IRSA Inversiones y Representaciones Sociedad Anónima ("IRSA") and IRSA Propiedades Comerciales S.A. ("IRSA CP") Announce Early Tender Results of the Tender Offers and Consent Solicitation 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 and Extension of the Early Tender Time for the 8.500% Notes due 2017, Series No. 1

Mar 17, 2016, 10:25 ET from IRSA Inversiones y Representaciones S.A. from ,IRSA Propiedades Comerciales S.A.

BUENOS AIRES, Argentina, March 17, 2016 /PRNewswire/ -- IRSA and IRSA CP (together, the "Purchasers") today announced the early tender 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 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, 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 terms and conditions of the Tender Offers and the related 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").

IRSA also announced today that the Early Tender Time for the Tender Offer for the 2017 Notes has been extended until 11:59 p.m. (New York City time) on March 31, 2016 (the "2017 Notes Early Tender Time"). Accordingly, Holders of the 2017 Notes who validly tender and do not validly withdraw their 2017 Notes prior to the 2017 Notes Early Tender Time will be eligible to receive US$1,005.00 per US$1,000 principal amount of such 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, subject to the satisfaction or waiver of the conditions to the Tender Offers and the Consent Solicitation described in the Statement, including the Financing and Repayment Condition.

In conjunction with the Tender Offers, as previously announced, (i) IRSA is soliciting 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, 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, 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 is soliciting 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 (together with the 2020 Notes Proposed Amendments and the 2017 Notes Proposed Amendments, the "Proposed Amendments") to the indenture, dated as of May 11, 2007, 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 Early Tender Time of 5:00 p.m. (New York City time) on March 16, 2016, 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.

Existing

Notes

CUSIP

Numbers

ISINs

Principal Amount
Outstanding

Approximate Amount
of Notes Tendered

Approximate Percentage
of Existing Notes
Tendered

Approximate
Percentage of Consents
Received

11.500% Notes
due 2020(2)

450047AG0 /
P5880CAB6

US450047AG04 /
USP5880CAB65

US$150,000,000

US$77,009,000

51.34%

56.79%

8.500% Notes
due 2017

450047AF2 /
P5880CAA8

US450047AF21 /
USP5880CAA82

US$150,000,000

US$65,580,000

43.72%

43.72%

7.875% Notes
due 2017

02151PAB3 /
P0245MAC3

US02151PAB31 /
USP0245MAC30

US$120,000,000

US$59,152,000

49.29%

49.29%

The Withdrawal Deadline occurred at 5:00 p.m. (New York City time) on March 16, 2016. As a result, validly tendered Existing Notes may no longer be withdrawn and validly delivered 2020 Notes Consents may not be revoked. The Tender Offers will expire at 11:59 p.m. (New York City time) on March 31, 2016, unless extended or earlier terminated (the "Expiration Time").

Holders of 2017 Notes who validly tender and do not validly withdraw their 2017 Notes prior to the 2017 Notes Early Tender Time will be eligible to receive US$1,005.00 per US$1,000 principal amount of such 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, subject to the satisfaction or waiver of the conditions to the Tender Offers and the Consent Solicitation described in the Statement, including the Financing and Repayment Condition. IRSA expects to make such payment on the Final Settlement Date, which is currently expected to be on or about April 8, 2016. 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.

Holders of IRSA CP Notes who validly tendered and did not validly withdraw their IRSA CP Notes prior to the Early Tender Time will be eligible to receive US$1,004.50 per US$1,000 principal amount of such IRSA CP Notes that are accepted for purchase, which includes an Early Tender Payment of US$30.00 per US$1,000 principal amount of the IRSA CP Notes, subject to the satisfaction or waiver of the conditions to the Tender Offers and the Consent Solicitation described in the Statement, including the Financing and Repayment Condition. IRSA CP expects to make such payment on the Early Settlement Date, which is currently expected to be on or about March 28, 2016. Holders of IRSA CP Notes who validly tender and do not validly withdraw their IRSA CP Notes after the Early Tender Time and prior to the 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, subject to the satisfaction or waiver of the conditions to the Tender Offers and the Consent Solicitation described in the Statement, including the Financing and Repayment Condition. IRSA CP expects to make such payment on the Final Settlement Date, which is currently expected to be on or about April 8, 2016. Holders of the IRSA CP Notes whose IRSA CP Notes are purchased 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 applicable Settlement Date.

Holders of 2020 Notes who validly tendered and did not validly withdraw their 2020 Notes prior to 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, subject to the satisfaction or waiver of the conditions to the Tender Offers and the Consent Solicitation described in the Statement, including the Financing and Repayment Condition. Holders of 2020 Notes who validly tender and do not validly withdraw their 2020 Notes after the Early Tender Time and prior to the 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, subject to the satisfaction or waiver of the conditions to the Tender Offers and the Consent Solicitation described in the Statement, including the Financing and Repayment Condition. IRSA expects to make such payments on the Final Settlement Date, which is currently expected to be on or about April 8, 2016. 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, subject to the satisfaction or waiver of the conditions to the Tender Offers and the Consent Solicitation, including the Financing and Repayment Condition. IRSA expects to make such payment on or about the Final Settlement Date.

IRSA also today announced that it has 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 to the indenture pursuant to which the 2020 Notes were issued. The adoption of the Proposed Amendments for a series of Existing Notes requires the affirmative vote of the Holders of a majority of the aggregate principal amount of such series of Existing Notes then outstanding represented and voting at a meeting of the Holders of such series of Existing Notes convened and at which a quorum is present in accordance with the applicable indenture and applicable law. A meeting of the Holders of each series of the Existing Notes has been called for March 23, 2016. If the meeting for a series of Existing Notes is adjourned, a second call meeting of the Holders of such series of the Existing Notes has been called for April 7, 2016. The quorum required at any first call meeting of Holders of any series of Existing Notes called to adopt a resolution consists of persons holding or representing a majority of the outstanding aggregate principal amount of such Existing Notes. If a quorum is not achieved at such a meeting, the quorum for any second call meeting consists of the persons present at such reconvened meeting. Each of the Purchasers intends to execute a supplemental indenture to reflect the applicable Proposed Amendments immediately after the affirmative vote of the Holders of a majority in aggregate principal amount of each series of the Existing Notes then outstanding present or represented at a meeting of the Holders of such series of Existing Notes. Such supplemental indentures will only become operative concurrently with the acceptance for payment of all Existing Notes of such series that were validly tendered (and not validly withdrawn).

The Tender Offers and the Consent Solicitation are subject to the satisfaction or waiver of certain terms and conditions, including the Financing and Repayment Condition. The terms and conditions of the Tender Offer and the Consent Solicitation, including the Financing and Repayment Condition, are described in the Offer to Purchase. Each of the Purchasers reserves the right to waive any or all conditions to, or amend, withdraw, extend or terminate, a Tender Offer and/or Consent Solicitation at any time as described in the Offer Documents.

The deadline for submitting a request for the soliciting dealer fee (referred to in the Statement) to the Information Agent is the fifth business day following the Expiration Time.

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 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 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 95.2% 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.

 

Contact:


IRSA Inversiones y Representaciones Sociedad Anónima
Bolivar 108, Floor 1,
(C1066AAB), 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