Province Of Neuquén Announces The Modification Of The Exchange Ratio Of Its Exchange Offer

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 Common Code 2021 Notes Original Current Amortized Outstanding Consideration per U.S.$ 1,000
Principal Original
Number Outstanding Principal Amount (in millions) Principal Amount of
Amount (in millions) 2021 Notes Accepted for Exchange
--- ------------------- --------------------------------


64126B AB6 / US64126BAB62 062039710 144A / 7.875% Secured U.S.$ 260.0 U.S.$ 158.6 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.
144A 062044225 Reg. S Notes due 2021
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, Results Announcement Date
2016, or as soon as practicable thereafter



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, amonteiro@haciendanqn.gob.ar,+54(299)4495505; Liliana Murisi, lmurisi@haciendanqn.gob.ar,+54(299)4495539

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