Arcor S.A.I.C. Announces the Commencement of the Exchange Offer Relating to its 6.000% Fixed Rate Notes due 2023

BUENOS AIRES, Argentina, Oct. 4, 2022 /PRNewswire/ --

Arcor S.A.I.C.
Offer to Exchange, Any and All of its Outstanding
6.000% Fixed Rate Notes due 2023
(CUSIP Nos.: 03965PAC5 and P04559AL7 ISIN Nos. US03965PAC59 and USP04559AL70)  

Arcor S.A.I.C. ("Arcor" or the "Company") hereby announces the commencement of its offer to exchange (the "Exchange Offer") any and all of the outstanding 6.000% Notes due 2023 (the "Old Notes") for newly issued 8.250% Notes due 2027 (the "New Notes") and cash consideration, as applicable, each upon the terms and subject to the conditions set forth in the exchange offer memorandum (the "Exchange Offer Memorandum"), dated October 4, 2022 and the related eligibility letter (the "Eligibility Letter" and, together with the Exchange Offer Memorandum, the "Exchange Offer Documents").

Only holders who have electronically submitted a duly completed Eligibility Letter certifying that they are (1) "qualified institutional buyers" ("QIBs") as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), or (2) holders of Old Notes other than "U.S. persons" (as defined in Rule 902 under the Securities Act) who are located outside of the United States, who are qualified offerees in other jurisdictions, are authorized to receive the Exchange Offer Memorandum and to participate in the Exchange Offer (such holders, "Eligible Holders").

Exchange Consideration

Upon the terms and subject to the conditions set forth in the Exchange Offer Documents, Eligible Holders who validly tender Old Notes, and whose Old Notes are accepted for exchange by us may choose between two, mutually exclusive, consideration options, detailed in the table below, in the columns under the headings "Option A" and "Option B."

Eligible Holders whose Old Notes are accepted for exchange in the Exchange Offer will also receive accrued and unpaid interest in respect of such exchanged Old Notes from the last interest payment date to, but not including, the Settlement Date (as defined below) (such payment, the "Accrued Interest Payment"). 

Tenders of Old Notes under Option A

Upon the terms and subject to the conditions set forth in the Exchange Offer Documents, tenders of Old Notes submitted under Option A at or prior to the Early Participation Date (as defined below) will receive a combination of the Early A Pro-Rata Cash Consideration (as defined below) and the applicable Early A New Notes Consideration (as defined below) (together, the "Early A Consideration"), or solely the Early A Pro-Rata Cash Consideration depending on the amount of Old Notes tendered pursuant to Option A at or prior to the Early Participation Date. Tenders of Old Notes submitted under Option A after the Early Participation Date but at or prior to the Expiration Date (as defined below) will receive U.S.$1,000 principal amount of New Notes per U.S.$1,000 principal amount of Old Notes validly tendered and accepted for exchange (the "Late Exchange Consideration"). For the avoidance of doubt, Eligible Holders submitting tenders after the Early Participation Date will not receive any cash consideration.

The Early A Consideration and the Early B Consideration (as defined below) together are referred to as the "Early Exchange Consideration." The Early Exchange Consideration and the Late Exchange Consideration together are referred to as the "Exchange Consideration."

The Aggregate Early A Cash Consideration is an aggregate amount equivalent to the lesser of (x) 30% of the aggregate principal amount of Old Notes that are validly tendered and accepted for exchange in the Exchange Offer (such 30% of the aggregate principal amount, the "Total Cash Consideration"), and (y) the principal amount of the Old Notes accepted for exchange under Option A at or prior to the Early Participation Date (the "Aggregate Early A Cash Consideration"). The Early A Pro-Rata Cash Consideration is the Aggregate Early A Cash Consideration, payable on a pro rata basis to Eligible Holders of Old Notes, validly submitting tender orders in exchange for Early A Consideration (the "Early A Pro-Rata Cash Consideration").

The Early A New Notes Consideration for each Eligible Holder whose Old Notes are accepted for exchange under Option A at or prior to the Early Participation Date will be New Notes in a principal amount equal to the difference between U.S.$1,000 and the Early A Pro-Rata Cash Consideration received by each such Eligible Holder (the "Early A New Notes Consideration").

At the Expiration Date, the Early A Pro-Rata Cash Consideration and Early A New Notes Consideration will be determined based on the principal amount of Old Notes validly tendered and accepted in the Exchange Offer. Accordingly, the actual amounts of Early A New Notes Consideration and Early A Pro-Rata Cash Consideration comprising the Early A Consideration to be received by each Eligible Holder whose Old Notes are accepted in the Exchange Offer under Option A at or prior to the Early Participation Date (and, in the event that less than all of the Total Cash Consideration is paid out pursuant to Option A, the actual amount of Early B Pro-Rata Cash Consideration (as defined below), if any, to be received by Eligible Holders whose Old Notes are accepted in the Exchange Offer under Option B at or prior to the Early Participation Date), will depend on the actual participation by Eligible Holders in the Exchange Offer and their selection between Option A and Option B.

Tenders of Old Notes under Option B

Upon the terms and subject to the conditions set forth in the Exchange Offer Documents, tenders of Old Notes submitted under Option B at or prior to the Early Participation Date will receive U.S.$1,020 principal amount of New Notes per U.S.$1,000 principal amount of Old Notes validly tendered and accepted for exchange. The consideration received by holders of Old Notes under this paragraph is referred to as "Early B Consideration."

Upon the terms and subject to the conditions set forth in the Exchange Offer Documents, tenders of Old Notes submitted under Option B after the Early Participation Date but at or prior to the Expiration Date will receive the Late Exchange Consideration, which is U.S.$1,000 principal amount of New Notes per U.S.$1,000 principal amount of Old Notes validly tendered and accepted for exchange. Consideration for Old Notes, either under Option A or Option B, submitted after the Early Participation Date but at or prior to the Expiration Date, is the same.

In the event that less than the Total Cash Consideration is tendered under Option A, the difference between the Total Cash Consideration and the Aggregate Early A Cash Consideration (such difference, the "Aggregate Early B Cash Consideration") will be paid to Eligible Holders whose Old Notes are accepted for exchange under Option B at or prior to the Early Participation Date, pro rata to the principal amount of their Old Notes accepted for exchange under Option B at or prior to the Early Participation Date (the "Early B Pro-Rata Cash Consideration"), and ratably reducing the principal amount of New Notes that comprise the Early B Consideration. Eligible Holders tendering Old Notes under Option B at or prior to the Early Participation Date will only receive cash as part of the Early B Consideration if the Total Cash Consideration is greater than the Aggregate Early A Cash Consideration.

The following table sets forth certain material terms of the Exchange Offer:

The Exchange Offer will expire at 11:59 p.m. (New York City time) on November 1, 2022 (such date and time with respect to the Exchange Offer, as the same may be extended with respect to such Exchange Offer, the "Expiration Date"). In order to be eligible to receive the Early Exchange Consideration, eligible holders of Old Notes must validly tender and not validly withdraw their Old Notes, on or prior to 5:00 p.m., New York City time, on October 18, 2022, unless extended (such date and time, as the same may be extended, the "Early Participation Date"). Eligible Holders of Old Notes who validly tender their Old Notes after the Early Participation Date, but on or prior to the Expiration Date, will be eligible to receive only the Late Exchange Consideration. Old Notes validly tendered may be validly withdrawn at any time prior to 5:00 p.m., New York City time on October 18, 2022, unless extended by the Company in its sole discretion (such date and time, as the same may be extended, the "Withdrawal Date"), but not thereafter. Unless the Exchange Offer is extended, the Settlement Date for the Exchange Offer is expected to be on November 9, 2022, in compliance with Argentine Central Bank requirements to access the foreign exchange market starting on November 2, 2022 for purposes of obtaining the U.S. dollars required to pay the Total Cash Consideration.

The consummation of the Exchange Offer is conditioned upon, among other conditions, the valid tender of U.S.$350,000,000 or more of the aggregate principal amount outstanding of Old Notes in the Exchange Offer (the "Minimum Participation Condition"), and other customary conditions, including (1) having obtained all governmental approvals that we, in our reasonable judgment, consider necessary for the completion of the Exchange Offer, and all such approvals shall remain in effect, including the approval we received by the Central Bank to access the foreign exchange market for payment of the Total Cash Consideration, and (2) that Arcor will not be obligated to consummate the Exchange Offer upon the occurrence of an event or events or the likely occurrence of an event or events that would or might reasonably be expected to prohibit, restrict or delay the consummation of the Exchange Offer or materially impair the contemplated benefits to Arcor of the Exchange Offer. Subject to applicable law and limitations described in the Exchange Offer Memorandum, Arcor may waive any of these conditions in its sole discretion. See "Description of the Exchange Offer—Conditions to the Exchange Offer" in the Exchange Offer Memorandum.

The purpose of the Exchange Offer is to exchange the Old Notes for cash and the New Notes, as applicable, which will extend the maturity of the debt obligations associated with the Old Notes.

Morrow Sodali Ltd. is the Information and Exchange Agent for the Exchange Offer. Questions or requests for assistance related to the Exchange Offer or for additional copies of the Exchange Offer Documents may be directed to Morrow Sodali Ltd. at the following email address: [email protected]. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer. The Exchange Offer Documents are available for Eligible Holders at the following web address: https://projects.morrowsodali.com/Arcor.

Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Santander Investment Securities Inc. are acting as dealer managers (the "Dealer Managers") for the Exchange Offer. Banco Santander Argentina S.A., Banco Itaú Argentina S.A. and Banco de Galicia y Buenos Aires S.A.U. are acting as local placement agents.

Subject to applicable law, the Exchange Offer may be amended in any respect, extended or, upon failure of a condition to be satisfied or waived prior to the Expiration Date or Settlement Date, as the case may be, terminated, at any time and for any reason. Although we have no present plans or arrangements to do so, we reserve the right to amend, at any time, the terms of the Exchange Offer (including, without limitation, the conditions thereto) in accordance with applicable law. We will give Eligible Holders notice of any amendments and will extend the Expiration Date if required by applicable law.

Eligible Holders of Old Notes are advised to check with any bank, securities broker or other intermediary through which they hold Old Notes as to when such intermediary would need to receive instructions from an Eligible Holder in order for that Eligible Holder to be able to participate in, or withdraw their instruction to participate in, the Exchange Offer before the deadlines specified in the Exchange Offer Documents. The deadlines set by any such intermediary for the submission of instructions will be earlier than the relevant deadlines specified above.

To reimburse the time and cost of processing the tender of Old Notes in the Exchange Offer, Arcor will pay a processing fee to brokers acting on behalf of certain Eligible Holders. This processing fee will be payable to brokers only with respect to individual tenders of up to U.S.$250,000 aggregate principal amount of Old Notes per each Eligible Holder and will be in an amount equal to 0.25% of the principal amount of such tendered Old Notes that are accepted for exchange. See "Description of the Exchange Offer—Processing Fee" in the Exchange Offer Memorandum for more information regarding eligibility requirements that the process brokers must follow to obtain the processing fee.

Important Notice

This announcement is not an offer of securities for sale in the United States, and none of the New Notes has been or will be registered under the Securities Act or any state securities law. They may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to the registration requirements of the Securities Act. This press release does not constitute an offer of the New Notes for sale, or the solicitation of an offer to buy any securities, in any state or other jurisdiction in which any offer, solicitation or sale would be unlawful. Any person considering making an investment decision relating to any securities must inform itself independently based solely on an offering memorandum to be provided to eligible investors in the future in connection with any such securities before taking any such investment decision. 

This announcement is directed only to holders of Old Notes who are (1) "qualified institutional buyers" ("QIBs") as defined in Rule 144A under the Securities Act, or (2) other than "U.S. persons" (as defined in Rule 902 under the Securities Act) who are located outside of the United States, who are qualified offerees in other jurisdictions, are authorized to receive the Exchange Offer Memorandum and to participate in the Exchange Offer. No offer of any kind is being made to any beneficial owner of Eligible Bonds who does not meet the above criteria or any other beneficial owner located in a jurisdiction where the Exchange Offer Solicitation is not permitted by law. 

The distribution of materials relating to the Exchange Offer may be restricted by law in certain jurisdictions. The Exchange Offer is void in all jurisdictions where it is prohibited. If materials relating to the Exchange Offer come into your possession, you are required by the Company to inform yourself of and to observe all of these restrictions. The materials relating to the Exchange Offer, including this communication, do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the Exchange Offer be made by a licensed broker or dealer and a dealer manager or any affiliate of a dealer manager is a licensed broker or dealer in that jurisdiction, the Exchange Offer shall be deemed to be made by the dealer manager or such affiliate on behalf of the Company in that jurisdiction.

Forward-Looking Statements

All statements in this press release, other than statements of historical fact, are forward-looking statements. These statements are based on expectations and assumptions on the date of this press release and are subject to numerous risks and uncertainties which could cause actual results to differ materially from those described in the forward-looking statements. Risks and uncertainties include, but are not limited to, market conditions, and factors over which the Company has no control. The Company assumes no obligation to update these forward-looking statements, and does not intend to do so, unless otherwise required by law.

Notice to Investors in the European Economic Area and the United Kingdom

The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, (a) a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the "Prospectus Regulation"); and (b) the expression "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the New Notes to be offered so as to enable an investor to decide to subscribe for the New Notes. Consequently, no key information document required by Regulation (EU) 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the New Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore otherwise offering or selling the New Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes: (a) the expression retail investor means a person who is one (or more) of the following: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA and (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA; and (b) the expression an offer includes the communication in any form and by any means of sufficient information on the terms of the offer and the New Notes to be offered so as to enable an investor to decide to subscribe for the New Notes. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the New Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

The Exchange Offer Memorandum shall be available online at https://projects.morrowsodali.com/Arcor until the consummation or termination of the Exchange Offer.

SOURCE Arcor S.A.I.C.