Argentina’s YPF announces results of exchange offer/consent solicitation

Chicago, Feb. 11 – Argentina’s YPF SA announced the results of its exchange offers and consent solicitation on Thursday in a press release.

The 11:59 p.m. ET Feb. 10 deadline was the early participation deadline for the 2021 old notes and the expiration time for all of the other notes in the offer.

Results

Based on information provided by the exchange agent and information agent the company received tenders in the following amounts for each series of notes, with the specific offers detailed below:

• 59.79%, or $246,735,000, of the 2021 old notes;

• 43.12%, or $656,382,382, of the 2024 old notes;

• 37.15%, or $201,667,138, of the old March 2025 notes;

• 24.55%, or $368,228,998, of the old July 2025 notes;

• 19.07%, or $190,697,000, of the old 2027 notes;

• 20.21%, or $101,028,000, of the old 2029 notes; and

• 28.45%, or $213,387,500, of the old 2047 notes.

Exchange notes

YPF plans to issue $775,312,599 of new secured notes and will pay $100,667,880 in cash on the early settlement date to eligible holders who validly tendered their 2021 old notes before the early participation deadline.

On the settlement date, the company will issue $747,833,257 of new 2029 notes and $575,649,021 of new 2033 notes to holders who validly tendered their old notes (other than the old 2021 notes) prior to the expiration time.

Exchange notes details

Also previously reported, the new Regulation S and Rule 144A note series will collect interest, as of a previous amendment.

The new secured 2026 notes will have a 4% coupon until Dec. 31, 2022 and then a 9% interest rate through maturity.

The new 2029 notes will have a 2½% coupon until Dec. 31, 2022 and then will have a 9% interest rate through maturity.

The new 2033 notes will have a 1½% coupon until Dec. 31, 2022 and then a 7% coupon until maturity.

The completion of the exchanges was 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.

Additional 2026 notes

The company may issue additional new secured 2026 notes as late exchange consideration on or prior to the 2021 old notes late settlement date.

No new secured 2026 notes will be issued following the 2021 old notes late settlement date.

Exchange offers recap

As previously reported, 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, an offer that was subsequently modified several times.

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

The seven series of notes and their corresponding updated exchange offer amounts are, for the

• $412,652,000 outstanding of 8½% senior notes due 2021 (ISINs: US984245AM20, USP989MJBG51), (as mentioned above) an exchange consideration of $699 of new secured 2026 notes and $480 in cash for each $1,000 of old notes (previously $824 of new 2026 notes and $283 cash with no interest, as interest has been calculated in the cash consideration, previously $949 of 2026 notes and $158 cash, then previously 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), an exchange consideration of $439 of new 2026 notes and $700 of new 2029 notes (previously 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), either $1,059 of new 2026 notes or $509 of new 2026 notes and $625 of new 2029 notes (previously 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), an exchange consideration of $121 of new 2026 notes, $650 of new 2029 notes and $350 of new 2033 notes (previously 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), an exchange consideration of $100 of new 2026 notes, $250 of new 2029 notes and $750 of new 2033 notes (previously 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) an exchange consideration of new 2026 notes and $1,000 of new 2023 notes (previously 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), an exchange consideration of $115 of new 2026 notes and $950 of new 2033 notes (previously 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).

Amended 2021 offer

The early exchange consideration for the old 2021 notes was modified several times. The final offer was for $699 of new secured 2026 notes and $480 in cash for each $1,000 of old notes. The cash amount does not include interest.

As previously reported, in the third amendment the company was offering to exchange $824 of new 2026 notes and $283 of cash without interest, as interest has been calculated in the cash consideration (and then before that $949 of 2026 notes and $158 cash, then previously 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).

For the late exchange consideration, noteholders who tender $1,000 face amount of old notes will receive $824 of new secured 2026 notes and a $283 cash payment, without interest.

The 2026 notes issued as late exchange consideration may not have the same Cusip as the early 2026 notes. YPF cannot guarantee the late-issued notes will be part of the same issue as the early notes or will count as a qualified reopening of the earlier issue, or have the same original issue discount.

The late 2026 notes will constitute a single series with the early 2026 notes.

There was a minimum exchange condition for the 2021 old notes which has been waived.

Extension of 2021 offer

Only for the 2021 notes, YPF extended the early participation deadline to 11:59 p.m. ET on Feb. 10.

The acceptance date is now planned for Feb. 11 and settlement is expected on Feb. 12.

The withdrawal deadline also was extended to 5 p.m. ET on Feb. 10 from 5 p.m. ET on Feb. 5.

The final expiration time has been moved back to 11:59 p.m. ET on Feb. 25 from 11:59 p.m. ET on Feb. 5.

The acceptance date for late acceptance is now Feb. 26, from Feb. 8.

And, late settlement just for the 2021 notes is now March 1, pushed back from Feb. 11.

Extension of other offers

For all of the other offers, the company moved the expiration time to 11:59 p.m. ET on Feb. 10 from 11:59 p.m. ET on Feb. 5.

The acceptance date is Feb. 11 instead of Feb. 8.

And, the settlement date for the other offers is Feb. 12, shifted from Feb. 11.

Managers and agents

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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