage in investment activity, such communication falls within Article 34 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order“), being a non-real time communication communicated by and relating only to controlled investments issued, or to be issued, by the Province.

Other than with respect to distributions by the Province, this announcement is for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Promotion Order, (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which the announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

. Table A – 2006 Indenture EBs

2006 Indenture Eligible Bonds

ISIN

Outstanding

Principal Amount

Minimum

Denomination

Exchange Offer

Consideration (1)

4.000% USD MTN Due 2020

Reg S XS0234086196

144 A XS0234086436

U.S.$10,616,350.67

U.S.$1 / U.S.$1

U.S.$90 principal amount of

the New USD 2032 Bonds

(subject to the USD Bond

Cap) and U.S.$90 reference

amount of the USD Interest-

Only Securities; or

U.S.$95 principal amount of

the New USD 2040 Bonds

and U.S.$95 reference

amount of the USD Interest-

Only Securities.

 

10.875% USD Bonds Due 2021

Reg S XS0584493349

144 A XS0584497175

U.S.$247,416,140.00

U.S.$100,000 / U.S.$1,000

9.625% USD Bonds Due 2028

Reg S XS0290125391

144 A XS0290124154

U.S.$400,000,000.00

U.S.$100,000 / U.S.$1,000

4.000% USD Bonds Due 2035

Reg S XS0234084738

144 A XS0234085032

U.S.$480,445,406.00

U.S.$1 / U.S.$1

4.000% EUR MTN Due 2020

Reg S XS0234085461

144 A XS0234085891

€95,376,888.15

€1 / €1

€90 principal amount of the

New Euro 2032 Bonds

(subject to the Euro Bond

Cap) and €90 reference

amount of the Euro Interest-

Only Securities; or

€95 principal amount of the

New Euro 2040 Bonds and

€95 reference amount of the

Euro Interest-Only Securities.

4.000% EUR Bonds Due 2035

Reg S XS0234082872

144 A XS0234084142

€577,388,900.00

€1 / €1

(1) Principal or reference amount, as applicable, of New Securities per U.S.$100 or €100 principal amount outstanding (after taking into account amortization payments to date) of Eligible Bonds.

Table B – 2015 Indenture EBs

2015 Indenture Eligible

Bonds

ISIN

Outstanding

Principal Amount

Minimum

Denomination

Exchange Offer

Consideration (1)

9.950% USD Bonds Due 2021

Reg S XS1244682487

U.S.$898,380,908.00

U.S.$150,000 / U.S.$1

U.S.$90 principal amount

of the New USD 2032

Bonds (subject to the

USD Bond Cap); or

U.S.$95 principal amount

of the New USD 2040

Bonds.

 

144 A XS1244682057

6.500% USD Bonds Due 2023

Reg S XS1566193295

U.S.$746,875,000.00

U.S.$150,000 / U.S.$1,000

144 A XS1566193378

9.125% USD Bonds Due 2024

Reg S XS1380274735

U.S.$1,243,557,000.00

U.S.$150,000 / U.S.$1,000

144 A XS1380327368

7.875% USD Bonds Due 2027

Reg S XS1433314314

U.S.$1,749,400,000.00

U.S.$150,000 / U.S.$1,000

144 A XS1433314587

5.375% EUR Bonds Due 2023

Reg S XS1649634034

144 A XS1649634380

€500,000,000.00

€100,000 / €1,000

€90 principal amount of

the New Euro 2032

Bonds (subject to the

Euro Bond Cap); or

€95 principal amount of

the New Euro 2040

Bonds.

(1) Principal or reference amount, as applicable, of New Securities per U.S.$100 or €100 principal amount outstanding (after taking into account amortization payments to date) of Eligible Bonds.

Table C – New Securities

New Securities

Bond Cap 

(million)

U.S. dollar amortizing step-up bonds due 2032

(the “New USD 2032 Bonds“)

U.S.$2,340

euro-denominated amortizing step-up bonds due

2032 (the “New Euro 2032 Bonds“)  

€540

U.S. dollar amortizing step-up bonds due 2040

(the “New USD 2040 Bonds“)

No Cap

euro-denominated amortizing step-up bonds due 2040

(the “New Euro 2040 Bonds“)

No Cap

U.S. dollar-denominated interest-only securities

(the “USD Interest-Only Securities“)

No Cap

euro-denominated interest-only securities (the “Euro

Interest-Only Securities
“)

No Cap

SOURCE The Province of Buenos Aires

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