The Province of Mendoza Announces Results of Invitation

CITY OF MENDOZA, MENDOZA, Argentina, Sept. 30, 2020 /PRNewswire/ -- The Province of Mendoza (the "Province") announced today the results of its invitation (the "Invitation") to participate in a liability management transaction relating to its U.S.$590,000,000 8.375% Notes due 2024 (the "Existing Notes"), made on the terms and conditions set forth in its amended and restated invitation memorandum dated July 6, 2020 (as supplemented on September 22, 2020, the "A&R Invitation Memorandum").

The aggregate principal amount of Existing Notes tendered and accepted in the Invitation as of 9:00 a.m. New York Time on September 29, 2020 was U.S.$562,082,000, representing approximately 95.27% aggregate principal amount of the Existing Notes. Consents delivered are sufficient to give effect to the Proposed 75% Modifications (as defined in the A&R Invitation Memorandum) and modify and/or exchange all Existing Notes for new amortizing step-up securities due 2029 (the "New Notes").

The Settlement Date, the Execution Date and the Effective Date, each as defined in the A&R Invitation Memorandum, are expected to occur on October 5, 2020, or as soon as practicable thereafter. On such date, the Province expects to (i) issue New Notes in exchange for Existing Notes accepted in the Invitation; (ii) pay in cash an aggregate amount of Consent Payment of U.S.$23,539,994.16 to holders whose Existing Notes validly tendered prior to the Consent Payment Eligibility Deadline were accepted by the Province; and (iii) together with the Trustee, execute the first supplemental indenture to the Indenture to modify and exchange the Existing Notes that were not tendered in the Exchange Offer (as defined in the A&R Invitation Memorandum) for New Notes, pursuant to the A&R Invitation Memorandum.

Credit Suisse Securities (USA) LLC and AdCap Securities Ltd. acted as dealer managers for the Invitation. D.F. King acted as information, tabulation and exchange agent. Any questions or requests for information regarding the Invitation or the Exchange Offer may be directed to Credit Suisse Securities (USA) LLC, Inc. at +1 (212) 538-2147 (Collect) - +1 (800) 820-1653 (Toll-free), AdCap Securities Ltd. at +1 646 280 8732.

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Important Notice

This announcement is not an offer of securities for sale in the United States, and the New Notes have not been and will not 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 announcement does not constitute an offer of New Notes (as defined in the Amended and Restated Invitation Memorandum) 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 Existing Notes 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 Existing Notes 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 Notes 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 Notes or otherwise making them available to retail investors in a Relevant State has been prepared and therefore offering or selling the New Notes 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.

SOURCE The Province of Mendoza