BUENOS AIRES, Argentina, July 6, 2016 /PRNewswire/ -- Petrobras Argentina S.A. (the "Company") announced today that it has commenced an offer to purchase for cash (the "Offer") any and all of the Company's outstanding 5.875% Series S Notes due 2017 (CUSIP Nos. 71646J AB5 / P7873P AD8; ISIN Nos. US71646JAB52 / USP7873PAD89) (the "Notes") pursuant to the terms and conditions contained in the Company's Offer to Purchase dated July 6, 2016 (the "Offer to Purchase"). The Offer will expire at 11:59 p.m., New York City time, on August 2, 2016, unless the Offer is extended or earlier terminated (the "Expiration Time"). The early tender deadline for the Offer will be 5:00 p.m., New York City time, on July 19, 2016, unless extended or earlier terminated (the "Early Tender Deadline").
The total consideration for each U.S.$1,000 principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline will be U.S.$1,041.25 (the "Total Consideration"). The Total Consideration includes a payment of U.S.$30 per U.S.$1,000 principal amount of Notes (the "Early Tender Payment") payable only in respect of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline. Only Holders who validly tender and do not validly withdraw Notes at or prior to the Early Tender Deadline will be eligible to receive the Total Consideration (including the Early Tender Payment). Holders who validly tender Notes after the Early Tender Deadline but at or prior to the Expiration Time, will be eligible to receive only the tender offer consideration of U.S.$1,011.25 per U.S.$1,000 principal amount of Notes (the "Tender Offer Consideration"), which is equal to the Total Consideration less the Early Tender Payment. In addition, Holders whose Notes are purchased in the Offer will receive accrued and unpaid interest in respect of their purchased Notes from the last interest payment date to, but not including, the Early Payment Date (as defined in the Offer to Purchase) or the Final Payment Date (as defined in the Offer to Purchase), as the case may be.
The Offer is conditioned upon, among other things, the completion of the Concurrent Offering (as defined in the Offer to Purchase). The Concurrent Offering, however, is not conditioned on the consummation of the Offer. The Offer is not conditioned upon any minimum principal amount of Notes being tendered. The Offer is, however, subject to satisfaction of the Financing Condition (as defined in the Offer to Purchase) and the General Conditions (as defined in the Offer to Purchase).
Notes tendered may be withdrawn at any time at or prior to 5:00pm, New York City time, on July 19, 2016 (such time and date, as the same may be extended, the "Withdrawal Deadline") but not thereafter, unless required by law.
NEITHER THE OFFER TO PURCHASE NOR ANY RELATED DOCUMENTS HAVE BEEN FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, NOR HAVE ANY SUCH DOCUMENTS BEEN FILED WITH OR REVIEWED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY OUTSIDE ARGENTINA. NO AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THE OFFER TO PURCHASE OR ANY RELATED DOCUMENTS, AND IT IS UNLAWFUL AND MAY BE A CRIMINAL OFFENSE TO MAKE ANY REPRESENTATION TO THE CONTRARY.
THIS ANNOUNCEMENT IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO PURCHASE. THE OFFER IS BEING MADE SOLELY BY THE COMPANY PURSUANT TO THE OFFER TO PURCHASE. THE OFFER IS NOT BEING MADE TO, NOR WILL THE COMPANY ACCEPT TENDERS OF NOTES FROM, HOLDERS IN ANY JURISDICTION IN WHICH THE OFFER OR THE ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTION.
The Company has engaged Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. to act as Dealer Managers in connection with the Offer. Global Bondholder Services Corporation is acting as Information Agent and Tender Agent for the Offer. Any questions or requests for assistance regarding the Offer to Purchase may be directed to Citigroup +1 (800) 558-3745 (toll free) or +1 (212) 723-6106 (collect) or Deutsche Bank Securities Inc., at +1 (855) 287-1922 (toll free) or +1 (212) 250-7527 (collect), Requests for additional copies of the Offer to Purchase or questions regarding the tendering of Notes may be directed to Global Bondholder Services Corporation at +1 212-430-3774 (banks and brokers) and +1 866-470-3900 (toll free).
Any questions or requests for assistance or for additional copies of this notice or the Offer to Purchase may be directed to the Dealer Managers at their respective telephone numbers set forth above or, if by any Holder, to such Holder's broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer. Documents relating to the Offer are also available at http://www.gbsc-usa.com/Pesa/.
This notice includes and references "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may relate to, among other things, the Company's business strategy, goals and expectations concerning its market position, future operations, margins and profitability.
Although the Company believes the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect.
The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results and trends to differ materially from those made, projected, or implied in or by the forward-looking statements depending on a variety of uncertainties or other factors.
The Company undertakes no obligation to update any of its forward-looking statements.
To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/petrobras-argentina-sa-commences-an-offer-to-purchase-for-cash-any-and-all-of-its-outstanding-5875-series-s-notes-due-2017-300295100.html
SOURCE Petrobras Argentina S.A.