Telecom Argentina S.A. Announces Upsize of Cash Tender Offer.

BUENOS AIRES, Argentina, July 12, 2019 /PRNewswire/ -- Telecom Argentina S.A. ("Telecom") announced that it is increasing the maximum aggregate principal amount of its outstanding 6.500% Notes due June 15, 2021 (the "Notes") to be purchased by Telecom pursuant to its previously announced offer to purchase for cash (the "Offer") to U.S.$250,000,000 (the "Tender Cap") from the previously announced cap of U.S.$200,000,000.

The other terms of the Offer remain unchanged. The terms and conditions, including the Financing Condition (defined below), are described in the offer to purchase dated July 10, 2019 (as it may be amended or supplemented from time to time, the "Statement").

As set forth in the Statement, Telecom may, in its sole discretion, subject to applicable law, increase or decrease the Tender Cap.

Telecom separately priced an offering of U.S.$400,000,000 8.000% notes due 2026, which is expected to close on July 18, 2019, the proceeds of which would be used to (i) to pay the consideration for the Offer and accrued and unpaid interest on the Notes, (ii) to pay fees and expenses incurred in connection with the Offer and (iii) the remainder, to refinance other long-term indebtedness of Telecom.  

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. 

The total consideration for each U.S.$1,000 principal amount of Notes purchased pursuant to the Offer will be (i) U.S.$997.50 per U.S. $1,000 principal amount of Notes (the "Early Tender Offer Consideration") payable only in respect of Notes validly tendered and not validly withdrawn at or prior to 5:00 P.M. New York City time on July 23, 2019 (the "Early Tender Deadline") that Telecom accepts for purchase, or (ii) U.S.$967.50 (per U.S.$1,000 principal amount of Notes (the "Tender Offer Consideration") payable in respect of Notes validly tendered after the Early Tender Deadline but at or before 11:59 P.M., New York City time, on August 6, 2019 (the "Expiration Time") that Telecom accepts for purchase. Only Notes validly tendered and not validly withdrawn at or before the Early Tender Deadline will be eligible to receive the Early Tender Offer Consideration.  Notes validly tendered after the Early Tender Deadline but at or before the Expiration Time will be eligible to receive only the Tender Offer Consideration.  In addition, Telecom will pay accrued and unpaid interest and additional amounts, if any, in respect of any Notes purchased in the Offer from the last interest payment date to, but not including, the Early Payment Date or the Final Payment Date, as the case may be.

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 accept Notes in the Offer, Telecom will accept for purchase tendered Notes on a prorated basis as described below.

The following table sets forth certain terms of the Offer:

The principal purpose of the Offer is to acquire a portion of the Notes. Concurrently with the commencement of the Offer, Telecom announced an offering (the "Financing Transaction") of a new series of notes (the "New Securities") to be issued by the Company in reliance on an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the "Securities Act"). Telecom expects to use the net proceeds from the Financing Transaction, to (i) pay consideration for the Offer and accrued and unpaid interest on the Notes validly tendered and accepted by Telecom, and (ii) repay, redeem or repurchase indebtedness at or before maturity (including by engaging in one or more liability management transactions). The Offer is conditioned upon, among other things, the successful completion of the Financing Transaction. No assurance can be given that the Financing Transaction will be completed successfully. In no event will this announcement or the information contained in this announcement regarding the New Securities constitute an offer to sell or a solicitation of an offer to buy any New Securities.

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.

The Early Tender Offer Consideration and the Tender Offer Consideration will not be due in respect of any Notes returned due to proration.

So long as the terms and conditions described in the Statement (including the Financing Condition) are satisfied, Telecom intend to accept for payment all Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline, and will only prorate such Notes if the aggregate amount of Notes validly tendered and not withdrawn at or prior the Early Tender Deadline exceeds the Tender Cap. If the Offer is not fully subscribed as of the Early Tender Deadline, Notes validly tendered after the Early Tender Deadline and at or before the Expiration Time may be subject to proration, whereas Notes validly tendered at or prior to the Early Tender Deadline would not be subject to proration. Furthermore, if the Offer is fully subscribed as of the Early Tender Deadline, Notes validly tendered after the Early Tender Deadline may not be accepted for payment, unless Telecom decides to (i) extend the Offer or (ii) increase the Tender Cap, subject to applicable law, in its sole discretion. In any scenario, Notes validly tendered at or prior to the Early Tender Deadline and not validly withdrawn will have priority in payment over Notes validly tendered after the Early Tender Deadline and at or before the Expiration Time. Telecom will announce the results of proration, if any, by press release promptly after the Early Acceptance Date (as defined below) or the Final Acceptance Date (as defined below), as the case may be.

Any Notes tendered may be validly withdrawn at or before 5:00 P.M., New York City time, on July 23, 2019 (the "Withdrawal Deadline"), but not thereafter, by following the procedures described herein. Tenders of Notes may not be withdrawn after the Withdrawal Deadline, unless mandated by applicable law. If the Offer is terminated without Notes being purchased, any Notes tendered pursuant to the Offer will be returned promptly, and neither the Early Tender Offer Consideration nor the Tender Offer Consideration, as the case may be, will be paid or become payable.

Subject to the terms and conditions of the Offer being satisfied or waived, Telecom reserves the right, at any time following the Early Tender Deadline but prior to the Expiration Time (the "Early Acceptance Date"), to accept for purchase the Notes validly tendered at or before the Early Tender Deadline and not validly withdrawn at or before the Withdrawal Deadline, subject to any required proration. If Telecom elects to exercise this option, Telecom will pay the Early Tender Offer Consideration for the Notes accepted for purchase at the Early Acceptance Date on a date (the "Early Payment Date") promptly following the Early Acceptance Date. Such Early Payment Date is expected to be two business days after the Early Tender Deadline, but is subject to change without notice. Also, on the Early Payment Date, if any, Telecom will pay accrued and unpaid interest, and additional amounts, if any to, but not including, the Early Payment Date, on Notes accepted for purchase at the Early Acceptance Date. Telecom reserves the right, in its sole discretion, subject to applicable law, to increase or decrease the Tender Cap; however, there can be no assurance that Telecom will do so.

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 a number of conditions, including the Financing Condition (as defined in the Statement) and 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 the Company may require to make the withholdings mandated by Argentine income tax regulations.

The Information Agent for the Offer is:

Any question regarding the terms of the Offer should be directed to the Dealer Managers.

The Dealer Managers for the Offer are:

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.