NEUQUÉN, Argentina, May 2, 2016 /PRNewswire/ -- The Province of Neuquén (the "Province") launched today an offer to exchange (the "Exchange Offer") any and all of its 7.875% Secured Notes due 2021 (the "2021 Notes") for U.S.$ Secured Notes due 2028 (the "New Notes").
The Province expects to sell its New Notes on or about May 5, 2016 in a concurrent offer (the "Concurrent Offer") for expected settlement on May 12, 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.
CUSIP / ISIN Common Code 2021 Notes Original Outstanding Principal
Amount (in millions) Current Consideration per
Number Amortized U.S.$ 1,000 Original
Outstanding Principal Amount of
Principal 2021 Notes Accepted
Amount (in for Exchange
64126B AB6 / 062039710 144A / 062044225 Reg. S 7.875% Secured U.S.$ 260.0 U.S.$ 158.6 New Notes having a
US64126BAB62 Notes due 2021 principal amount equal
144A P71695 AB9 / U.S.$ 1,000 multiplied
USP71695AB92 an exchange ratio of
Reg. S and an amortization
of 0.61, and an amount
cash for accrued
as described herein.
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.
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 Results Announcement Date
May 17, 2016, or as soon as practicable thereafter 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.
The Province of Neuquen
CONTACT: Alejandro Monterio, firstname.lastname@example.org,+54(299)449-5505 or Liliana Murisi, email@example.com,+54(299)449-5539