Telecom Argentina S.A. Announces Early Tender Participation Results and Early Payment under its Tender Offer for its 6.500% Notes due 2021

BUENOS AIRES, Argentina, July 24, 2019 /PRNewswire/ -- Telecom Argentina S.A. ("Telecom") announced today that the early tender period in respect of the previously announced offer to purchase (the "Offer") up to U.S.$250,000,000 aggregate principal amount (the "Tender Cap") of its outstanding 6.500% Notes due June 15, 2021 (CUSIP Nos. 12686N AT2 and P19157 AR0; ISIN Nos. US12686NAT28 and USP19157AR03; Common Codes Nos. 143337260 and 143337278) (the "Notes") expired on July 23, 2019 at 5:00 p.m., New York City time (the "Early Tender Deadline"). Telecom further announced that as of the Early Tender Deadline it had received tenders (not validly withdrawn) in an amount less than the previously announced Tender Cap. Telecom has therefore announced that it will accept all Notes validly tendered as of the Early Tender Deadline and not validly withdrawn.

Telecom has elected to exercise its early purchase option described in the Offer to Purchase, dated July 10, 2019 (as amended or supplemented from time to time, the "Offer to Purchase"), relating to the Offer. Subject to the conditions set forth in the Offer to Purchase, holders of Notes who validly tendered their Notes at or prior to the Early Tender Deadline and did not validly withdraw their Notes at or prior to such time will receive on July 25, 2019 (the "Early Payment Date") the total consideration of U.S.$997.50 (the "Early Tender Offer Consideration") for every U.S.$1,000 principal amount of the Notes validly tendered and not validly withdrawn at or before the Early Tender Deadline and accepted in the Offer, plus accrued and unpaid interest from the last interest payment date for the Notes to, but not including, the Early Payment Date.

Holders of Notes who validly tender their Notes after the Early Tender Deadline but before 11:59 p.m. on August 6, 2019 (the "Expiration Time") and whose Notes are accepted for purchase would not receive the Early Tender Offer Consideration and would only receive consideration of U.S.$967.50 per U.S.$1,000 principal amount of Notes validly tendered and not validly withdrawn, plus accrued and unpaid interest from the last interest payment date for the Notes to, but not including, the purchase date therefor. Moreover, Notes validly tendered at or prior to the Early Tender Deadline and not validly withdrawn would have priority in payment over Notes validly tendered after the Early Tender Deadline and at or before the Expiration Time. Unless required by applicable law, Notes tendered after the withdrawal deadline of 5:00 p.m., New York City time, on July 23, 2019, but at or before the Expiration Time, may not be withdrawn.

Telecom's obligations to accept any Notes validly tendered and not validly withdrawn and to pay the consideration for them are set forth solely in the Offer to Purchase as described therein. The Offer is made only by, and pursuant to the terms of, the Offer to Purchase, and the information in this announcement is qualified by reference to the Offer to Purchase. Subject to applicable law, Telecom may amend, further extend, withdraw or, subject to certain conditions, terminate the Offer or otherwise amend the terms of the Offer.

The previously announced withdrawal deadline, July 23, 2019 (the "Withdrawal Deadline") has now passed.  The outstanding 6.500% Notes due June 15, 2021 (the "Notes") validly tendered pursuant to the previously announced offer to purchase for cash up to U.S.$250,000,000 (the "Offer") may no longer be withdrawn, and any Notes tendered on or after the date hereof and prior to the Expiration Time may not be withdrawn.

The other terms of the Offer remain unchanged. The terms and conditions are described in the offer to purchase dated July 10, 2019 (as it may be amended or supplemented from time to time, the "Statement"), and in the Press Release dated July 12, 2019, where Telecom previously announced the increase of the tender cap to U.S.$250,000,000.

Global Bondholder Services Corporation is acting as the depositary and information agent (the "Depositary and Information Agent") for the Offer. Citigroup Global Markets Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC and Santander Investment Securities Inc. are acting as dealer managers (the "Dealer Managers") for the Offer.

This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of tenders with respect to any Notes or other securities. Holders are urged to read the Offer to Purchase carefully before making any decision with respect to the Offer.

The Offer does not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not permitted by law or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.

In any jurisdiction in which the Offer is required to be made by a licensed broker or dealer and in which the dealer manager, or any affiliates thereof, are so licensed, the Offer will be deemed to have been made by such dealer manager, or such affiliates, on behalf of Telecom.

If the purchase of all validly tendered Notes would cause Telecom to purchase a principal amount greater than the Tender Cap, then the Offer will be oversubscribed and, if Telecom accepts Notes in the Offer, Telecom will accept for purchase tendered Notes on a prorated basis, with the prorated aggregate principal amount of each Holder's validly tendered Notes accepted for purchase rounded down to the nearest U.S.$1,000. Depending on the amount tendered and the proration factor applied, if the principal amount of Notes returned as a result of proration would result in less than the minimum denomination of the Notes being returned, Telecom will purchase all of such Holder's validly tendered Notes. However, Notes validly tendered at or prior to the Early Tender Deadline will be accepted for purchase in priority to Notes tendered after the Early Tender Deadline.

Subject to the terms and conditions of the Offer being satisfied or waived, and to its right to extend, amend, terminate or withdraw the Offer, Telecom will, after the Expiration Time (the "Final Acceptance Date"), accept for purchase all Notes validly tendered at or before the Expiration Time and not validly withdrawn at or before the Withdrawal Deadline (or if Telecom have exercised their early purchase option described above, all Notes validly tendered after the Early Tender Deadline and at or before the Expiration Time), subject to proration if applicable. Telecom will pay the Tender Offer Consideration for Notes accepted for purchase at the Final Acceptance Date on a date (the "Final Payment Date") promptly following the Final Acceptance Date. Also, on the Final Payment Date, Telecom will pay accrued and unpaid interest, and additional amounts, if any, to, but not including, the Final Payment Date, on Notes accepted for purchase at the Final Acceptance Date.

Telecom's obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn pursuant to the Offer, is subject to the satisfaction or waiver of the General Conditions (as defined in the Statement). Telecom reserves the right, subject to applicable law, in its sole discretion, to waive any of the conditions of the Offer, in whole or in part, at any time and from time to time.

Telecom reserves the right, subject to applicable law, in its sole discretion, to (1) extend, terminate or withdraw the Offer at any time, (2) increase or decrease the Tender Cap, or (3) otherwise amend the Offer in any respect, without extending the Withdrawal Deadline. The foregoing rights are in addition to the right to delay acceptance for purchase of Notes tendered pursuant to the Offer or the payment of Notes accepted for purchase pursuant to the Offer in order to comply with any applicable law, subject to Rule 14e-1(c) under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), which requires that Telecom pay the consideration offered or return the deposited Notes promptly after the termination or withdrawal of the Offer.

Notes tendered by or on behalf of persons that are (i) Argentine Entities (as defined in the Statement) or (ii) individuals, undivided estates or legal entities residing abroad who obtain Argentine source income that are residents in a "non-cooperating jurisdiction" for Argentine income tax purposes, or that acquired the Notes with funds originating in a non-cooperating jurisdiction must be accompanied in each case with such documentation as Telecom may require to make the withholdings mandated by Argentine income tax regulations.

Forward-Looking Statements

This release may contain forward-looking statements. These statements relate to our future prospects, developments and business strategies and are identified by our use of terms and phrases such as "anticipate," "could," "would," "will," "expect," "intend," "may," and similar terms and phrases, and may include references to assumptions. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future.  We caution you that forward-looking statements are not guarantees of future performance and are based on numerous assumptions and that our actual results of operations, including our financial condition and liquidity and the development of the Argentine telecommunications industry, may differ materially from (and be more negative than) those made in, or suggested by, any forward-looking statements contained in this release.  These forward-looking statements speak only as of the date of this release and we undertake no obligation to update or revise any forward-looking statement, whether as a result of new information or future events or developments. More detailed information about these and other factors is set forth in the Offer to Purchase.

The Offer shall be available online at https://www.gbsc-usa.com/telecomargentina/ until the consummation or termination of the Offer

SOURCE Telecom Argentina S.A.