Argentina’s YPF amends exchange offers, consents for seven notes

By Cady Vishniac

Detroit, Jan. 15 – Argentina’s YPF SA has amended its consent solicitations to amend the indentures of each of the old notes, according to a press release.

The amendment to the consent solicitations concerns the number of consents needed to amend the notes. With the consent solicitation amendment, the company has established that if holders representing more than 50% of the outstanding aggregate principal amount of each of the note series deliver their consents, the company will have received the requisite consents to amend that series.

As previously reported, the company began soliciting consents on Jan. 8 from all holders of the seven note series to amend or eliminate certain covenants and events of default under the notes’ indentures.

Consents may be revoked prior to an early deadline of 5 p.m. ET on Jan. 21. The final deadline is 11:59 p.m. ET on Feb. 4.

A noteholders’ meeting regarding the amendments to each of the outstanding notes is expected on or about Jan. 25 in the company’s offices in Buenos Aires and Cleary Gottlieb Steen & Hamilton’s offices in New York, or virtually if Covid-19 restrictions are in place that make a meeting at the offices impossible. If a quorum is not formed, new meetings will be held within 30 days.

Exchange offers

The company launched both the consent solicitations and an offer to exchange the seven series of old notes for three new note series on Jan. 8.

Consents to the company’s proposed amendments must be delivered in order to participate in YPF’s simultaneous exchange offer. Those who wish to deliver consents must likewise tender their notes along with the consents. Consents may be revoked prior to the early exchange and deadline.

The seven series of notes and their corresponding exchange offers are, for the:

• $412,652,000 outstanding of 8½% senior notes due 2021 (ISINs: US984245AM20, USP989MJBG51) for an early exchange consideration of $1,025 of new 8½% export-backed notes due 2026 and $157 cash or a late exchange consideration of $1,182 of new 8½% export-backed notes due 2026 for each $1,000 of notes tendered;

• $1,522,165,000 outstanding of 8¾% senior amortizing notes due 2024 (ISINs: US984245AK63, USP989MJAY76) for an early exchange consideration of $511 of new 8½% export-backed notes due 2026 and $700 of new 8½% notes due 2029 or a late exchange consideration of $1,208 of new 8½% notes due 2029 for each $1,000 of notes tendered;

• $542,806,000 outstanding of 8½% senior amortizing notes due 2025 (ISINs: US984245AT72, USP989MJBQ34) for an early exchange consideration of either $1,143 of new 8½% export-backed notes due 2026 or $583 of new 8½% export-backed notes due 2026 and $625 of new 8½% notes due 2029, or a late exchange consideration of $1,208 of new 8½% notes due 2029 for each $1,000 of new notes offered;

• $1.5 billion outstanding of 8½% senior notes due 2025 (ISINs: US984245AL47, USP989MJBE04) for an early exchange consideration of $174 of new 8½% export-backed notes due 2026, $500 of new 8½% notes due 2029 and $500 of new 7% notes due 2033, or a late exchange consideration of $587 of new 8½% notes due 2029 and $587 of new 7% notes due 2033 for each $1,000 of new notes offered;

• $1 billion outstanding of 6.95% senior notes due 2027 (ISINs: US984245AQ34, USP989MJBL47) for an early exchange consideration of $144 of new 8½% export-backed notes due 2026 and $1,000 of new 7% notes due 2033, or a late exchange consideration of $1,144 new 7% notes due 2033 for each $1,000 of new notes offered;

• $500 million outstanding of 8½% senior notes due 2029 (ISINs: US984245AS99, USP989MJBP50) for an early exchange consideration of $182 of new 8½% export-backed notes due 2026 and $1,000 of new 7% notes due 2033, or a late exchange consideration of $1,182 new 7% notes due 2033 for each $1,000 of new notes offered; and

• $750 million outstanding of 7% senior notes due 2047 (ISINs: US984245AR17, USP989MJBN03) for an early exchange consideration of $153 of new 8½% export-backed notes due 2026 and $950 of new 7% notes due 2033, or a late exchange consideration of $1,103 of new 7% notes due 2033 for each $1,000 of new notes offered.

The three new Regulation S and Rule 144A note series will not collect interest until Jan. 1, 2023.

The notes carry a 0% coupon through Dec. 31, 2022.

The exchange offer and consent solicitations share the same early and final deadlines. The deadline to exchange notes for the early exchange consideration is 5 p.m. ET on Jan. 21, and the deadline to exchange notes for the late exchange consideration is 11:59 p.m. ET on Feb. 4.

Notes may be validly withdrawn before the early deadline. Settlement is expected promptly after the exchange deadlines, with the final settlement taking place on Feb. 9.

The completion of the exchanges is conditioned on the following:

• The issuance of at least $500 million of each of the three series of new notes;

• The meeting of customary conditions and receipt of certain government approvals and third-party consents; and

• Approval from the National Securities Commission.

D.F. King & Co., Inc. (800 848-3410, 212 269-5550, ypf@dfking.com, www.dfking.com/ypf) is the information and exchange agent for the exchange offer and consent solicitations.

Citigroup Global Markets Inc. (212 723-6106, 800 558-3745), Santander Investment Securities Inc. (212 940-1442, 855 404-3636), HSBC Securities (USA) Inc. (888 4722-456, 212 525-5552, lmamericas@us.hsbc.com) and Itau BBA USA Securities (212 710-6749, 888 770-4828) are the dealer managers.

YPF is a petroleum and natural gas company based in Buenos Aires.

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