IRSA And IRSA CP Announce Final Results of the Tender Offers and Consent Solicitation for IRSA's Outstanding 11.500% Notes due 2020, Series No. 2, IRSA's Outstanding 8.500% Notes due 2017, Series No. 1 and IRSA CP's Outstanding 7.875% Notes due 2017, Series No. 1

BUENOS AIRES, Argentina, April 4, 2016 /PRNewswire/ -- IRSA and IRSA CP (together, the "Purchasers") today announced the results of the previously announced tender offers to purchase for cash (the "Tender Offers"): (i) up to US$76.5 million in aggregate principal amount (the "2020 Notes Tender Cap") of IRSA's outstanding 11.500% Notes due 2020, Series No. 2 (the "2020 Notes"); (ii) any and all of IRSA's outstanding 8.500% Notes due 2017, Series No. 1 (the "2017 Notes"); and (iii) any and all of IRSA CP's outstanding 7.875% Notes due 2017, Series No. 1 (the "IRSA CP Notes" and, together with the 2020 Notes and the 2017 Notes, the "Existing Notes"). The principal purpose of the Tender Offers was to retire and cancel the Existing Notes purchased by the Purchasers in the Tender Offers.

Except for the extensions for the Tender Offer for the 2017 Notes of the Early Tender Time (the "2017 Notes Early Tender Time") and of the Expiration Time described in the press releases dated March 17, 2016 and April 1, 2016 (together, the "Results Press Releases"), all other terms and conditions of the Tender Offers and the Consent Solicitation remain in full force and effect. Such terms and conditions are described in the Offer to Purchase and Consent Solicitation Statement, dated March 3, 2016 (the "Statement"), as amended by the Results Press Releases, and the related Consent and Letter of Transmittal (together with the Statement, the "Offer Documents"), previously distributed to the holders of the Existing Notes. As previously announced by the Purchasers, the expiration of the Tender Offers and Consent Solicitation (as defined below) relating to the 2020 Notes and the IRSA CP Notes occurred at 11:59 p.m. (New York City time) on March 31, 2016 (the "2020 Notes and IRSA CP Notes Expiration Time"), and the expiration of the Tender Offer and Consent Solicitation for the 2017 Notes has occurred (as extended) at 5:00 p.m. (New York City time) on April 1, 2016 (the "2017 Notes Expiration Time").

In conjunction with the Tender Offers, as previously announced, (i) IRSA solicited from (a) holders of the 2020 Notes consents (the "2020 Notes Consents") to certain proposed amendments (the "2020 Notes Proposed Amendments") to the indenture, dated as of July 20, 2010 (the "2020 Notes Indenture"), among IRSA, The Bank of New York Mellon, as trustee, co-registrar, principal paying agent and transfer agent, and Banco Santander Río S.A., as registrar, paying agent, transfer agent and representative of the Trustee in Argentina, which would modify or eliminate certain restrictive covenants and certain other provisions in such indenture and the 2020 Notes, and (b) holders of the 2017 Notes consents (the "2017 Notes Consents") to certain proposed amendments (the "2017 Notes Proposed Amendments") to the indenture, dated as of February 2, 2007 (the "2017 Notes Indenture"), among IRSA, The Bank of New York, as trustee, co-registrar, principal paying agent and transfer agent, and Banco Río de la Plata S.A., as registrar, paying agent, transfer agent and representative of the Trustee in Argentina, which would eliminate substantially all of the restrictive covenants, and modify or eliminate certain events of default and certain other provisions in such indenture and the 2017 Notes and (ii) IRSA CP solicited from holders of the IRSA CP Notes consents (together with the 2020 Notes Consents and the 2017 Notes Consents, the "Consents") to certain proposed amendments (the "IRSA CP Notes Proposed Amendments") to the indenture, dated as of May 11, 2007 (the "IRSA CP Notes Indenture"), among IRSA CP, The Bank of New York Mellon (as successor to The Bank of New York), as trustee, co-registrar, principal paying agent and transfer agent, and Banco Santander Río S.A., as registrar, paying agent, transfer agent and representative of the Trustee in Argentina, which would eliminate substantially all of the restrictive covenants and modify or eliminate certain events of default and certain other provisions in such indenture and the IRSA CP Notes. IRSA's and IRSA CP's solicitation of the Consents is referred to as the "Consent Solicitation."

The following table sets forth the results of the Tender Offers and the Consent Solicitation, according to the information provided by Bondholder Communications Group, LLC (the "Tender Agent") as of the 2020 Notes and IRSA CP Notes Expiration Time, in the case of the 2020 Notes and the IRSA CP Notes, and as of the 2017 Notes Expiration Time, in the case of the 2017 Notes, describing the amount and percentage of Existing Notes validly tendered and not validly withdrawn and the percentage of Consents received and not revoked in the Consent Solicitation.

As previously announced, holders of 2020 Notes who validly tendered and did not validly withdraw their 2020 Notes prior to 5:00 p.m. (New York City time) on March 16, 2016 (the "Early Tender Time") will be eligible to receive US$1,110.00 per US$1,000 principal amount of such 2020 Notes that are accepted for purchase, which includes an Early Tender Payment of US$30.00 per US$1,000 principal amount of the 2020 Notes and a Consent Payment of US$10.00 per US$1,000 principal amount of the 2020 Notes. Holders of 2020 Notes who validly tendered and did not validly withdraw their 2020 Notes after the Early Tender Time and prior to the 2020 Notes and IRSA CP Notes Expiration Time will be eligible to receive US$1,070.00 per US$1,000 principal amount of such 2020 Notes that are accepted for purchase. IRSA expects to make such payments on April 8, 2016 (the "Final Settlement Date"). Holders of the 2020 Notes whose 2020 Notes are purchased will receive accrued and unpaid interest in respect of their purchased 2020 Notes from the last interest payment date to, but not including, the Final Settlement Date. Holders of the 2020 Notes who validly delivered and did not validly revoke 2020 Notes Consents prior to the Early Tender Time (but did not tender their 2020 Notes) will be eligible to receive US$10.00 per US$1,000 principal amount of 2020 Notes with respect to which such 2020 Notes Consents were so delivered and are accepted by IRSA. IRSA expects to make such payment on the Final Settlement Date.

Holders of 2017 Notes who validly tendered and did not validly withdraw their 2017 Notes prior to the 2017 Notes Expiration Time will be eligible to receive US$1,005.00 per US$1,000 principal amount of the 2017 Notes that are accepted for purchase, which includes an Early Tender Payment of US$30.00 per US$1,000 principal amount of the 2017 Notes. IRSA expects to make such payment on the Final Settlement Date. Holders of the 2017 Notes whose 2017 Notes are purchased will receive accrued and unpaid interest in respect of their purchased 2017 Notes from the last interest payment date to, but not including, the Final Settlement Date.

As previously announced, holders of IRSA CP Notes who validly tendered and did not validly withdraw their IRSA CP Notes after the Early Tender Time and prior to the 2020 Notes and IRSA CP Notes Expiration Time will be eligible to receive US$974.50 per US$1,000 principal amount of such IRSA CP Notes that are accepted for purchase. IRSA CP expects to make such payment on the Final Settlement Date. Holders of the IRSA CP Notes whose IRSA CP Notes are purchased on the Final Settlement Date will receive accrued and unpaid interest in respect of their purchased IRSA CP Notes from the last interest payment date to, but not including, the Final Settlement Date.

As previously announced, holders of IRSA CP Notes who validly tendered and did not validly withdrew their IRSA CP Notes prior to the Early Tender Time received US$1,004.50 per US$1,000 principal amount of such IRSA CP Notes accepted for purchase, which included an Early Tender Payment of US$30.00 per US$1,000 principal amount of the IRSA CP Notes. IRSA CP made such payment on March 28, 2016.

As previously announced, IRSA received 2020 Notes Consents from holders of a majority in aggregate principal amount of the 2020 Notes to adopt the 2020 Notes Proposed Amendments to the 2020 Notes Indenture. The adoption of the 2020 Notes Proposed Amendments required the affirmative vote of the holders of a majority of the aggregate principal amount of the 2020 Notes then outstanding represented and voting at a meeting of the holders of such 2020 Notes convened and at which a quorum is present in accordance with the 2020 Notes Indenture and applicable law. A meeting of the holders of the 2020 Notes was held on March 23, 2016 at which a quorum was present and the holders of a majority of the aggregate principal amount of the 2020 Notes then outstanding affirmatively voted to approve the 2020 Notes Proposed Amendments. On March 28, 2016, IRSA and the trustee under the 2020 Notes Indenture executed a supplemental indenture to reflect the 2020 Notes Proposed Amendments, which will become operative concurrently with the acceptance of and payment for all 2020 Notes that were validly tendered (and not validly withdrawn) in the Tender Offer for the 2020 Notes. IRSA intends to waive the 2020 Notes Tender Cap.

IRSA also announced today that it has received 2017 Notes Consents from holders of a majority in aggregate principal amount of the 2017 Notes to adopt the 2017 Notes Proposed Amendments to the 2017 Notes Indenture. The adoption of the 2017 Notes Proposed Amendments requires the affirmative vote of the holders of a majority of the aggregate principal amount of the 2017 Notes then outstanding represented and voting at a meeting of the holders of such 2017 Notes convened and at which a quorum is present in accordance with the 2017 Notes Indenture and applicable law. The meeting of the holders of the 2017 Notes called for March 23, 2016 was not held because a quorum was not present. A second call meeting of the holders of the 2017 Notes has been called for April 7, 2016. If a quorum is present and the holders of a majority of the aggregate principal amount of the 2017 Notes then outstanding affirmatively vote to approve the 2017 Notes Proposed Amendments, IRSA intends to execute a supplemental indenture to reflect the 2017 Notes Proposed Amendments immediately thereafter. Such supplemental indenture will only become operative concurrently with the acceptance of and payment for all 2017 Notes that were validly tendered (and not validly withdrawn) in the Tender Offer for the 2017 Notes.

As previously announced, IRSA CP did not receive IRSA CP Consents from holders of a majority in aggregate principal amount of the IRSA CP Notes to adopt the IRSA CP Notes Proposed Amendments to the IRSA CP Notes Indenture. The adoption of the IRSA CP Notes Proposed Amendments required the affirmative vote of the holders of a majority of the aggregate principal amount of the IRSA CP Notes then outstanding represented and voting at a meeting of the holders of such IRSA CP Notes convened and at which a quorum was present in accordance with the IRSA CP Notes Indenture and applicable law. The meeting of the holders of the IRSA CP Notes called for March 23, 2016 was not held because a quorum was not present. A second call meeting of the holders of the IRSA CP Notes was called for April 7, 2016, but IRSA CP does not expect a quorum to be present at such meeting and, accordingly, intends to cancel such meeting. Accordingly, IRSA CP does not anticipate executing a supplemental indenture to the IRSA CP Notes Indenture to reflect the IRSA CP Notes Proposed Amendments.

Upon the terms and subject to the conditions of the Tender Offers set forth in the Offer Documents, all 2020 Notes and IRSA CP Notes (other than IRSA CP Notes purchased on March 28, 2016 pursuant to the Tender Offer for the IRSA CP Notes) validly tendered and not validly withdrawn at or prior to the 2020 Notes and IRSA CP Notes Expiration Time, and all 2017 Notes validly tendered and not validly withdrawn at or prior to the 2017 Notes Expiration Time, have been accepted for purchase and will be paid in full by the Purchasers on the Final Settlement Date. All holders who validly tendered and did not validly withdraw their 2020 Notes or IRSA CP Notes at any time at or prior to the 2020 Notes and IRSA CP Notes Expiration Time will receive the applicable consideration described above. All holders who validly tendered and did not validly withdraw their 2017 Notes at any time at or prior to the 2017 Notes Expiration Time will receive the applicable consideration described above.

The deadline for submitting a request for the soliciting dealer fee (referred to in the Offer Documents) to the Tender Agent is the fifth business day following the 2020 Notes and IRSA CP Notes Expiration Time.

Information Relating to the Tender Offers and the Consent Solicitation

Citigroup Global Markets Inc. and J.P. Morgan Securities LLC acted as the Dealer Managers and Solicitation Agents with respect to the Tender Offers and the Consent Solicitation. Investors with questions may contact Citigroup Global Markets Inc. at +1 (212) 723-6106 or +1 (800) 558-3745 (U.S. toll-free) or J.P. Morgan Securities LLC at +1 (212) 834-7279 or +1 (866) 846-2874 (U.S. toll-free).

Bondholder Communications Group, LLC was appointed as Tender Agent and Information Agent. All deliveries and correspondence sent to the Tender Agent should be directed to 30 Broad Street, 46th Floor New York, New York 10004 Attn: Isabella Salvador. Questions regarding the Tender Offers may be directed to the Tender Agent and Information Agent by telephone at +1 (212) 809-2663 or +1 (888) 385-2663 (U.S. toll-free) or by email to Isabella Salvador at [email protected].

This press release is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of consents with respect to the Existing Notes nor is it an offer to sell nor a solicitation of offers to buy any securities. The Tender Offers and the Consent Solicitation were made only pursuant to the Offer Documents.

The Tender Offers were not made to holders of Existing Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of IRSA, IRSA CP, their respective board of directors, the Tender Agent, the Information Agent, the Dealer Managers and Solicitation Agents, the trustees of the Existing Notes or any affiliate of any of them made any recommendation as to whether or not holders of Existing Notes should tender Existing Notes in response to the Tender Offers and/or deliver Consents in response to the Consent Solicitation.

About the Purchasers

IRSA is one of Argentina's leading real estate companies in terms of total assets, engaged, directly and indirectly through subsidiaries in equity investees and joint ventures, in a range of diversified real estate-related activities in Argentina. In addition to its real estate activities in Argentina, IRSA owns (i) a 95.2% interest in IRSA CP, one of the largest owners and operators of rental commercial real estate in Argentina, (ii) an indirect 49.0% interest in IDB Development Corporation Ltd., one of the largest diversified conglomerates in Israel, which is engaged in a range of different industry sectors, including real estate, retail, agroindustry, insurance and telecommunications, (iii) 29.99% of Banco Hipotecario S.A., a leading financial institution in Argentina, (iv) an indirect 49.0% interest in New Lipstick LLC, a holding company which is the owner of Metropolitan, whose principal asset is the Lipstick Building, a 34-story building located at 885 Third Avenue between 53rd and 54th streets in Manhattan, New York and (v) 34.0% of the voting power of Condor Hospitality Trust (formerly known as Supertel Hospitality Inc.), a U.S. REIT listed on NASDAQ and focused on middle-class and long-stay holders, throughout 21 states in the United States.

IRSA's shares are listed on the Buenos Aires Stock Market (Mercado de Valores de Buenos Aires S.A.) through the Buenos Aires Stock Exchange (Bolsa de Comercio de Buenos Aires) and its Global Depositary Shares are listed on the New York Stock Exchange under the ticker "IRS."

IRSA CP is one of the largest owners and managers of shopping centers and office and other commercial properties in Argentina in terms of gross leasable area and number of rental properties. IRSA CP owns and operates 15 shopping centers in Argentina, seven of which are located in the City of Buenos Aires. In addition, IRSA CP owns and manages six premium office buildings in the City of Buenos Aires and owns certain properties for future development in Buenos Aires and several provincial cities.

IRSA CP's shares are listed on the Buenos Aires Stock Market (Mercado de Valores de Buenos Aires S.A.) through the Buenos Aires Stock Exchange (Bolsa de Comercio de Buenos Aires) and its American Depositary Shares are listed on NASDAQ under the ticker "IRSACP."

Forward-Looking Statements

This press release contains certain "forward-looking" statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes to differ materially from current expectations. These statements are likely to relate to, among other things, the Purchasers' current beliefs, expectations and projections about future events and financial trends affecting the Purchasers' businesses. Any of such forward-looking statements are not guarantees of future performance and may involve risks and uncertainties, and that actual results may differ from those set forth in the forward-looking statements as a result of various factors (including, without limitations, the actions of competitors, future global economic conditions, market conditions, foreign exchange rates, and operating and financial risks related to managing growth and integrating acquired businesses), many of which are beyond the control of the Purchasers. The occurrence of any such factors not currently expected by the Purchasers would significantly alter the results set forth in these statements.

SOURCE IRSA Inversiones y Representaciones S.A.; IRSA Propiedades Comerciales S.A.

Related Links

http://www.irsa.com.ar