BUENOS AIRES, Argentina, Feb. 2, 2021 /PRNewswire/ -- YPF Sociedad Anónima ("YPF" or the "Company") takes note of the press release issued by SteerCo Bondholder Group supporting the Company's exchange offers and consent solicitations described in the Exchange Offer and Consent Solicitation Memorandum dated January 7, 2021, as most recently amended on February 1, 2021 (the "XO&CSM"). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the XO&CSM.
Institutions claiming to hold 45% of the 2021 Old Notes, who have not identified themselves publicly, today stated their unwillingness to participate in the Exchange Offers. Since the launching of the transactions on January 7, 2021, the Company has engaged in good faith with market participants. YPF incorporated constructive feedback by amending its offers, to the extent permitted by applicable regulations and cognizant of its financial limitations. Those institutions, however, only very recently approached the Company. The requests submitted to management, as recently as the past weekend, were carefully considered by the Company´s Board of Directors in spite of the well-known time constraints. The Company responded promptly by adjusting the terms of its offers, reconciling the requests to the applicable regulatory framework and the Company's realistic assessment of available FX liquidity.
As more fully explained in the XO&CSM, the Company's proposal addresses restrictions arising under Argentine foreign exchange regulations that limit its ability to honor in full principal amounts due under its 2021 Old Notes at maturity, on terms that protect the value of holders' investments. Furthermore, by allowing holders of a wider range of the Company's outstanding notes to participate in the exchange offers, the Company has provided a basis for all holders of YPF's eligible bonds to gain access to a one-time offering of a secured export-backed notes by supporting a transaction also designed to enhance the Company's ability to deploy investments needed to develop its oil and gas assets, given current limitations in accessing the capital markets for reasons that are beyond the Company's control. In sum, a successful transaction will be beneficial to participating holders of all of YPF's Old Notes, in that it will overcome the constraints arising under applicable foreign exchange regulations and make room for the deployment of capital investments. If instead, the transactions contemplated in the XO&CSM, which have been approved by the Company´s Board of Directors, are not successfully accomplished, any restructuring alternatives that YPF may be able to implement could be on terms less favorable to the holders of Old Notes. There is a risk that the ability of the holders of Old Notes to recover their investments may be substantially delayed and/or impaired if the proposed transactions are not consummated. The market price of the Old Notes may decline and the ability of the holders of Old Notes to recover on their investments could be significantly eroded.
For these reasons, the Company encourages all eligible holders of Old Notes to consider carefully the terms set forth in the XO&CSM, and to participate in the transactions with a view to contributing to the preservation of their investments.
This announcement is not an offer of securities for sale in the United States, and none of the New Notes (as defined in the Exchange Offer and Consent Solicitation Memorandum) have been or will be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or under 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 the 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 (A) "qualified institutional buyers" as defined in Rule 144A under the Securities Act or (B) (w) outside the United States as defined in Regulation S under the Securities Act, (x) if located within a Member State of the European Economic Area ("EEA"), "qualified investors" as defined in Regulation (EU) 2017/1129 (the "Prospectus Regulation"), (y) if located in the United Kingdom, "qualified investors" as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA") and (z) if outside the EEA or the UK, are eligible to receive this offer under the laws of its jurisdiction (each an "Eligible Holder"). 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 any of the Exchange Offers and Consent Solicitation are not permitted by law.
The distribution of materials relating to any of the Exchange Offers and Consent Solicitation may be restricted by law in certain jurisdictions. Any of the Exchange Offers and Consent Solicitation are void in all jurisdictions where they are prohibited. If materials relating to the Exchange Offers and Consent Solicitation 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 Offers and 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. If a jurisdiction requires that the Exchange Offers and Consent Solicitation 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 Offers and Consent Solicitation shall be deemed to be made by the dealer manager or such affiliate on behalf of the Company in that jurisdiction.
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 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 the Prospectus Regulation. 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 Notes to be offered so as to enable an investor to decide to purchase or subscribe for the 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 retail investor means a person who is one (or more) of: (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 EUWA; or (ii) a customer within the meaning of the provisions of the UK Financial Services and Market Act 2000 ("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; or (iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of the EUWA.
This document has not been approved by an authorized person for the purposes of section 21 of the FSMA. This document is only being distributed to and is only directed at: (i) persons who are outside the United Kingdom; or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"); or (iii) persons falling within Articles 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Financial Promotion Order; or (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any New Notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This document is directed only at relevant persons and must not be acted on or relied upon by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such New Notes will be engaged in only with relevant persons.
SOURCE YPF Sociedad Anónima