Mastellone Hermanos S.A. Announces the Commencement of the Exchange Offer Relating to its 12.625% Series F Notes due 2021

BUENOS AIRES, Argentina, June 1, 2021 /PRNewswire/ -- Mastellone Hermanos S.A. (the "Company") hereby announces the commencement of its offer to exchange (the "Offer" or "Exchange Offer") US$162,750,139 principal amount (the "Maximum Tender Amount"), or 81.50%, of the aggregate principal amount of its outstanding 12.625% Series F Notes due 2021 (the "Existing Notes") into newly issued 10.95% Senior Secured Notes 2026 (the "New Notes") upon the terms and subject to the conditions set forth in the Exchange Offer Memorandum (the "Exchange Offer Memorandum"), dated June 1, 2021, the related Eligibility Letter, and, where applicable, the related Letter of Transmittal (together the "Offer Documents"). Capitalized terms not defined herein shall have the meaning ascribed to them in the Offer Documents.

Eligible Holders of approximately 60% aggregate principal amount of Existing Notes have confirmed their support of and participation in the Offer, subject to certain conditions.

If the Offer is consummated, the Company plans to use part of the net cash proceeds from the Financings to deposit funds with the trustee for the Existing Notes in an amount sufficient to pay and discharge the entire indebtedness on all Existing Notes not theretofore delivered to the trustee for the Existing Notes for cancellation,  for principal and interest (including additional amounts) on such Existing Notes to the July 3, 2021 stated maturity date of the Existing Notes.

Only holders who have returned 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"), (2) holders of Existing 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 and who are not Argentine Entity Offerees (as defined in the Eligibility Letter) or Non-Cooperating Jurisdiction Offerees (as defined in the Eligibility Letter), (3) "non-U.S. persons" who are Argentine Entity Offerees, (4) "non-U.S. persons" who are Non-Cooperating Jurisdictions Offerees, or (5) "non-U.S. persons" who are Eligible Canadian Holders (as defined in the Eligibility Letter), are authorized to receive the Exchange Offer Memorandum and to participate in the Exchange Offer (such holders, "Eligible Holders"); provided that Argentine Entity Offerees and Non-Cooperating Jurisdiction Offerees may not participate in the Exchange Offer unless they also complete, sign and submit a letter of transmittal in the form attached as Annex A to the Offering Memorandum (the "Letter of Transmittal") to the Exchange and Information Agent.

Argentine Entity Offerees and Non-Cooperating Jurisdiction Offerees are subject to certain tax withholdings in respect of interest collected on, and gains or losses resulting from the tendering of the Existing Notes. See "Taxation—Certain Argentine Tax Considerations" in the Exchange Offer Memorandum.  

Subject to the Maximum Tender Amount and proration, Eligible Holders who validly tender Existing Notes on or prior to the Early Tender Date (as defined below) will be eligible to receive (i) for each US$1,000 principal amount of Existing Notes validly tendered, a principal amount of New Notes as set forth in the table below under the heading "New Notes Consideration" plus an amount of cash set forth in the table below under the heading "Cash Consideration" and (ii) an amount of cash set forth in the table below under the heading "Early Cash Consideration" divided pro-rata among all such Eligible Holders based on the principal amount of such Eligible Holders' Existing Notes that are accepted in the Offer (the New Notes Consideration together with the Cash Consideration and the Early Cash Consideration, the "Early Exchange Consideration").

Subject to the Maximum Tender Amount and proration, Eligible Holders who validly tender Existing Notes after the Early Tender Date but on or prior to the Expiration Date will be eligible to receive, for each US$1,000 principal amount of Existing Notes validly tendered, a principal amount of New Notes as set forth in the table below under the heading "New Notes Consideration" plus an amount of cash set forth in the table below under the heading "Cash Consideration" (the New Notes Consideration together with the Cash Consideration, the "Late Exchange Consideration"). The Early Exchange Consideration and the Late Exchange Consideration are collectively referred to as the "Exchange Consideration." 

In addition to the applicable Exchange Consideration, Eligible Holders whose Existing Notes are accepted for exchange in the Exchange Offer will also receive accrued and unpaid interest in respect of such exchanged Existing Notes from the last interest payment date to, but not including, the Settlement Date (such payment, the "Accrued Interest Payment"), to be paid in cash on the Settlement Date (subject to any tax withholdings applicable to Argentine Entity Offerees or to Non-Cooperating Jurisdictions Offerees). The settlement date for the Exchange Offer is expected to be June 30, 2021, or as soon as practicable thereafter (the "Settlement Date").  The following table sets forth certain material terms of the Exchange Offer:

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The Offer will expire at 11:59 p.m., New York City time, on June 28, 2021, (such date and time with respect to the Offer, as the same may be extended with respect to such Offer, the "Expiration Date").  In order to be eligible to receive the Early Exchange Consideration, Eligible Holders of Existing Notes must tender their Existing Notes on or prior to 5:00 P.M. New York City time on June 14, 2021, (such date and time, as the same may be extended, the "Early Tender Date").  Eligible Holders of Existing Notes who validly tender their Existing Notes after the early tender date, but on or prior to the Expiration Date will be eligible to receive the Late Exchange consideration. Existing Notes validly tendered may be validly withdrawn at any time prior to 5:00 p.m., New York City time on June 14, 2021 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. 

Subject to the Maximum Tender Amount and proration, all Existing Notes validly tendered at or prior to the Early Tender Date will be accepted for exchange before any Existing Notes validly tendered after the Early Tender Date are accepted for exchange. Furthermore, if the Offer is fully subscribed as of the Early Tender Date,  Eligible Holders who validly tender Existing Notes after the Early Tender Date will not have any of their Existing Notes accepted for exchange, provided that such Existing Notes may be accepted for exchange if we increase the Maximum Tender Amount, which we are entitled to do in our sole discretion. There can be no assurance that we will increase the Maximum Tender Amount.

The Offer is subject to the satisfaction of certain conditions, including, without limitation, the Minimum Tender Condition and the Financing Condition and the other conditions set forth under the heading "The Offer—The Conditions" of the Exchange Offer Memorandum. The Minimum Tender Condition requires that at least 81.50% of the outstanding principal amount of Existing Notes be tendered in the Offer.

The Company's obligation to accept Existing Notes tendered in the Offer is subject to the satisfaction of certain conditions applicable to the Offer, including (1) certain customary conditions, including that the Company will not be obligated to consummate the 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 Offer or materially impair the contemplated benefits to the Company of the Offer and (2) in the case of Existing Notes tendered by Argentine Entity Offerees and Non-Cooperating Jurisdiction Offerees, such holder's delivery of the Letter of Transmittal. Subject to applicable law and limitations described in the Offer to Exchange, the Company may waive any of these conditions in its sole discretion. See "The Offer—The Conditions" in the Exchange Offer Memorandum.

The purpose of the Offer is to extend the maturity of the debt obligations associated with the Existing Notes. If we are unable to consummate the Offer, we may be unable to pay principal and interest on the Existing Notes.

If and when issued, the New Notes will not be registered under the Securities Act or any state securities laws. Therefore, the New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.

Global Bondholder Services Corporation will act as the Exchange and Information Agent for the Offer. Questions or requests for assistance related to the Offer or for additional copies of the Offer Documents may be directed to Global Bondholder Services Corporation at (866) 924-2200 (toll free). You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer. The Offer Documents are available for Eligible Holders at the following web address: https://gbsc-usa.com/eligibility/mastellone.

Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Santander Investment Securities Inc. are acting as dealer managers (the "Dealer Managers") for the Offer.

Subject to applicable law, the 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 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 Existing Notes are advised to check with any bank, securities broker or other intermediary through which they hold Existing 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 Offer before the deadlines specified in the Offer Documents. The deadlines set by any such intermediary for the submission of instructions will be earlier than the relevant deadlines specified above.

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 (other than Argentina, in which the public offering of the New Notes was authorized by the CNV in accordance with the Argentine Capital Markets Law and the CNV Rules).  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. 

None of the Company, the Dealer Managers, the Exchange and Information Agent or their respective directors, employees and affiliates makes any recommendation whatsoever regarding the Offer or any recommendation as to whether Eligible Holders should tender or refrain from tendering their Existing Notes for exchange pursuant to the Offer. Accordingly, any person considering participating in the Offer or making an investment decision relating to the New Notes must inform itself independently based solely on the Exchange Offer Memorandum (and, to the extent applicable, the local offering documents in Argentina) to be provided to Eligible Holders in connection with the Offer before taking any such investment decision. 

This announcement is directed only to Eligible Holders. No offer of any kind is being made to any beneficial owner of Existing Notes who does not meet the above criteria or any other beneficial owner located in a jurisdiction where the Offer is not permitted by law. 

The distribution of materials relating to the Offer may be restricted by law in certain jurisdictions. The Offer is void in all jurisdictions where it is prohibited. If materials relating to the 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 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 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 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. Specifically, the Company cannot assure you that the proposed transactions described above will be consummated on the terms currently contemplated, if at all. 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 Eligible Holders of Existing Notes in the European Economic Area

In any Member State, the Exchange Offer Memorandum is only addressed to and is only directed at Qualified Investors, as defined in the Prospectus Regulation.   The Exchange Offer Memorandum has been prepared on the basis that any offer of New Notes in any member state of the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of New Notes.  Accordingly any person making or intending to make an offer in that Member State of New Notes which are the subject of the offering contemplated in the Exchange Offer Memorandum may only do so in circumstances in which no obligation arises for the Company or any of the Dealer Managers to publish a prospectus pursuant to Article 3 of the Prospectus Regulation in relation to such offer.  Neither the Company nor the Dealer Managers have authorized, nor do they authorize, the making of any offer of New Notes in circumstances in which an obligation arises for the Company or any or the Dealer Managers to publish a prospectus for such offer.  Neither the Company nor the Dealer Managers have authorized, nor do they authorize, the making of any offer of New Notes through any financial intermediary, other than offers made by the Dealer Managers, which constitute the final placement of the New Notes contemplated in the Exchange Offer Memorandum. For the purpose of the above provisions, the expression "Prospectus Regulation" means Regulation (EU) 2017/1129. 

Notice to Eligible Holders of Existing Notes in the United Kingdom

In the United Kingdom, the Exchange Offer Memorandum is only addressed to and is only directed at Qualified Investors, as defined in the UK Prospectus Regulation.  The Exchange Offer Memorandum has been prepared on the basis that any offer of New Notes in the United Kingdom will be made pursuant to an exemption under the UK Prospectus Regulation from the requirement to publish a prospectus for offers of New Notes.  Accordingly any person making or intending to make an offer in the United Kingdom of New Notes which are the subject of the offering contemplated in the Exchange Offer Memorandum may only do so in circumstances in which no obligation arises for the Company or any of the Dealer Managers to publish a prospectus pursuant to Article 3 of the UK Prospectus Regulation in relation to such offer.  Neither the Company nor the Dealer Managers have authorized, nor do they authorize, the making of any offer of New Notes in circumstances in which an obligation arises for the Company or any or the Dealer Managers to publish a prospectus for such offer.  Neither the Company nor the Dealer Managers have authorized, nor do they authorize, the making of any offer of New Notes through any financial intermediary, other than offers made by the Dealer Managers, which constitute the final placement of the New Notes contemplated in the Exchange Offer Memorandum.  For the purpose of the above provisions, the expression "UK Prospectus Regulation" means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA").

SOURCE Mastellone Hermanos S.A.