Blog: The Province of Buenos Aires – Continued Engagement with Bondholders – PRNewswire

LA PLATA, BUENOS AIRES, Argentina, June 7, 2021 /PRNewswire/ – Since the announcement of its invitation to holders of certain eligible bonds (the “Eligible Bonds“) as set forth in the invitation memorandum dated April 24, 2020 (as amended and supplemented from time to time, the “Invitation Memorandum“) to submit orders to exchange their Eligible Bonds for new bonds (the “New Bonds“), the Province of Buenos Aires (the “Province“) has maintained informal discussions with various institutional holders and certain of their advisors.

As previously communicated, on May 18, 2021 the Province and several of the Province’s largest bondholders (including members of the Ad Hoc Bondholder Group) agreed to extend the non-disclosure agreements previously signed with the Province (the “NDAs“).  Following several rounds of discussions, on May 24, 2021, certain investors, including the largest bondholders, communicated a new set of indicative terms. After a careful review of those indicative terms, on May 28, 2021 the Province delivered to the members of the Ad Hoc Bondholder Group a revised set of terms (see Annex A), which adopted structural features proposed by the bondholders and improved the financial terms. The information attached hereto as Annex A does not constitute an amendment to the Invitation Memorandum or the terms of the invitation set forth therein

On June 4, 2021, however, in response to the Province’s revised set of terms, the Ad Hoc Bondholder Group submitted a proposal that simply reproduced the indicative terms that had been communicated to the Province on May 24, 2021, which leads the Province to believe that the members of the Ad Hoc Bondholder Group, as a group, are unlikely to put forward a revised proposal that meet’s the Province’s objectives for a sustainable debt framework.  As a result, the Province is making the information contained herein available to the general public, in accordance with the terms of the NDAs, which have expired.

The Province has extended the deadline of the Invitation until 5:00 p.m., Central European Time, on June 18, 2021 and intends to use the extension time to amend the Invitation in a manner that reflects the fiscal limits considered by the Province to be consistent with a responsible social as well as financial policy in the short, medium and long-term. The Province intends to set forth the precise terms of the amended Invitation in an amended Invitation Memorandum that the Province intends to distribute after the Invitation obtains all necessary regulatory approvals.

* * * * * * * * * *

Eligible Holders, or custodians for such holders, of Eligible Bonds may obtain a copy of the Invitation Memorandum by contacting the dealer managers by calling any one of the numbers above or D.F. King at its email address ([email protected]) or telephone number (+44 20 7920 9700 or +1 212-232-3233) or by download, following registration, via: https://sites.dfkingltd.com/PBA

Important Notice

This announcement, including the presentation attached hereto as Annex A, is not an offer of securities for sale in the United States, and none of the New Securities (as defined in the Invitation Memorandum) has been or will be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act“) and 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 Securities for 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 beneficial owners of Eligible Bonds who are (A) “qualified institutional buyers” as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or (B) (x) outside the United States as defined in Regulation S under the Securities Act, (y) if located within a Member State of the European Economic Area (“EEA“) (each, a “Relevant State”), “qualified investors” as defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation“), (z) if located within the United Kingdom (“UK“), “qualified investors” as defined in the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA“) and (zz) if outside the EEA or the UK, is 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 the Invitation is not permitted by law.

The distribution of materials relating to the Invitation may be restricted by law in certain jurisdictions. The Invitation is void in all jurisdictions where it is prohibited. If materials relating to the Invitation come into your possession, you are required by the Province to inform yourself of and to observe all of these restrictions. The materials relating to the Invitation, 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 Invitation 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 Invitation shall be deemed to be made by the dealer manager or such affiliate on behalf of the Province in that jurisdiction.

Forward-Looking Statements

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 Province has no control. The Province 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

The New Securities 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 a Relevant State. 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“); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, 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. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation“) for offering or selling the New Securities or otherwise making them available to retail investors in a Relevant State has been prepared and therefore offering or selling the New Securities or otherwise making them available to any retail investor in a Relevant State may be unlawful under the PRIIPs Regulation.

Notice to Investors in the United Kingdom

The New Securities 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 UK. For these purposes, a retail investor means a person who is one (or more) of the following: (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; (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, 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. Consequently no key information document required by the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation“) for offering or selling the New Securities or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the New Securities or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

For the purposes of section 21 of the Financial Services and Markets Act 2000, to the extent that this announcement constitutes an invitation or inducement to engage in investment activity, such communication falls within Article 34 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order“), being a non-real time communication communicated by and relating only to controlled investments issued, or to be issued, by the Province.

Other than with respect to distributions by the Province, this announcement is for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Promotion Order, (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which the announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

ANNEX A – PROVINCE’S MAY 28, 2021 PROPOSAL

Assumptions

Effective Date: 30-Apr-21

EUR/USD FX: 1.2198 (@27-May-21)

Allocation: Holders of Existing USD and EUR 2035 Bonds will receive New USD and EUR 2037 B bonds, respectively. Holders of the other Existing USD and EUR Bonds will receive New USD and EUR 2037 A bonds, respectively

Consent Fee: 100% of PDI up to 30-Apr-21 will be capitalized into the New Bonds

New Securities

USD 2037A

USD2037B

EUR2037A

EUR2037B

Coupon Schedule

Payment Dates

30-Jun and 30-Dec

30-Jun and 30-Dec

30-Jun and 30-Dec

30-Jun and 30-Dec

Schedule

2021: 1.750%

2022: 3.500%

2023: 4.875%

2024: 5.875%

2025 onwards: 6.250%

2021: 1.750%

2022: 3.625%

2023: 3.750%

2024: 4.500%

2025 onwards: 5.125%

2021: 1.750%

2022: 3.500%

2023: 4.250%

2024: 4.500%

2025 onwards: 5.500%

2021: 1.750%

2022: 3.625%

2023: 3.625%

2024: 3.750%

2025 onwards: 4.375%

1st coupon payable on 30-Dec-21

1st coupon payable on 30-Dec-21

1st coupon payable on 30-Dec-21

1st coupon payable on 30-Dec-21

Maturity

30-Dec-2037

30-Dec-2037

30-Dec-2037

30-Dec-2037

Amortization Profile

28 semi-annual payments starting on 30-Jun-24

16 semi-annual payments starting on 30-Jun-30

28 semi-annual payments starting on 30-Jun-24

16 semi-annual payments starting on 30-Jun-30

2×1.83% / 2×2.27% / 2×3.16% / 2×3.41% / 10×3.76% / 2×4.00% / 2×4.27% / 2×4.62% / 2×4.83%

2×2.52% / 2×4.05% / 2×5.50% / 2×6.80% / 2×7.65% / 4×7.70% / 2×8.08%

2×1.83% / 2×2.27% / 2×3.16% / 2×3.41% / 10×3.76% / 2×4.00% / 2×4.27% / 2×4.62% / 2×4.83%

2×2.52% / 2×4.05% / 2×5.50% / 2×6.80% / 2×7.65% / 4×7.70% / 2×8.08%

Debt Service (US$mm)

Year

2021

2022

2023

2024

2025

2026

2027

2028

2029

2030

2031

2032

2033

2034

2035

2036

2037

Cash Flows

93

280

367

674

754

807

830

836

854

886

891

891

886

900

895

896

886

SOURCE The Province of Buenos Aires

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