The Province of Córdoba Announces Commencement of Consent Solicitation

CORDOBA, Argentina, Nov. 6, 2020 /PRNewswire/ — The Province of Córdoba (the “Province“) today announced that it is soliciting the holders of each series of the eligible notes set forth in the table below (the “Eligible Notes“) other than Ineligible Holders (as defined below) (“Holders“) to consent to certain modifications (the “Proposed Modifications“) to their respective series of Eligible Notes.  The solicitation of consents (“Consents“) to the Proposed Modifications with respect to each series of Eligible Notes (each a “Consent Solicitation,” and together the “Consent Solicitations“) is being made upon the terms and subject to the conditions set forth in the Province’s consent solicitation statement dated today (as it may be amended or supplemented from time to time, the “Consent Solicitation Statement“).  The purpose of the Consent Solicitation is to achieve a sustainable debt profile for the Province.

The following table sets forth certain information relating to the Eligible Notes:


Series of Notes


ISIN

CUSIP


Principal Amount
Outstanding


Minimum
Denomination


7.125% Notes due 2021
(the “2021 Notes“)


144A: US74408DAC83

144A:
74408D AC8


U.S.$709,405,000


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









Reg S: USP79171AD96

Reg S:
P79171 AD9




7.450% Notes due 2024
(the “2024 Notes“)


144A: US74408DAD66

144A:
74408D AD6


U.S.$510,000,000









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



Reg S: USP79171AE79

Reg S:
P79171 AE7





7.125% Notes due 2027
(the “2027 Notes“)


144A: US74408DAE40

144A:
74408D AE4


U.S.$450,000,000


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









Reg S: USP79171AF45

Reg S:
P79171 AF4



Terms of the Consent Solicitation

The Consent Solicitations will expire at 5:00 p.m. (New York City time) on November 23, 2020 (such time and date, as may be extended or earlier terminated by the Province, the “Expiration“).

Consents may be revoked at any time on or prior to the earlier of the Expiration and the date the requisite consents contemplated in the applicable indenture for such series of Eligible Notes are accepted (the “Consent Date“).  The Province expects to execute both (i) the Supplemental Indentures (as defined in the Consent Solicitation Statement) giving effect to the Proposed Modifications with respect to all series of Eligible Notes for which the Requisite Consents are received and accepted, and (ii) the Modified Notes (as defined in the Consent Solicitation Statement) promptly after the earlier of the Expiration or the Consent Date.

With regard to each series of Eligible Notes, it is a condition to the effectiveness of the relevant Proposed Modifications that the Province receives and accept valid Consents from Holders representing the requisite majorities provided for in the applicable indenture (the “Requisite Consents“), as described under “Terms of the Consent Solicitation—Proposed Modifications” of the Consent Solicitation Statement.

For the avoidance of doubt, the Province will only accept Consents to effect the Proposed Modifications to the extent that it receives Requisite Consents from each series of Eligible Notes to effect the Proposed Modifications to all series of Eligible Notes (the “Participation Condition”).

Annex A to this announcement sets forth a summary of the Proposed Modifications to each series of Eligible Notes. 

The terms and conditions of the Consent Solicitation are described in full in the Consent Solicitation Statement.

Consent Consideration

Holders will not be entitled to receive any cash payment for any interest accrued and unpaid on any Eligible Notes that are modified and substituted for Modified Notes pursuant to any Consent Solicitation.  Holders who submit valid and accepted Consents will instead receive the Accrued Interest Consideration (as defined in the Consent Solicitation Statement).  Holders who do not submit Consents will only be entitled to receive the Reduced Interest Consideration (as defined in the Consent Solicitation Statement).

The Eligible Notes were not, and the Modified Notes will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act“), or any state securities law. The Modified Notes may not be offered or sold in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

The Province has engaged HSBC Securities (USA) Inc. and J.P. Morgan Securities LLC to act as consent solicitation agents for the Consent Solicitation. D.F. King & Co., Inc. is acting as information and tabulation agent. Any questions or requests for assistance regarding the Consent Solicitation may be directed to HSBC Securities (USA) Inc. at +1 (888) HSBC-4LM (toll free) and +1 (212) 525-5552 (collect) or J.P. Morgan Securities LLC at +1 (866) 846-2874 (toll free) and +1 (212) 834-7279 (collect).

Before you submit your Consent, you should read the Consent Solicitation Statement. Holders, or custodians for such holders, of Eligible Notes may obtain a copy of the Consent Solicitation Statement by contacting the consent solicitation agents calling any of the above numbers or by contacting D.F. King & Co., Inc. at its email address ([email protected]) or telephone number (+1 (212) 269-5550 (banks and brokers) / +1 (866) 342-4884 (all others)) or by download, following registration, via: www.dfking.com/cordoba.

Important Notice

The distribution of materials relating to the Consent Solicitation may be restricted by law in certain jurisdictions. The Consent Solicitation is void in all jurisdictions where it is prohibited. If materials relating to the Consent Solicitation come into your possession, you are required by the Province to inform yourself of and to observe all of these restrictions, including whether you are a Holder pursuant to the laws of your jurisdiction. The materials relating to the 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. Holders should carefully review the restrictions and limitations applicable in certain jurisdictions and the manner in which the Consent Solicitation Statement will be made available in such jurisdictions, as set forth under “Transfer Restrictions” and “Jurisdictional Restrictions” of the Consent Solicitation Statement.

If a jurisdiction requires that the Consent Solicitation be made by a licensed broker or agent and a consent solicitation agent or any affiliate of a consent solicitation agent is a licensed broker or agent in that jurisdiction, the Consent Solicitation shall be deemed to be made by the consent solicitation agent or such affiliate on behalf of the Province in that jurisdiction. This announcement shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other 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 other jurisdiction. The offering of these securities will be made only by means of the Consent Solicitation Statement.

Neither the Province, the Trustee, the Consent Solicitation Agents or the Information and Tabulation Agent has expressed any opinion as to whether the terms of the Consent Solicitation are fair.  In addition, none of the clearing systems through which you may deliver your Consent has expressed any opinion as to whether the terms of the Consent Solicitation are fair.  Neither the Province, the Trustee, the Consent Solicitation Agents or the Information and Tabulation Agent makes any recommendation that you deliver Consents or refrain from doing so pursuant to the Consent Solicitation, and no one has been authorized by the Province, the Trustee, the Consent Solicitation Agents, or the Information and Tabulation Agent to make any such recommendation.  You must make your own decision as to whether to deliver your Consent or refrain from doing so.

Forward-Looking Statements

This announcement contains certain “forward-looking” statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are based on current plans, estimates and projection, and therefore you should not put undue reliance on them. These statements are likely to relate to, among other things, the Province’s goals, plans and projections regarding its financial position, results of operations, expenses, performance or the outcome of contingencies such as legal proceedings, which are based on current expectations that involve inherent risks and uncertainties, including internal or external factors that could delay, divert or change any of them in the next several years. The Province undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

Notice to Holders

For the purposes of this announcement, “Ineligible Holder” means each beneficial owner located within a Member State of the European Economic Area or the United Kingdom (each, a “Relevant State“) who is not a “qualified investor” (as defined in Regulation (EU) 2017/1129 (the “Prospectus Regulation“)) or any other beneficial owner located in a jurisdiction where the Consent Solicitation is not permitted by law.  No offer of any kind is being made to Ineligible Holders.  For further details about eligible offerees and resale restrictions, see the Consent Solicitation Statement.

Notice to Holders In the United States

The Province is making this announcement in reliance on exemptions from the registration requirements of the Securities Act.  This announcement is directed only (1) to holders of Eligible Notes who are “qualified institutional buyers” as defined in Rule 144A under the Securities Act (“QIBs“) and (2) outside the United States, to holders of Eligible Notes other than “U.S. persons” (as defined in Rule 902 under the Securities Act).

These exemptions apply to offers and sales of securities that do not involve a public offering. The Modified Notes have not been recommended by any U.S. or non-U.S. securities authorities, and these authorities have not determined that this announcement is accurate or complete. Any representation to the contrary is a criminal offense.

Notice to Holders In the EEA and the United Kingdom

The Modified Notes are not intended to be offered, sold, or otherwise made available to any retail investor in the European Economic Area (“EEA“) or in the United Kingdom (“UK“). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation“) for offering or selling the Modified Notes or otherwise making them available to retail investors in the EEA or the UK has been prepared and therefore offering or selling the Modified Notes or otherwise making them available to any retail investor in the EEA or the UK may be unlawful under the PRIIPs Regulation.

For the purposes of these provisions: the expression “retail investor” means a person who is one (or more) of the following: (A) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (B) 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.  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.

ANNEX A

Eligible Notes


Existing Terms


Amended Terms

2021 Notes


Interest Rate: 7.125%


• Interest Rate:
–  From and including the Settlement Date to, but excluding, December 10, 2022: 1.125%
From and including December 10, 2022 to, but excluding, the maturity date: 5.125%








• Maturity:  June 10, 2021


Maturity:  December 10, 2026








Interest Payments:  June 10 and December 10, commencing on December 10, 2016


Interest Payments

–  Quarterly, commencing on December 10, 2020.

–  Interest payments shall be paid in cash.








Amortization: Bullet


Amortization: Principal will be repaid in quarterly installments commencing on September 10, 2023 as set forth in “Amortization Schedule of Modified Notes” below.






2024 Notes


Interest Rate: 7.450%


Interest Rate:
–  From and including the Settlement Date to, but excluding, September 1, 2022: 1.125%
–  From and including September 1, 2022 to, but excluding, the maturity date: 5.125%








Maturity: September 1, 2024


Maturity:  September 1, 2028








Interest Payments:  March 1 and September 1, commencing on September 1, 2017


Interest Payments
–  Quarterly, commencing on March 1, 2021.
–  Interest payments shall be paid in cash.








Amortization: Bullet


Amortization: Principal will be repaid in quarterly installments commencing on September 1, 2026 as set forth in “Amortization Schedule of Modified Notes” below.






2027 Notes


Interest Rate: 7.125%


Interest Rate:
–  From and including the Settlement Date to, but excluding, August 1, 2022: 1.125%
–  From and including August 1, 2022 to, but excluding, the maturity date: 5.125%








• Maturity:  August 1, 2027


Maturity:  February 1, 2030








Interest Payments:  February 1 and August 1, commencing on February 1, 2018


Interest Payments
–  Quarterly, commencing on February 1, 2021.
–  Interest payments shall be paid in cash.








Amortization: Bullet


Amortization: Principal will be repaid in quarterly installments commencing on August 1, 2027 as set forth in “Amortization Schedule of Modified Notes” below.

AMORTIZATION SCHEDULE OF THE MODIFIED NOTES

Eligible Notes


Amortization Schedule of the Modified Notes





2021 Notes


Payment Date

% of
Outstanding Principal
Amount Payable(1)(2)



September 10, 2023

5.00%



December 10, 2023

5.00%



March 10, 2024

5.00%



June 10, 2024

5.00%



September 10, 2024

5.00%



December 10, 2024

5.00%



March 10, 2025

8.75%



June 10, 2025

8.75%



September 10, 2025

8.75%



December 10, 2025

8.75%



March 10, 2026

8.75%



June 10, 206

8.75%



September 10, 2026

8.75%



December 10, 2026

8.75%





2024 Notes


Payment Date

% of
Outstanding Principal
Amount Payable(1)(2)



September 1, 2026

10.00%



December 1, 2026

10.00%



March 1, 2027

10.00%



June 1, 2027

10.00%



September 1, 2027

10.00%



December 1, 2027

10.00%



March 1, 2028

13.33%



June 1, 2028

13.33%



September 1, 2028

13.34%





2027 Notes


Payment Date

% of
Outstanding Principal
Amount Payable(1)(2)



August 1, 2027

10.00%



November 1, 2027

10.00%



February 1, 2028

7.50%



May 1, 2028

7.50%



August 1, 2028

7.50%



November 1, 2028

7.50%



February 1, 2029

10.00%



May 1, 2029

10.00%



August 1, 2029

10.00%



November 1, 2029

10.00%



February 1, 2030

10.00%



(1)

% of outstanding principal amount after giving effect to the additional Modified Notes to be issued as Accrued Interest Consideration and Reduced Interest Consideration.

(2)

To the extent necessary, principal payments may be rounded down to the nearest whole number, with any difference being paid at maturity.

SOURCE The Province of Córdoba


Source

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