IRSA Inversiones y Representaciones Sociedad Anonima and IRSA Propiedades Comerciales S.A. Announce Cash Tender Offers for Up to US$76.5 Million of IRSA's Outstanding 11.500% Notes due 2020, Any and All of IRSA's Outstanding 8.500% Notes due 2017 and Any and All of IRSA CP's Outstanding 7.875% Notes due 2017

Mar 04, 2016, 10:26 ET from IRSA Inversiones y Representaciones S.A. from ,IRSA Propiedades Comerciales S.A.

BUENOS AIRES, Argentina, March 4, 2016 /PRNewswire/ --  IRSA (NYSE: IRS; MERVAL: IRSA) and IRSA CP (Nasdaq: IRC; MERVAL: IRCP) (together, the "Purchasers") today announced that they are commencing 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"), subject to a possible increase of the 2020 Notes Tender Cap by an aggregate principal amount of up to US$73.5 million, in IRSA's sole discretion (the "2020 Notes Offer"), (ii) any and all of IRSA's outstanding 8.500% Notes due 2017, Series No. 1 (the "2017 Notes" and, together with 2020 Notes, the "IRSA 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 is to retire and cancel the Existing Notes purchased in the Tender Offers. Each Tender Offer will expire at 11:59 p.m. (New York City time) on March 31, 2016, unless extended or earlier terminated by the Purchasers (the "Expiration Time"). Each Tender Offer will have an Early Tender Time that will expire at 5:00 p.m. (New York City time) on March 16, 2016.

In conjunction with the Tender Offers, (i) IRSA will solicit 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 Rio 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 the 2020 Notes Indenture and the 2020 Notes and (b) holders of the 2017 Notes consents (the "2017 Notes Consents" and, together with the 2020 Notes Consents, the "IRSA 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 Rio 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 the 2017 Notes Indenture and the 2017 Notes and (ii) IRSA CP will solicit from holders of the IRSA CP Notes consents (the "IRSA CP Notes Consents" and, together with the IRSA 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 Rio 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 the IRSA CP Notes Indenture and the IRSA CP Notes. IRSA's and IRSA CP's solicitation of the Consents is referred to as the "Consent Solicitation."

The terms and conditions of the Tender Offers and the Consent Solicitation are described in the offer to purchase and consent solicitation statement, dated March 3, 2016 (the "Offer to Purchase") and the related Consent and Letter of Transmittal (together with the Offer to Purchase, the "Offer Documents"). The following table sets forth certain information relating to the principal payment terms of the Tender Offers and the Consent Solicitation:

Existing

Notes

CUSIP

Numbers

ISINs

Principal Amount

Outstanding

Purchase Price(1)

Early Tender Payment(1)

Consent Payment(1)

Total Consideration(1)

11.500% Notes due 2020(2)

450047AG0 / P5880CAB6

US450047AG04 / USP5880CAB65

US$150,000,000

US$1,070.00

US$30.00

US$10.00

US$1,110.0(3)

8.500% Notes due 2017

450047AF2 / P5880CAA8

US450047AF21 / USP5880CAA82

US$150,000,000

US$975.00

US$30.00

N/A

US$1,005.0(4)

7.875% Notes due 2017

02151PAB3 / P0245MAC3

US02151PAB31 / USP0245MAC30

US$120,000,000

US$974.50

US$30.00

N/A

US$1,004.5(4)

(1) Per US$1,000 principal amount of Existing Notes. The applicable Purchase Price for each series of Existing Notes will be paid together with accrued and unpaid interest from and including the last interest payment date for such series of Existing Notes to, but not including, the applicable Settlement Date (as defined in the Offer to Purchase).

(2) The 2020 Notes Offer is limited to the 2020 Notes Tender Cap of up to US$76.5 million, subject to a possible increase by an aggregate principal amount of up to US$73.5 million, in IRSA's sole discretion.

(3) Total Consideration for the 2020 Notes includes the Early Tender Payment for the 2020 Notes, the Consent Payment and the Purchase Price for the 2020 Notes.

(4) Total Consideration for the 2017 Notes and the IRSA CP Notes includes the applicable Early Tender Payment and applicable Purchase Price.

Holders who validly tender and do not validly withdraw their Existing Notes prior to 5:00 p.m. (New York City time) on March 16, 2016 (such date and time, as the same may be extended, the "Early Tender Time") will be entitled to receive the applicable Total Consideration set forth in the table above, including the applicable Early Tender Payment and, in the case of the 2020 Notes, the Consent Payment, for such Existing Notes so validly tendered and not validly withdrawn, and accepted for purchase. The payment of the Consent Payment portion of the Total Consideration for the 2020 Notes will be conditional on, among other things, IRSA obtaining required consents for the 2020 Notes Proposed Amendments, unless such conditions are waived. Holders of all Existing Notes will be paid any accrued and unpaid interest on the applicable Existing Notes up to, but not including the applicable Settlement Date for such Existing Notes accepted for purchase.

Holders of 2020 Notes have the option either to tender their 2020 Notes in the 2020 Notes Offer and thereby consent to the 2020 Notes Proposed Amendments or to not tender their 2020 Notes in the 2020 Notes Offer but to deliver their 2020 Notes Consents to the 2020 Notes Proposed Amendments. Similarly, Holders of the 2020 Notes may withdraw their 2020 Notes from the 2020 Notes Offer, thereby revoking their 2020 Notes Consents, but may resubmit such 2020 Notes Consents without tendering their 2020 Notes in the 2020 Notes Offer. Holders of 2017 Notes and IRSA CP Notes may not tender such Existing Notes in the applicable Tender Offer without delivering Consents to the applicable Proposed Amendments in the Consent Solicitation. Similarly, Holders of the 2017 Notes and IRSA CP Notes may not withdraw such Existing Notes from the applicable Tender Offer without revoking the related Consents in the Consent Solicitation, and may not revoke the related Consents without withdrawing such Existing Notes in the applicable Tender Offer. Tendered Existing Notes may be validly withdrawn from the Tender Offers and delivered 2020 Notes Consents may be revoked at any time at or prior to 5:00 p.m. (New York City time) on March 16, 2016 (such date and time, as the same may be extended, the "Withdrawal Deadline") but not thereafter.

If the aggregate principal amount of 2020 Notes tendered prior to the Expiration Time exceeds the 2020 Notes Tender Cap, IRSA will accept for purchase a pro rata amount of 2020 Notes from each tendering Holder, so that IRSA would purchase no more than the 2020 Notes Tender Cap. In the event of proration, Holders who validly tender their 2020 Notes and thereby deliver their related 2020 Notes Consents at or prior to the Early Tender Time (and do not validly withdraw such 2020 Notes and thereby concurrently revoke such 2020 Notes Consents) will be eligible to receive the Consent Payment in respect of such 2020 Notes returned as a result of proration, payable on the Final Settlement Date (as such term is defined in the Offer to Purchase).

To the extent legally permitted to do so, each of IRSA and IRSA CP reserves the right, at any time or from time to time, to (i) waive any and all conditions to the applicable Tender Offer(s) or the solicitation of the applicable Consents, (ii) extend the Early Tender Time or the Expiration Time with respect to the applicable Tender Offer(s), and all Existing Notes previously tendered in such Tender Offer(s) will remain subject to such Tender Offer(s) and the Consent Solicitation with respect to the applicable Existing Notes and may be accepted for purchase or payment, subject to the withdrawal rights of Holders thereof, (iii) extend the Early Tender Time without extending the Withdrawal Deadline for the applicable tendered Existing Notes (except in limited circumstances where additional withdrawal rights are required) such that Holders that validly tender their Existing Notes will be entitled to the applicable Total Consideration if such Existing Notes are accepted for purchase but will not be able to withdraw their tendered Existing Notes, (iv) amend any of the terms of the applicable Tender Offer(s) or the Consent Solicitation in any respect, or (v) terminate the applicable Tender Offer(s) or the Consent Solicitation and not accept for purchase any tendered Existing Notes or delivered Consents, in each case subject to the requirements of applicable law. Furthermore, IRSA reserves the right, but is under no obligation, to increase the 2020 Notes Tender Cap by an aggregate principal amount of up to US$73.5 million, in its sole discretion, without extending withdrawal rights, except as required by law. There can be no assurance that IRSA will exercise its right to increase the 2020 Notes Tender Cap.

If either IRSA CP or IRSA amends a condition to one or more of the Tender Offers or the Consent Solicitation, IRSA CP and/or IRSA, as applicable, will give holders notice of such amendment as may be required by applicable law.

Holders who wish to tender Existing Notes and to deliver Consents must validly execute a Consent and Letter of Transmittal, or an Agent's Message through the DTC Automated Tender Offer Program, and such other required documents as indicated in the Offer Documents which must be received by the Tender Agent at its address set forth in the Offer Documents at any time at or prior to the applicable Expiration Time.

Each Tender Offer is subject to the satisfaction or waiver of the Financing and Repayment Condition (including, but not limited to, the successful completion of a new issuance of debt securities by IRSA CP), the Requisite Consent Condition and the General Conditions (as each such term is defined and described in the Offer to Purchase).

Holders' Meetings

The adoption of the 2020 Notes Proposed Amendments, the 2017 Notes Proposed Amendments and the IRSA CP Notes Proposed Amendments requires the affirmative vote of the holders of a majority in aggregate principal amount of the 2020 Notes, 2017 Notes and IRSA CP Notes, respectively, then outstanding present or represented at a meeting of the holders of the 2020 Notes (the "2020 Notes Holders' Meeting"), the 2017 Notes (the "2017 Notes Holders' Meeting") and the IRSA CP Notes (the "IRSA CP Notes Holders' Meeting"), respectively.

In accordance with the 2020 Notes Indenture, 2017 Notes Indenture and IRSA CP Notes Indenture and applicable Argentine regulations, IRSA will publish prior notices of the 2020 Notes Holders' Meeting, the 2017 Notes Holders' Meeting and the IRSA CP Notes Holders' Meetings. The 2020 Notes Holders' Meeting, the 2017 Notes Holders' Meeting and the IRSA CP Notes Holders' Meetings will be convened and held in accordance with the 2020 Notes Indenture, 2017 Notes Indenture and the IRSA CP Notes Indenture, respectively, and applicable law and regulations.

 Information Relating to the Tender Offers and the Consent Solicitation

Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are acting 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 has been 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.

Copies of the Offer Documents are available at the following web address: www.bondcom.com/IRSA. Copies of the Offer Documents may also be requested from, and questions regarding the procedures for tendering Existing Notes may be directed to, Bondholder Communications Group, LLC by telephone at +1 (212) 809-2663 or +1 (888) 385-2663 (U.S. toll-free) or by email to Isabella Salvador, at ISalvador@bondcom.com.

This press release is neither an offer to sell nor a solicitation of offers to buy any securities. The Tender Offers and the Consent Solicitation are being made only pursuant to the Offer Documents.

The Tender Offers are not being 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 boards 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 makes 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 95.9% 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, agro-industry, 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.

Contact:

IRSA Inversiones y Representaciones Sociedad Anónima Moreno 877, Floor 22,

(C1091AAQ), Ciudad Autónoma de Buenos Aires Argentina

T (5411) 4323 7400

F (5411) 4323 7480

IRSA Propiedades Comerciales S.A. Moreno 877, Floor 22,

(C1091AAQ), Ciudad Autónoma de Buenos Aires Argentina

T (5411) 4344 4600

F (5411) 4814 7875

 

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



RELATED LINKS

http://www.irsa.com.ar