Banco Hipotecario Announces Early Participation Date Results, Modifications to the Exchange Consideration and Recent Developments

BUENOS AIRES, Argentina, Sept. 22, 2020 /PRNewswire/ -- In connection with its previously-announced offer to exchange (the "Exchange Offer") any and all of its US$279,801,000 aggregate principal amount of outstanding 9.750% Series 29 Notes due 2020 (the "Old Notes") for 9.750% Series 4 Notes due 2025 (the "New Notes"), Banco Hipotecario S.A. (BYMA: BHIP) (the "Bank") announces the results as of the Early Participation Date (as defined below) and its amendments to the Exchange Offer Offering Memorandum dated September 8, 2020 to (i) modify the Exchange Consideration, and (ii) communicate to Eligible Holders (as defined below) certain measures recently adopted by the Argentine Central Bank.

Early Participation Date Results

The Early Participation Date with respect to the Exchange Offer occurred at 5:00 p.m., New York City time, on September 21, 2020 (such time and date, the "Early Participation Date"). According to information provided by D.F. King & Co., Inc. ("D.F. King"), the exchange agent and information agent for the Exchange Offer, US$97,575,000 aggregate principal amount of the Old Notes were validly tendered and were not validly withdrawn prior to or at the Early Participation Date. Such amount represents 34.87% of the outstanding aggregate principal amount of Old Notes.

Holders of Old Notes validly tendered and not validly withdrawn prior to or at the Early Participation Date are eligible to receive an early exchange consideration of US$600.00 of New Notes and US$420.00 of cash (the "Exchange Consideration") per US$1,000 principal amount of the Old Notes validly tendered and accepted for exchange pursuant to the terms of the Exchange Offer Offering Memorandum, as amended on September 22, 2020.

Concurrently with the Early Participation Date, the Withdrawal Date (as defined in the Exchange Offer Offering Memorandum) has also occurred. As a result, any Old Notes validly tendered on or after the date hereof and prior to the Expiration Date may not be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by the Bank).

Modifications to the Exchange Offer Consideration

Eligible Holders who tender their Old Notes on or before the Expiration Date, whether or not they tender their Old Notes before or after the Early Participation Date, whose Old Notes are validly tendered and accepted for exchange, will receive an Exchange Consideration of US$600.00 principal amount of the New Notes and US$420.00 in cash per US$1,000 principal amount of Old Notes validly tendered and accepted for exchange. Accordingly, the Early Exchange Consideration will now be the Exchange Consideration. The revised terms of the Exchange Offer are summarized below:

Recent Developments

Additionally, the Exchange Offer Offering Memorandum was amended to include a description of certain restrictions on access to U.S. dollars recently imposed by the Argentine Central Bank.

On September 15, 2020, the Central Bank issued Communication "A" 7,106, further restricting access to U.S. dollars by imposing new conditions for the purchase of foreign currency in the FX Market.

The Central Bank tightened controls on buying U.S. dollars in the FX Market, transactions involving U.S. dollar-denominated securities and credit card purchases made in foreign currency. The Central Bank also required Argentine companies facing maturities of principal exceeding US$1 million in U.S. dollar-denominated debt per month from October 15, 2020 through March 31, 2021 to submit a restructuring plan to the Central Bank. Such restructuring plan must meet the following criteria: (i) the net amount for which companies may access the FX Market may not exceed 40% of the principal amount subject to maturity and (ii) the remaining principal amount of U.S. dollar-denominated debt shall be replaced with newly-issued obligations with an average duration of no less than two years.

We cannot currently predict the impact these new or any potential future regulations will have on our ability to repay the outstanding principal amount of Old Notes that remain outstanding following settlement of the Exchange Offer on their originally scheduled maturity date nor on our ability to repay our U.S. dollar denominated obligations to Eligible Holders who do not exchange their Old Notes in the Exchange Offer.

General Information

The New Notes are being offered for exchange only (1) to holders of Old Notes that are "qualified institutional buyers" as defined in Rule 144A under U.S. Securities Act, as amended (the "Securities Act"), in a private transaction in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof and (2) outside the United States, to holders of Old Notes other than "U.S. persons" (as defined in Rule 902 under the Securities Act, "U.S. Persons") and who are not acquiring New Notes for the account or benefit of a U.S. Person, in offshore transactions in compliance with Regulation S under the Securities Act, and who are Non-U.S. qualified offerees (as defined in the Exchange Offer Documents). Only holders who have returned a duly completed Eligibility Letter certifying that they are within one of the categories described in the immediately preceding sentence are authorized to receive and review the Exchange Offer Offering Memorandum and to participate in the Exchange Offer (such holders, "Eligible Holders").

The Exchange Offer is subject to certain conditions as described in the Exchange Offer Offering Memorandum (including, without limitation, the Minimum Exchange Condition) which are for the sole benefit of Banco Hipotecario and may be waived by Banco Hipotecario, in full or in part, in its absolute discretion. Although Banco Hipotecario has no present intention to do so, it expressly reserves the right to amend or terminate, at any time, the Exchange Offer and to not accept for exchange any Old Notes not theretofore accepted for exchange. Banco Hipotecario will give notice of any amendments or termination if required by applicable law.

If you do not exchange your Old Notes or if you tender Old Notes that are not accepted for exchange, they will remain outstanding. If Banco Hipotecario consummates the Exchange Offer, the trading market for your outstanding Old Notes may be significantly more limited. For a discussion of this and other risks, see "Risk Factors" in the Exchange Offer Offering Memorandum.

This press release is qualified in its entirety by the Exchange Offer Documents.

None of Banco Hipotecario, its board of directors, the Dealer Managers (as defined herein), the Exchange and Information Agent (as defined herein) or the Trustee (as defined in the Exchange Offer Offering Memorandum) with respect to the Old Notes or any of their respective affiliates is making any recommendation as to whether Eligible Holders should exchange their Old Notes in the Exchange Offer. Holders must make their own decision as to whether to participate in the Exchange Offer, and, if so, the principal amount of Old Notes to exchange.

Neither the delivery of this announcement, the Exchange Offer Documents nor any purchase pursuant to the Exchange Offer shall under any circumstances create any implication that the information contained in this announcement or the Exchange Offer Documents is correct as of any time subsequent to the date hereof or thereof or that there has been no change in the information set forth herein or therein or in Banco Hipotecario's affairs since the date hereof or thereof.

This press release is for informational purposes only and does not constitute an offer or an invitation to participate in the Exchange Offer. The Exchange Offer is being made pursuant to the Exchange Offer Documents (and, to the extent applicable, the local offering documents in Argentina), copies of which will be delivered to holders of the Old Notes, and which set forth the complete terms and conditions of the Exchange Offer. Eligible Holders are urged to read the Exchange Offer Documents carefully before making any decision with respect to their Old Notes. The Exchange Offer is not being made to, nor will Banco Hipotecario accept exchanges of Old Notes from holders in any jurisdiction in which it is unlawful to make such an offer.

D.F. King & Co., Inc. is acting as the exchange agent and as the information agent (the "Exchange and Information Agent") for the Exchange Offer. BCP Securities LLC, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are acting as Dealer Managers (the "Dealer Managers") for the Exchange Offer.

For further information about the Exchange Offer, please log into the website www.dfking.com/hipotecario. Alternatively, please contact the Exchange and Information Agent at 48 Wall Street, 22nd Floor, New York, New York 10005, by telephone at +1 (212) 269-5550 (banks and brokers) or +1 (800) 669-5550 (toll free) or by email at [email protected]. Requests for documentation should be directed to the Exchange and Information Agent.

About Banco Hipotecario S.A.

Banco Hipotecario is a full-service commercial bank with operations throughout Argentina. Its shares are listed on Bolsas y Mercados Argentinos S.A. (BYMA) under the ticker symbol "BHIP." Established in 1886 by the Argentine government and privatized in 1999, Banco Hipotecario offers a wide range of banking products and services such as consumer and corporate loans, savings accounts, credit and debit cards, and related financial services to individuals, small- and medium-sized enterprises and large corporations. All of its operations are located in Argentina through a nationwide network in all 23 provinces of Argentina and in the City of Buenos Aires. Banco Hipotecario seeks to distinguish itself from other Argentine banks through its focus on housing and consumer loans, which it believes offers attractive opportunities for continued growth.

Forward Looking Statements

This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, statements related to Banco Hipotecario's expectations regarding the performance of its business, financial results, liquidity and capital resources, contingencies and other non-historical statements. You can identify these forward-looking statements by the use of words such as "believes," "expects," "potential," "continues," "may," "will," "should," "seeks," "approximately," "predicts," "intends," "plans," "estimates," "anticipates" or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks, uncertainties and assumptions. These statements should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this press release and in the Exchange Offer Documents. Banco Hipotecario undertakes no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.

Media Contact:

Banco Hipotecario S.A.
Reconquista 151, 5th floor
City of Buenos Aires
Argentina

Corporate Communications and Investor Relations

Eliezer Baschkier
Reconquista 151, 5th floor
City of Buenos Aires
Argentina
T: +(54) 11 4347 5967
F: +(54) 11 4347 5874
Email: [email protected]

SOURCE Banco Hipotecario S.A.

Related Links

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