CORDOBA, Argentina, Jan. 26, 2021 /PRNewswire/ -- The Province of Córdoba (the "Province") today announced that it has obtained the Requisite Consents from Holders of each series of the eligible notes set forth in Table A (the "Eligible Notes") to effect the Proposed Modifications as set forth in the consent solicitation statement dated November 6, 2020, as most recently amended and restated on January 12, 2021 (the "Consent Solicitation Statement"). Capitalized terms used herein but not defined shall have the meaning assigned to them in the Consent Solicitation Statement.
As of 5:00 p.m. New York City Time, on January 22, 2021 (the "Expiration"), the aggregate principal amount Outstanding of all Eligible Notes set forth in Table A have delivered Consents to accept the Province's Proposed Modifications, including their consent to the actions proposed in the Consent Solicitation Statement to (i) irrevocably waive (A) their right to receive interest on the scheduled December 10, 2020 interest payment date and (B) any default or Event of Default in relation therewith, and any interest, late interest or additional interest, expenses or costs arising from or in connection with such default or Event of Default; and (ii) authorize and direct the Trustee, to modify and substitute the Eligible Notes for the relevant amounts of Modified Notes. The Province has accepted all valid Consents delivered pursuant to the Consent Solicitation. The written Consents given by holders of Eligible Notes pursuant to the Consent Solicitation Statement are sufficient to render the Proposed Modifications effective for all series of Eligible Notes (the "Modified Series"):
TABLE A | ||||
Series of Notes | ISIN/CUSIP | Principal Amount | Principal Amount of | Consents Accepted |
7.125% Notes due 2021 | 144A: | U.S.$709,405,000 | U.S.$679,362,000 | 95.77% |
Reg S: | ||||
7.450% Notes due 2024 | 144A: | U.S.$510,000,000 | 96.99% | |
74408D AD6 | U.S.$494,624,000 | |||
Reg S: | ||||
7.125% Notes due 2027 | 144A: | U.S.$450,000,000 | U.S.$433,444,000 | 96.32% |
74408D AE4 | ||||
Reg S: | ||||
Total | U.S.$1,669,405,000 | U.S.$ 1,607,430,000 | 96.29% | |
As a result of the Consents, after payment of the Cash Consent Consideration, the Province intends to issue Aggregated PIK as follows: (i) U.S.$12,154,779 aggregate principal amount of the 2025 Notes (which will modify and substitute the Existing 2021 Notes); (ii) U.S.$5,936,748 aggregate principal amount of the 2027 Notes (which will modify and substitute the Existing 2024 Notes); (iii) U.S.$6,004,929 aggregate principal amount of the 2029 Notes (which will modify and substitute the Existing 2027 Notes), in each case, to be delivered as consideration for the applicable Eligible Notes pursuant to the Consent Solicitation Statement.
Upon execution of the Supplemental Indentures and satisfaction (or waiver) of all other conditions to the Consent Solicitations, the Eligible Notes of the Modified Series will be modified and substituted for the relevant amounts of the applicable Modified Notes. The Proposed Modifications will be conclusive and binding on all holders of such Modified Series that have not participated in the Consent Solicitations, whether or not they have consented to the Proposed Modifications.
To compensate the Ad Hoc Bondholder Group, approximately U.S.$2.6 million on account of the Ad Hoc Bondholder Group Expenses in connection with the Consent Solicitation will be deducted from the aggregate Cash Consent Consideration. For the avoidance of doubt, the Ad Hoc Bondholder Group Expenses will be deducted on a pro rata basis from the Cash Consent Consideration payable to all Holders who delivered their Consents at or prior to the Expiration pursuant to this Consent Solicitation Statement.
The settlement date of the Consent Solicitations is expected to be January 26, 2021, or promptly thereafter (the "Settlement Date"). On the Settlement Date, the Province will deliver the Modified Notes to the Holders and the Eligible Notes will be submitted for cancellation. Furthermore, on the Settlement Date the Province will pay the Accrued Interest Consideration (including the Cash Consent Consideration) to Holders of any Eligible Notes who have submitted valid and accepted Consents and the Reduced Interest Consideration to the remaining Holders of Eligible Notes.
The Eligible Notes were not, and the Modified Notes will not be, registered under the U.S. Securities Act of 1933, as amended (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.
The Province 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. acted 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).
Questions regarding this press release may be directed to the consent solicitation agents by calling any of the above numbers or by contacting D.F. King & Co., Inc. at its email address (cordoba@dfking.com) or telephone number (+1 (212) 269-5550 (banks and brokers) / +1 (866) 342-4884 (all others)).
Important Notice
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. See "Transfer Restrictions" and "Jurisdictional Restrictions" 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
Forward-Looking Statements
This announcement contains certain "forward-looking" statements within the meaning of Section 27A of the Securities Act, and Section 21E of the 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. 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.
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SOURCE The Province of Córdoba
