The Province of Córdoba Extends Expiration of its Consent Solicitation
Nov 23, 2020, 17:34 ET
CORDOBA, Argentina, Nov. 23, 2020 /PRNewswire/ -- The Province of Córdoba (the "Province") today announced that it has extended the expiration time of its Consent Solicitations from Holders of Eligible Notes made upon the terms and subject to the conditions set forth in the Province's consent solicitation statement dated November 6, 2020 (as it may be amended or supplemented from time to time, the "Consent Solicitation Statement") from 5:00 p.m. (New York City time) on November 23, 2020, to 5:00 p.m. (New York City time) on December 14, 2020 (the "Expiration"), unless further extended or earlier terminated. Capitalized terms used herein but not defined shall have the meaning assigned to them in the Consent Solicitation Statement.
Assuming that the Province, among other things, does not further extend the Expiration or terminate the Consent Solicitations early, the Solicitation Period is extended through the new Expiration, the Results Announcement Date shall be on December 16, 2020, and the Consent Date, the Effective Date and the Settlement Date shall be on December 16, 2020.
The Province continues to receive and analyze investors' views and suggestions with a view to maximizing investor support while preserving its debt sustainability goals. The Province firmly believes that the adoption and implementation of the Proposed Modifications will contribute to stabilizing its current financial condition, alleviating the medium and long-term constraints on the Province created by the current economic crisis and provide relief to return the Province's economic trajectory to long term growth that can again support its debt burden. The Province intends to take advantage of this extension to continue discussions and allow investors to continue providing their views and suggestions to successfully restructure the Province's debt.
Holders who delivered their Consents to the Consent Solicitations prior to the date of this announcement and do not revoke such Consents prior to Expiration shall be considered to have accepted the terms and conditions of the Consent Solicitations.
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The Province has engaged HSBC Securities (USA) Inc. and J.P. Morgan Securities LLC to act as consent solicitation agents for the Consent Solicitation. D.F. King & Co., Inc. is acting as information and tabulation agent. Any questions or requests for assistance regarding the Consent Solicitation may be directed to HSBC Securities (USA) Inc. at +1 (888) HSBC-4LM (toll free) and +1 (212) 525-5552 (collect) or J.P. Morgan Securities LLC at +1 (866) 846-2874 (toll free) and +1 (212) 834-7279 (collect).
Before you submit your Consent, you should read the Consent Solicitation Statement. Holders, or custodians for such holders, of Eligible Notes may obtain a copy of the Consent Solicitation Statement by contacting the consent solicitation agents calling any of the above numbers or by contacting D.F. King & Co., Inc. at its email address ([email protected]) or telephone number (+1 (212) 269-5550 (banks and brokers) / +1 (866) 342-4884 (all others)) or by download, following registration, via: www.dfking.com/cordoba.
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The distribution of materials relating to the Consent Solicitation may be restricted by law in certain jurisdictions. The Consent Solicitation is void in all jurisdictions where it is prohibited. If materials relating to the Consent Solicitation come into your possession, you are required by the Province to inform yourself of and to observe all of these restrictions, including whether you are a Holder pursuant to the laws of your jurisdiction. The materials relating to the Consent Solicitation, 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. Holders should carefully review the restrictions and limitations applicable in certain jurisdictions and the manner in which the Consent Solicitation Statement will be made available in such jurisdictions, as set forth under "Transfer Restrictions" and "Jurisdictional Restrictions" of the Consent Solicitation Statement.
If a jurisdiction requires that the Consent Solicitation be made by a licensed broker or agent and a consent solicitation agent or any affiliate of a consent solicitation agent is a licensed broker or agent in that jurisdiction, the Consent Solicitation shall be deemed to be made by the consent solicitation agent or such affiliate on behalf of the Province in that jurisdiction.
This announcement is not a solicitation of consents with respect to the Eligible Notes and shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. The offering of these securities will be made only by means of the Consent Solicitation Statement.
Neither the Province, the Trustee, the Consent Solicitation Agents or the Information and Tabulation Agent has expressed any opinion as to whether the terms of the Consent Solicitation are fair. In addition, none of the clearing systems through which you may deliver your Consent has expressed any opinion as to whether the terms of the Consent Solicitation are fair. Neither the Province, the Trustee, the Consent Solicitation Agents or the Information and Tabulation Agent makes any recommendation that you deliver Consents or refrain from doing so pursuant to the Consent Solicitation, and no one has been authorized by the Province, the Trustee, the Consent Solicitation Agents, or the Information and Tabulation Agent to make any such recommendation. You must make your own decision as to whether to deliver your Consent or refrain from doing so.
This announcement contains certain "forward-looking" statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Such forward-looking statements are based on current plans, estimates and projection, and therefore you should not put undue reliance on them. These statements are likely to relate to, among other things, the Province's goals, plans and projections regarding its financial position, results of operations, expenses, performance or the outcome of contingencies such as legal proceedings, which are based on current expectations that involve inherent risks and uncertainties, including internal or external factors that could delay, divert or change any of them in the next several years. The Province undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.
Notice to Holders
For the purposes of this announcement, "Ineligible Holder" means each beneficial owner located within a Member State of the European Economic Area or the United Kingdom (each, a "Relevant State") who is not a "qualified investor" (as defined in Regulation (EU) 2017/1129 (the "Prospectus Regulation")) or any other beneficial owner located in a jurisdiction where the Consent Solicitation is not permitted by law. No offer of any kind is being made to Ineligible Holders. For further details about eligible offerees and resale restrictions, see the Consent Solicitation Statement.
Notice to Holders In the United States
The Province is making this announcement in reliance on exemptions from the registration requirements of the Securities Act.
The Eligible Notes were not, and the Modified Notes will not be, registered under the Securities Act, or any state securities law. The Modified Notes may not be offered or sold in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, this announcement is directed only (1) to holders of Eligible Notes who are "qualified institutional buyers" as defined in Rule 144A under the Securities Act ("QIBs") and (2) outside the United States, to holders of Eligible Notes other than "U.S. persons" (as defined in Rule 902 under the Securities Act).
These exemptions apply to offers and sales of securities that do not involve a public offering. The Modified Notes have not been recommended by any U.S. or non-U.S. securities authorities, and these authorities have not determined that this announcement is accurate or complete. Any representation to the contrary is a criminal offense.
Notice to Holders In the EEA and the United Kingdom
The Modified Notes are not intended to be offered, sold, or otherwise made available to any retail investor in the European Economic Area ("EEA") or in the United Kingdom ("UK"). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Modified Notes or otherwise making them available to retail investors in the EEA or the UK has been prepared and therefore offering or selling the Modified Notes or otherwise making them available to any retail investor in the EEA or the UK may be unlawful under the PRIIPs Regulation.
For the purposes of these provisions: the expression "retail investor" means a person who is one (or more) of the following: (A) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (B) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "IDD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. References to Regulations or Directives include, in relation to the UK, those Regulations or Directives as they form part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 or have been implemented in UK domestic law, as appropriate.
SOURCE The Province of Córdoba
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