Comunicado N° 8438 Ref.: Oferta de Canje de TD Gar. c/Reg

F-90822.02
Comunicado N° 8438
Ref.: Oferta de Canje de
TD Gar. c/Reg. Hidrocarburíferas 26/04/2021
(Provincia de Neuquén)
Código CVSA: 91505
Código ISIN: USP71695AB92
Buenos Aires, 11 de Mayo de 2015
Sres. Depositantes
Tengo el agrado de dirigirme a Uds., a efectos de hacerles llegar la información complementaria recibida de
la Central Depositaria Internacional Euroclear Bank, sobre la Oferta de Canje de los títulos de la referencia,
informada a ustedes en el Comunicado N° 8436.
Para mayor información adjuntamos la documentación recibida de la Central antes mencionada (Anexo I).
Cabe recordar que Caja de Valores S.A. trasladará a los señores depositantes los cargos que surjan de las
gestiones relacionadas con el presente evento.
Señalamos que es de exclusiva responsabilidad de los Depositantes y de los tenedores de los títulos tomar o
no acción al respecto; razón por la cual las condiciones del presente no podrán interpretarse como
recomendaciones o sugerencias de Caja de Valores S.A. para participar en el evento.
Sin otro particular los saluda atentamente,
SEVERO I. RIZZO
GERENTE GENERAL
ES
Caja de Valores S.A. - Agente de Depósito Colectivo - Agente de Custodia, Registro y Pago, registrado bajo el N°19 de la CNV
25 de Mayo 362 – Ciudad Autónoma de Buenos Aires – Argentina - C1002ABH- Tel. 4317-8900 www.cajval.sba.com.ar
NEUQUÉN, Argentina, May 10, 2016 /PRNewswire/ ­­ The Province of Neuquén (the "Province")
announced on May 10, 2016 the modification of the exchange ratio of its offer to exchange to
holders of its 7.875% Secured Notes due 2021 for its 8.625% Secured Notes due 2028 (the "New
Notes") launched on Monday, May 2, 2016 (the "Exchange Offer"). The New Notes were offered
concurrently with the Province's offer to sell U.S.$235,000,000 of its New Notes, which was
launched on Thursday, May 5, 2016 (the "Concurrent Offer") for expected settlement on May 12,
2016.
The exchange ratio of the Exchange Offer, as modified today, is 1.03. Accordingly, the
consideration per U.S.$ 1,000 Original Principal Amount of 2021 Notes Accepted for Exchange
will be New Notes having a principal amount equal to U.S.$ 1,000 multiplied by an exchange ratio
of 1.03 and an amortization factor of 0.61, and an amount of cash for accrued interest, as
described herein.
The Exchange Offer is scheduled to expire on May 12, 2016, 5:00 P.M., New York City Time, and
the settlement of the Exchange Offer is expected to take place on May 17, 2016. Any and all New
Notes issued in the Concurrent Offer will (i) constitute a single series with, (ii) have the same
terms and conditions as, (iii) be assigned the same CUSIP and ISIN numbers and Common
Codes as and (iv) be fungible with, the New Notes issued pursuant to the Exchange Offer. The
completion of the Exchange Offer is conditioned on, among other things, the closing of the
Concurrent Offer, which is expected to occur on May 12, 2016.
CUSIP / ISIN
Number
Common Code
2021 Notes
64126B AB6 /
062039710 144A /
062044225 Reg. S
7.875% Secured
Notes due 2021
US64126BAB62 144A
Original
Outstanding
Principal
Amount (in
millions)
Current
Amortized
Outstanding
Principal
Amount (in
millions)
U.S.$ 260.0
U.S.$ 158.6
Consideration per U.S.$ 1,000 Original
Principal Amount of
2021 Notes Accepted for Exchange
New Notes having a principal amount equal
to U.S.$ 1,000 multiplied by an exchange
ratio of 1.03 and an amortization factor of
0.61, and an amount of cash for accrued
interest, as described herein.
P71695 AB9 /
USP71695AB92
Reg. S
The Province will not accept any tender of 2021 Notes having an original principal amount of less
than U.S.$ 250,000.
On the settlement date of the Exchange Offer, the Province will pay in cash any accrued and
unpaid interest with respect to the 2021 Notes accepted for exchange to, but excluding, the
settlement date of the Concurrent Offer. No amount will be paid for interest on the 2021 Notes
accepted for exchange accrued on and after the settlement date of the Concurrent Offer. The
New Notes received in exchange for your 2021 Notes will accrue interest commencing on the
settlement date of the Concurrent Offer.
The Province reserves the right not to accept any tenders that, in its sole discretion, do not
comply with the requirements set forth in the exchange offer memorandum or to modify in any
manner any of the terms and conditions of the Exchange Offer, including without limitation the
consideration to be payable for 2021 Notes accepted for exchange, subject to any legal
requirements to extend the Expiration Time of the Exchange Offer.
All of the New Notes will be governed by the laws of the State of New York and will contain
collective action clauses. The Province will apply to list the New Notes on the Luxembourg Stock
Exchange, and has applied to have the New Notes admitted to trading on the Euro MTF market of
the Luxembourg Stock Exchange, the Mercado de Valores de Buenos Aires S.A. and the
Mercado Abierto Electrónico S.A.
The following summarizes the anticipated time schedule for the Exchange Offer assuming, among
other things, that the Expiration Date is not extended. All references are to New York City time
unless otherwise noted.
Date
Action
May 2, 2016
Commencement Date of the Exchange Offer
5:00 P.M., New York City Time, on May 12, 2016
Expiration Time
At or around 9:00 A.M., New York City Time, on May 13,
2016, or as soon as practicable thereafter
May 17, 2016, or as soon as practicable thereafter
Results Announcement Date
Settlement Date of the Exchange Offer
Unless the Exchange Offer is extended, in which case a new Settlement Date
of the Exchange Offer will be announced, the Province on this date will credit
the New Notes to the clearing systems as registered holders of the New Notes
for the benefit of the tendering holders.
Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC act as the Dealer Managers,
Banco de Galicia y Buenos Aires S.A., Banco Macro S.A. and Puente Hnos S.A. act as the Local
Dealer Managers, Global Bondholder Services Corporation acts as the Exchange Agent and the
Information Agent and Deutsche Bank Luxembourg S.A. acts as the Luxembourg Listing Agent.
Holders or custodians who would like to obtain more information concerning the Exchange Offer
may direct their questions to the Information Agent at the following telephone number: +1 212 430
3774. You are not eligible to receive or review the exchange offer memorandum or to participate
in the Exchange Offer unless you have previously completed a letter of eligibility.
This announcement is not an offer or a solicitation of offers to exchange any securities.
The summary of the terms of the Exchange Offer and of the New Notes is not complete
and neither contains all the terms nor all the relevant information for a decision to
participate in the Exchange Offer. The Exchange Offer will be made by means of an
exchange offer memorandum which will contain a complete description of the Province,
the Exchange Offer and the New Notes. The distribution of materials relating to the
Exchange Offer, and the transactions contemplated by the Exchange Offer, may be
restricted by law in certain jurisdictions. If materials relating to the Exchange Offer 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 Exchange Offer do not
constitute, and may not be used in connection with, an offer or solicitation in any place
where such offers or solicitations are not permitted by law.
The New Notes have not been and will not be registered under the U.S. Securities Act of
1933, as amended (the "Securities Act"). This announcement does not constitute a public
offer in the United States of America. The New Notes may not be offered or sold in the
United States of America absent registration with the U.S. Securities and Exchange
Commission or an exemption from registration under the Securities Act.
SOURCE The Province of Neuquen
Find this article at: http://www.prnewswire.co.uk/news­releases/province­of­neuquen­announces­the­modification­of­the­exchange­ratio­of­its­exchange­offer­
578869141.html
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