Obligation Aeropuertos Argentina 2000 S.A 8.5% ( USP0092MAJ29 ) en USD

Société émettrice Aeropuertos Argentina 2000 S.A
Prix sur le marché refresh price now   92.41 %  ▼ 
Pays  Argentine
Code ISIN  USP0092MAJ29 ( en USD )
Coupon 8.5% par an ( paiement trimestriel )
Echéance 31/07/2031



Prospectus brochure de l'obligation Aeropuertos Argentina 2000 S.A USP0092MAJ29 en USD 8.5%, échéance 31/07/2031


Montant Minimal 1 000 USD
Montant de l'émission 209 013 620 USD
Cusip P0092MAJ2
Notation Standard & Poor's ( S&P ) CCC- ( Défaut imminent, avec quelques espoirs de recouvrement )
Notation Moody's Caa3 ( Défaut imminent, avec quelques espoirs de recouvrement )
Prochain Coupon 01/08/2024 ( Dans 75 jours )
Description détaillée L'Obligation émise par Aeropuertos Argentina 2000 S.A ( Argentine ) , en USD, avec le code ISIN USP0092MAJ29, paye un coupon de 8.5% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le 31/07/2031

L'Obligation émise par Aeropuertos Argentina 2000 S.A ( Argentine ) , en USD, avec le code ISIN USP0092MAJ29, a été notée Caa3 ( Défaut imminent, avec quelques espoirs de recouvrement ) par l'agence de notation Moody's.

L'Obligation émise par Aeropuertos Argentina 2000 S.A ( Argentine ) , en USD, avec le code ISIN USP0092MAJ29, a été notée CCC- ( Défaut imminent, avec quelques espoirs de recouvrement ) par l'agence de notation Standard & Poor's ( S&P ).








EXCHANGE OFFER MEMORANDUM AND CONSENT SOLICITATION STATEMENT


Offer to Exchange any and all of the outstanding 6.875% Senior Secured Notes due 2027 issued on February 6, 2017 (CUSIP: 00786P
AC8 / P0092M AE3; ISIN: US00786PAC86 /USP0092MAE32) (the "Series 2017 Notes"), and
any and all of the outstanding 6.875% Cash/9.375% PIK Class I Series 2020 Additional Senior Secured Notes due 2027, issued on
May 20, 2020 (CUSIP: 00786P AD6 / P0092M AF0; ISIN: US00786PAD69 /USP0092MAF07) (the "Series 2020 Notes" and, together
with the Series 2017 Notes, the "Existing Notes")
for
8.500% Class I Series 2021 Additional Senior Secured Notes due 2031
to be issued by
Aeropuertos Argentina 2000 S.A.
and
Solicitation of Consents and Proxies to Proposed Amendments to the Indenture governing
the Existing Notes
To be eligible to receive the Total Exchange Consideration (as defined below), registered holders of the outstanding Existing Notes (each
such holder of Existing Notes, a "Holder") must validly tender their Existing Notes and deliver their Proxies (as defined below) before 5:00
p.m. (New York City time) on October 12, 2021, unless extended or earlier terminated by Aeropuertos Argentina 2000 S.A. in its sole
discretion (such date and time, as the same may be extended or earlier terminated, the "Early Participation Deadline"). Exist ing Notes
tendered for exchange and Proxies validly delivered on or prior to the Early Participation Deadline may be validly withdrawn and the related
Proxies may be revoked at any time prior to 5:00 p.m. (New York City time) on October 12, 2021 unless extended by Aeropuertos Argentina
2000 S.A. in its sole discretion (such date and time, as the same may be extended, the "Withdrawal Deadline"). The Exchange Offer (as
defined below) will expire at 11:59 p.m. (New York City time) on October 26, 2021 unless extended by Aeropuertos Argentina 2000 S.A.
in its sole discretion (such date and time, as the same may be extended with respect to the Exchange Offer, the "Expiration Deadline").
Holders must validly tender their Existing Notes and deliver their Proxies before the Expiration Deadline to be eligible to receive the
Exchange Consideration (as defined below). The consummation of the Exchange Offer is subject to certain conditions. See "Conditions to
the Exchange Offer and the Solicitation".

This document constitutes a prospectus for the purposes of Part IV of the Luxembourg law of 16 July, 2019, on prospectuses for
securities. The Luxembourg Stock Exchange has only approved the sections that relate to the listing of the Additional Notes and not
the sections that relate to the Exchange Offer and Consent Solicitation. The sections relating to the Exchange Offer and Cons ent
Solicitation are provided for informational purposes only.
This document is drawn up in connection with the application for the listing on the Official List of the Luxembourg Stock Exc hang e
and the admission to trading on the Euro MTF Market of the Luxembourg Stock Exchange in the aggregate principal amount of
USD 208,949,631 of 8.500% Class I Series 2021 Additional Senior Secured Notes due 2031 issued by Aeropuertos Argentina 2000
S.A.


The Exchange Offer and the Consent Solicitation
Aeropuertos Argentina 2000 S.A., a sociedad anónima organized and existing under the laws of the Republic of Argentina
("Aeropuertos Argentina 2000," "AA2000." the "Company," "we," "us," or the "Issuer"), hereby offers to the Eligible Holders (as defined
below) the opportunity to exchange (the "Exchange Offer"), any and all of its outstanding Existing Notes for the consideration described in
"Description of the Exchange Offer and the Solicitation--Total Exchange Consideration and Exchange Consideration" in this Exchange Offer
Memorandum and Consent Solicitation Statement and solicits consents and proxies (the "Proxies") to amend certain provisions and covenants,
and obtain certain waivers under the indenture governing the Existing Notes (the "Solicitation") upon the terms and subject to the conditions
set forth in this exchange offer memorandum and consent solicitation statement (as it may be supplemented and amended from time to time,
this "Exchange Offer Memorandum"), the electronic eligibility letter (the "Eligibility Letter"), the lett er of transmittal (the "Letter of
Transmittal") for tenders from Eligible Holders that are Argentine Entity Offerees (as defined in the Letter of Transmittal) and Non-Cooperating
Jurisdiction Offerees (as defined in the Letter of Transmittal), the Proxy Fo rm and the Proxy Appointment in the form contained in the Proxy



Form. The Eligibility Letter, the Letter of Transmittal, the Proxy Form and the Proxy Appointment are collectively referred hereto as the "Proxy
Documents" and, the Proxy Documents jointly with the Exchange Offer Memorandum, referred to as the "Exchange Offer Documents."
The Existing Notes will be exchanged for newly issued 8.500% Class I Series 2021 Additional Senior Secured Notes due 2031 (the
"Class I Series 2021 Additional Notes" or the "Series 2021 Notes"). The Class I Series 2021 Additional Notes will be issued as additional notes
pursuant to a second amended and restated indenture (the "Indenture") that amends and restates the first amended and restated indenture under
which the Existing Notes were issued (the "Existing Indenture").
The Class I Series 2021 Additional Notes and the Existing Notes not exchanged in the Exchange Offer, will be secured by the s ame
existing collateral securing the Existing Notes (including the Tariffs Trust) on a pro rata and pari passu basis in accordance with the Existin g
Indenture and the other Transaction Documents (as defined below). See "Description of the Class I Series 2021 Additional Notes ­ Existing
Collateral". In addition, to secure its obligations under the Class I Series 2021 Additional Notes, the Company, together with the relevant
parties thereto, will amend, on or before the Settlement Date, the cargo trust agreement governed by Argentine law, dated August 9, 2019,
entered into by the Company and the trustee thereto (as amended, the "Cargo Trust" and, together with the Tariffs Trust (as defined in the
"Description of Class I Series 2021 Additional Notes"), the "Trusts") in order to grant the holders of the Class I Series 2021 Additional Notes,
a security interest, subordinated to the rights of creditors under Existing Loans, Mandatory Capex Debt and New Money Debt in such Cargo
Trust, which underlying assets are (a) all rights, title and interest in, to and under each payment of the freight airp ort charges payable by the
users of such services in connection with all proceeds derived from export and import services carried out by Terminal de Cargas Arg entina
S.A. (a business unit of the Company), including but not limited to storage, handling, refrigerating and merchandise scanning services,
excluding the Specific Allocation of Revenues Percentage (the "Transferred Cargo Fees"), and (b) any residual rights the Comp any could be
entitled to receive as final beneficiary (fideicomisario) to and under (but none of its obligations under or relating to) the Concession Agreement
(as defined below), contracts and Applicable Laws (as defined below) in respect to the rights to receive payments in the event of termination,
expropriation or redemption of the Concession Agreement, including the right to receive and withhold payment pursuant thereto, which have
been transferred and assigned in trust to the Tariffs Trust (the "Transferred Residual Termination Rights")) (together a) and b) the "Original
Transferred Cargo Rights"); and, (c) as of the Settlement Date, the residual rights, as beneficiary or final beneficiary (fideicomisario), of the
Company under the Tariffs Trust exclusively relatively to the non-assigned portion of such assets (as specified in (b) above, part had already
been assigned to the Cargo Trust) (net of the amounts destined to fund the Series 2021 Offshore Reserve Account (as defined below)), if any
(the "Residual Tariff Trust Rights" and, together with the Original Transferred Cargo Rights, t he "Transferred Cargo Trust Rights"). Once the
Existing Notes not exchanged in the Exchange Offer are cancelled in full, the Company will amend and restate the Cargo Trust and the Tariffs
Trust, so that the Class I Series 2021 Additional Notes become secured by the Cargo Trust on a pro rata and pari passu basis with the existing
beneficiaries of the Cargo Trust, and these other beneficiaries become secured by the Tariffs Trust on a pro rata pari passu basis with the Class
I Series 2021 Additional Notes. See "Description of the Class I Series 2021 Additional Notes ­ Additional Collateral". In accordance with
section 30 of the Memorandum of Agreement (as defined below), the collateral assignment of revenue must be authorized by the ORSNA (as
defined below). The ORSNA authorized the collateral assignment of the Original Transferred Cargo Rights up to an amount equal to U.S.$120
million through Resolution No. 61/2019, 57/2020, 2/2021 and 03/2021 dated August 8, 2019, August 18, 2020, March 16, 2021 and June 17,
2021, respectively. It is expected that the ORSNA will approve, on or prior to the Settlement Date, the extension of the Tariffs Trust and of the
Cargo Trust to include the Class I Series Additional Notes as beneficiaries thereto (including their future ame ndment and restatement, once the
Existing Notes are cancelled in full), upon which approval the Class I Series 2021 Additional Notes will benefit from the Tariffs Trust and the
Cargo Trust in the terms and conditions described above. Furthermore, to the extent it becomes permitted by Foreign Exchange Regulations
and/or the Central Bank (each as defined below), the Company will establish the Series 2021 Offshore Reserve Account to secure the Class I
Series 2021 Additional Notes. See "Description of the Class I Series 2021 Additional Notes--Additional Collateral--Series 2021 Offshore
Reserve Account."
Simultaneously with the Exchange Offer, we are conducting the Solicitation to effect certain amendments and obtain certain waivers
(the "Proposed Amendments") to, and in connection with, the Existing Indenture. The Proposed Amendments will, among other things,
eliminate substantially all of the restrictive covenants and Events of Default and related provisions under the Existing Indenture with respect to
the Series 2020 Notes. In addition, by tendering Existing Notes (and delivering the related Proxies), an Eligible Holder waives its rights to a
publication of notice of a noteholders' meeting in a newspaper of general circulation in New York City as otherwise required under the Existin g
Indenture. We will comply with the requirements established in the Negotiable Obligations Law (as defined below) and any other applicable
Argentine regulations relating to the Holders' consents to the Proposed Amendments to the Existing Indenture. If we obtain the required Proxy
Documents, the Proposed Amendments will be approved at a Holders' Meeting (as defined below), to be held according to the procedures
detailed in this Exchange Offer Memorandum and reflected in the Existing Indenture. See "The Proposed Amendments to the Existing
Indenture."
Our acceptance of validly tendered Existing Notes and delivered Proxy Documents pursuant to the Exchange Offer and the Solicitation,
respectively, is subject to certain conditions, which include the ORSNA Approval Condition, the Existing Loans Condition and the Minimu m
Exchange Amount Condition (each as defined below). Subject to applicable law, the Issuer reserves the right to waive any and all conditions
to the Exchange Offer. There can be no assurance that such conditions will be satisfied, or if satisfied, that such satisfaction will not be delayed.
See "Description of the Exchange Offer and the Solicitation--Conditions to the Exchange Offer and the Solicitation."




Exchange
Total Exchange
Principal Amount
Principal
Consideration(3)(5)
Consideration(4) (5)
CUSIP/ISIN
Outstanding Pre-
(Principal Amount
Existing Notes
Numbers
Amortization
Amount
(Principal Amount of
of Class I Series
Outstanding
Factor
Class I Series 2021
2021 Additional
Additional Notes)
Notes)
CUSIP: 00786P AC8
(144A Global Note) /
6.875%
Senior
P0092M AE3
Secured Notes
(Regulation S Note)
U.S.$36.4
due
2027
ISIN:
U.S.$53.0 million
U.S.$900
U.S.$1,000
(Series
2017
US00786PAC86
million(1)
Notes)
(144A Global Note)
/USP0092MAE32
(Regulation S Note)
CUSIP: 00786P AD6
6.875%
(144A Global Note) /
Cash/9.375%
P0092MAF0
PIK Class I
(Regulation S Note)
U.S.$299.2
Senior Secured
ISIN:
U.S.$326.4 million
Notes due 2027
US00786PAD69
million(2)
U.S.$900
U.S.$1,000
(Series
2020
(144A Global Note)
Notes)
/USP0092MAF07
(Regulation S Note)


(1) T he Series 2017 Notes were originally issued on February 6, 2017 in an aggregate principal amount of U.S.$400,000,000 (the "Series 2017 Notes Original Principal Amount").
As a result of scheduled amortization and the exchange offer made by Aeropuertos Argentina 2000 in 2020, as of the date of this Exchange Offer Memorandum, U.S.$36.4
million aggregate principal amount of the Series 2017 Notes remain outstanding. As a result, the Applicable Amortization Factor for the Series 2017 Notes is 0.6875.
(2) T he Series 2020 Notes were originally issued on May 20, 2020 in an aggregate principal amount of U.S.$306,000,066 (the "Series 2020 Notes Original Principal Amount"
and, collectively with the Series 2017 Notes Original Principal Amount, the "Original Principal Amount"). As a result of scheduled amortization, as of the date of this
Exchange Offer Memorandum, U.S.$299.2 million aggregate principal amount of the Series 2020 Notes remain outstanding. As a result, the Applicable Amortization Factor
for the Series 2020 Notes is 0.91666.
(3) Principal amount of Class I Series 2021 Additional Notes per each U.S.$1,000 of Outstanding Principal Amount of Existing Notes validly tendered after the Early Participation
Deadline and on or before the Expiration Deadline. Does not include the applicable Accrued Interest (as defined below).
(4) Principal amount of Class I Series 2021 Additional Notes per each U.S.$1,000 of Outstanding Principal Amount of Existing Notes validly tendered (and not validly
withdrawn) on or before the Early Participation Deadline. Does not include the applicable Accrued Interest.
(5) T he amount of Class I Series 2021 Additional Notes to be issued under the Exchange Consideration and the Total Exchange Consideration shal be subject to the Applicable
Amortization Factor.


Upon the terms and subject to the conditions set forth in the Exchange Offer Documents, Eligible Holders who validly tender Existin g
Notes and deliver Proxy Documents, and do not validly withdraw such tenders or revoke the Proxies , on or prior to the Early Participation
Deadline and whose Existing Notes are accepted for exchange by us will receive the Total Exchange Consideration (as defined b elow).
Revocations of Proxies will be deemed a withdrawal of the tendered Existing Notes related to the Proxies so revoked and vice versa. Eligib le
Holders who validly tender Existing Notes and deliver their Proxy Documents after the Early Participation Deadline and before the Expiratio n
Deadline and whose Existing Notes are accepted for exchange by us will receive the Exchange Consideration (as defined below).

As of the date any Eligible Holder tenders its Existing Notes, the "Outstanding Principal Amount" of such Existing Notes will be the
Original Principal Amount of such Existing Notes multiplied by the Applicable Amortization Factor (as defined below) as of such date.

The total exchange consideration (the "Total Exchange Consideration") for each U.S.$1,000 Outstanding Principal Amount of Existin g
Notes is equal to U.S.$1,000 principal amount of Class I Series 2021 Additional Notes.

The exchange consideration (the "Exchange Consideration") for each U.S.$1,000 Outstand ing Principal Amount of Existing Notes is
equal to U.S.$900 principal amount of Class I Series 2021 Additional Notes.

The amortization factor for each series of Existing Notes is calculated to reflect our repayment of principal amounts under such
Existing Notes according to the amortization schedule for such Existing Notes. The amortization factor is determined in accordance with market
convention to convert from the Original Principal Amount of the Existing Notes to the Outstanding Principal Amount of t he Existing Notes
after each principal amortization payment date. The Applicable Amortization Factor for the Series 2017 Notes and the Series 2020 Notes is
0.6875 and 0.91666, respectively.




Eligible Holders whose Existing Notes are accepted for exchange will be paid accrued and unpaid interest on such Existing Notes
from, and including, the most recent date on which interest was paid on such Holder's Existing Notes to, but not including, t he Settlement Date
(the "Accrued Interest"), payable on the Settlement Date. Interest will cease to accrue on the Settlement Date for all Existing Notes accepted
for exchange in the Exchange Offer.

Eligible Holders who validly tender Existing Notes and deliver Proxy Documents, and whose Existing Notes are accepted for exchange
by us will be paid Accrued Interest, in cash, on the Settlement Date (subject to any tax withholdings applicable to Argentine Entity Offerees or
to Non-Cooperating Jurisdictions Offerees).

The Class I Series 2021 Additional Notes have not been and will not be registered under the Securities Act of 1933, as amended (the
"Securities Act"), any state securities laws or the securities laws of any other jurisdiction. The Class I Series 2021 Additional Notes may not
be offered or sold in the United States or to any "U.S. persons" (as defined in Rule 902 under the Securities Act) except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the Securities Act. For a description of certain restrictions on resale and
transfer of the Class I Series 2021 Additional Notes, see "Transfer Restrictions" and "Notice to Certain Non-U.S. Holders" in this Exchange
Offer Memorandum. The Class I Series 2021 Additional Notes are being offered for exchange only (1) to Holders of Existing Notes that are
reasonably believed to be "qualified institutional buyers" as defined in Rule 144A under the Securities Act ("QIBs"), in a private transaction
in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof; (2) outside the
United States, to Holders of Existing Notes who are not U.S. persons and who are not acquiring Class I Series 2021 Additional Notes for the
account or benefit of a U.S. person, in offshore transactions in compliance with Regulation S under the Securities Act, and who are no n-U.S.
qualified offerees (as defined under "Transfer Restrictions"), other than Argentine Entity Offerees (as defined in the Letter of Transmittal),
Non-Cooperating Jurisdiction Offerees (as defined in the Letter of Transmittal); (3) outside the United States, to Argentine Entity Offerees;
and (4) outside the United States, to Non-Cooperating Jurisdiction Offerees (as defined in the Letter of Transmittal). Only Holders who have
duly submitted an electronic Eligibility Letter (as defined below) certifying that they are within one of the categories described in the
immediately preceding sentence are authorized to receive and review this Exchange Offer Memorandum and to participate in the Exchange
Offer and the Solicitation (such Holders, "Eligible Holders").

The ability of certain Eligible Holders outside the United States to participate in the Exchange Offer will be subject to the delivery of
additional documentation to satisfy Argentine tax regulations. In particular, Argentine Entity Offerees and Non -Cooperating Jurisdiction
Offerees who participate in the Exchange Offer are required to complete, sign and submit to the Exchange and In formation Agent the Letter of
Transmittal in the form included in Appendix A to this Exchange Offer Memorandum. See "Taxation ­ Certain Argentine Tax Considerations."



None of the SEC, any U.S. state securities commission or the Argentine Securities Commission (the Comisión Nacional de
Valores, or the "CNV") has approved or disapproved of these securities or determined if this Exchange Offer Memorandum is accurate
or complete, except that the CNV has authorized the public offering of the Class I Series 2021 Additional Notes in Argentina under our
program for the issuance of notes (obligaciones negociables) for the amount of up to U.S.$1,500,000,000, which has been authorized by
the CNV pursuant to Resolution No. RESFC-2020-20686-APN-DIR#CNV, dated April 17, 2020 and Disposition No. DI-2021-36-
APNGE#CNV, dated July 11, 2021. Any representation to the contrary is a criminal offense.

Currently there is no public market for the Series 2021 Additional Notes. Application has been made for the Series 2021
Additional Notes to be listed on the Official List of the Luxembourg Stock Exchange (the "LuxSE") and to be admitted to trading on
the Euro MTF Market of the LuxSE (the "Euro MTF"). The Euro MTF is not a regulated market as defined by Article 4, paragraph
1, point 21 of the Markets in Financial Instruments Directive (Directive 2014/65/EU of the European Parliament and of the Council of
15 May 2014 (recast)).

You should consider the risk factors beginning on page 27 of this Exchange Offer Memorandum and the risk factors set forth
in Exhibit A to this Exchange Offer Memorandum before you decide whether to participate in the Exchange Offer and invest in the
Class I Series 2021 Additional Notes.

We intend to apply for the listing of the Class I Series 2021 Additional Notes on Bolsas y Mercados Argentinos S.A. (the "BYMA")
through the Buenos Aires Stock Exchange (Bolsa de Comercio de Buenos Aires) and the Mercado Abierto Electrónico S.A. ("MAE"). There
can be no assurance that these applications will be approved.

Joint Dealer Managers
Citigroup
Goldman Sachs
Santander


The date of this Exchange Offer Memorandum is 22 December 2021.



IMPORTANT DATES AND TIMES
Please take note of the following important dates and times in connection with the Exchange Offer and the
Solicitation.
Date
Calendar Date
Event
Commencement
of
the September 28, 2021.
The day the Exchange Offer and the
Exchange Offer and the
Solicitation is announced and this Exchange
Solicitation
Offer Memorandum is made available to
Eligible Holders.
Early Participation Deadline 5:00 p.m. (New York City time) The deadline for Eligible Holders to validly
on October 12, 2021, unless tender Existing Notes for exchange and
extended or earlier terminated by deliver Proxy Documents in order to be
Aeropuertos Argentina 2000 in its eligible to receive the Total Exchang e
sole discretion, in which case the Consideration.
term
"Early
Participation
Deadline" will mean the latest
date and time to which it is
extended.
Withdrawal Deadline
5:00 p.m. (New York City time) The deadline for Existing Notes validly
on October 12, 2021, unless tendered for exchange and Proxy Documents
extended or earlier terminated by validly delivered prior to the Early
Aeropuertos Argentina 2000 in its Participation
Deadline
to be validly
sole discretion, in which case the withdrawn and revoked, unless a later
term "Withdrawal Deadline" will deadline is required by law. Revocations of
mean the latest date and time to Proxies will be deemed a withdrawal of the
which it is extended.
tendered Existing Notes related to the Proxies
so revoked and vice versa. See "Description
of the Exchange Offer and the Solicitation--
Withdrawal of Tenders and Revocation of
Proxies."
At any time after the Withdrawal Deadline
and on or before the Expiration Deadline, if
the Issuer receives Proxy Documents of
Eligible Holders of more than 50% in
aggregate principal amount of the outstanding
Existing Notes, including more than 50% in
aggregate principal amount of the outstanding
Series 2020 Notes (the "Requisite Proxies"),
and once ratified by a meeting of the Holders
of the Existing Notes to be held in the City of
Buenos Aires or virtually according to CNV
General Resolution No. 830 (as may be
amended or replaced) if mandatory circulation
restrictions in Argentina are still in effect, in
accordance with the Negotiable Obligations
Law (as defined below), the Issuer and the
trustee under the Existing Indenture (the
"Trustee") may execute and deliver the
Indenture giving effect to the Proposed
Amendments that will be effective upon
execution but will only become operative
i




Date
Calendar Date
Event
upon consummation of the Exchange Offer on
the Settlement Date.
Unless the context indicates otherwise, all
references to a valid tender of Existing
Notes and delivery of Proxy Documents in
this Exchange Offer shall mean that such
Existing Notes and Proxy Documents have
been validly tendered or delivered, at or
prior to the Early Participation Deadline or
the Expiration Deadline, as applicable, and
such tender or delivery has not been validly
withdrawn or revoked at or prior to the
Withdrawal Deadline.
Registration Date
October 19, 2021 at 5:00 p.m. In order for the Trustee (or any other person
(City of Buenos Aires time, unless appointed by the Trustee, such as the
extended
by
Aeropuertos Trustee's Representative in Argentina or any
Argentina 2000 in its sole other attorneys-in-fact) to be entitled to attend
discretion).
and vote at the Holders' Meeting (and any
adjournment thereof) on such Eligib le
Holder's behalf, a Proxy Form granting the
Proxy Appointment (including the notice of
attendance to the meeting on the Eligib le
Holder's behalf) must be received by the
Company on or prior to the Registration Date.
See "The Proposed Amendments to the
Existing Indenture--The Holders' Meeting."
Expiration Deadline
11:59 p.m. (New York City time) The deadline for Eligible Holders to validly
on October 26, 2021, unless tender Existing Notes for exchange and
extended or terminated earlier by deliver Proxy Documents to be eligible to
Aeropuertos Argentina 2000 in its receive the Exchange Consideration.
sole discretion, in which case the
term "Expiration Deadline" will
mean the latest date and time to
which it is extended.
Holders' Meeting
October 27, 2021, at 11:00 a.m. If the Requisite Proxies are obtained, the
(City of Buenos Aires time).
Proposed Amendments will be approved and
ratified at a meeting of Holders (the "Holders'
Meeting") to be held at the offices of the
Issuer at Honduras 5663, C1414BNE, City of
Buenos Aires, Argentina at 11 a.m. (City of
Buenos Aires time) (10 a.m. New York City
time), or virtually according to CNV General
Resolution No. 830 (as may be amended or
replaced) if mandatory circulation restrictions
in Argentina are in effect on such date and
time. See "The Proposed Amendments to the
Existing Indenture.
Settlement Date
The "Settlement Date" will be The Class I Series 2021 Additional Notes will
promptly following the Expiratio n be issued, and any applicable cash amounts
ii




Date
Calendar Date
Event
Deadline and is expected to be the will be paid, in exchange for any Existin g
second business day after the Notes validly tendered for exchange in the
Expiration
Deadline.
The Exchange Offer and accepted by the Issuer, in
expected Settlement Date is the amount and manner described in this
October
28,
2021,
unless Exchange Offer Memorandum.
extended.
Issue Date of Class I Series October 28; 2021

2021 Additional Notes
Aggregate principal amount USD 208,949,631

of Class I Series 2021
Additional Notes issued on
Issue Date
Total amount of Existin g $13,060,000 aggregate original
Notes exchanged pursuant principal amount of Series 2017
to the Exchange Offer
Notes,
representing
approximately 24.61% of the total
original principal amount of the
Series 2017 Notes, and (ii) USD
218,151,768 aggregate original
principal amount of Series 2020
Notes,
representing
approximately 66.83% of the total
original principal amount of the
Series 2020 Notes.

The above times and dates are subject to the Issuer's right to extend, amend and/or terminate the
Exchange Offer (subject to applicable law and as provided in this Exchange Offer Memorandum). Eligible
Holders of Existing Notes are advised to check with any bank, securities broker or other intermediary throug h
which they hold Existing Notes as to when such intermediary would need to receive instructions from a
beneficial owner in order for that beneficial owner to be able to participate in, or withdraw their instruction to
participate in, the Exchange Offer on or before the deadlines specified in this Exchange Offer Memorandu m.
The deadlines set by any such intermediary and The Depository Trust Company ("DTC") for the submission
of tender instructions may be earlier than the relevant deadlines specified above.


iii




TABLE OF CONTENTS
Page
ABOUT THIS EXCHANGE OFFER MEMORANDUM ...................................................................................................... vi
FORWARD-LOOKING STATEMENTS...................................................................................................................................ix
WHERE YOU CAN FIND MORE INFORMATION ..............................................................................................................xi
INFORMATION INCORPORATED BY REFERENCE ........................................................................................................xi
NOTICES TO CERTAIN INVESTORS ...................................................................................................................................xiii
PRESENTATION OF FINANCIA L A ND OTHER INFORMATION............................................................................... xv
INDUSTRY AND OTHER DATA ............................................................................................................................................ xix
SUMMARY...................................................................................................................................................................................... 1
THE COMPANY............................................................................................................................................................................. 1
SUMMARY OF THE EXCHA NGE OFFER A ND THE SOLICITATION ...................................................................... 11
SUMMARY OF THE CLASS I SERIES 2021 A DDITIONAL NOTES ........................................................................... 19
RISK FA CTORS ........................................................................................................................................................................... 27
EXCHA NGE RATES INFORMATION AND EXCHANGE CONTROLS ...................................................................... 45
USE OF PROCEEDS.................................................................................................................................................................... 60
CAPITALIZATION ...................................................................................................................................................................... 61
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ............................................................................................................................................................... 62
MANAGEMENT........................................................................................................................................................................... 88
DESCRIPTION OF THE EXCHANGE OFFER A ND THE SOLICITATION ................................................................ 96
DESCRIPTION OF THE CLASS I SERIES 2021 ADDITIONA L NOTES .................................................................... 109
SUMMARY COMPARISON OF DIFFERENCES BETWEEN THE CURRENT TERMS OF EXISTING
NOTES A ND CLA SS I SERIES 2021 ADDITIONA L NOTES ........................................................................ 177
THE PROPOSED AMENDMENTS TO THE EXISTING INDENTURE....................................................................... 188
BOOK-ENTRY, DELIVERY A ND FORM ........................................................................................................................... 192
TRANSFER RESTRICTIONS ................................................................................................................................................. 196
NOTICE TO CERTA IN NON-U.S. HOLDERS ................................................................................................................... 201
CERTAIN TA X CONSIDERATIONS ................................................................................................................................... 208
CERTAIN CONSIDERATIONS FOR ERISA A ND OTHER U.S. EMPLOYEE BENEFIT PLA NS ....................... 228
INFORMATION RELATED TO THE DEA LER MANA GERS A ND OTHER A GENTS ......................................... 230
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LEGA L MATTERS .................................................................................................................................................................... 232
INDEPENDENT ACCOUNTA NTS........................................................................................................................................ 233
EXHIBIT A................................................................................................................................................................................... 234
APPENDIX A .............................................................................................................................................................................. 285
APPENDIX B............................................................................................................................................................................... 310
APPENDIX C............................................................................................................................................................................... 317
INDEX TO CONSOLIDATED FINANCIA L STATEMENTS
F-1

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ABOUT THIS EXCHANGE OFFER MEMORANDUM
In this Exchange Offer Memorandum, we use the terms "we," "us," "our," the "Company," the "Issuer" and
"Aeropuertos Argentina 2000" to refer to Aeropuertos Argentina 2000 S.A., together with its consolidated
subsidiaries, except where the context requires otherwise.
You should rely only on the information contained or incorporated by reference in this Exchange Offer
Memorandum. None of the Company, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC or Santander
Investment Securities Inc. (the "Dealer Managers") or Morrow Sodali Ltd. (the "Exchange Agent" and the
"Information Agent") has authorized anyone to provide you with different information. If anyone provides you
with different or inconsistent information, you should not rely on it. Neither we nor the Dealer Managers are
making an offer or sale of Class I Series 2021 Additional Notes in any jurisdiction where the offer or sale is not
permitted. You should assume that the information appearing in this Exchange Offer Memorandum and the
documents incorporated by reference are accurate only as of the date on the front cover of this Exchange Offer
Memorandum or the date of such incorporated documents, as the case may be. Our business, financial
condition, results of operations and prospects may have changed since those dates.
This Exchange Offer Memorandum does not constitute an offer or an invitation by, or on behalf of, us or by,
or on behalf of, the Dealer Managers, to participate in the Exchange Offer in any jurisdiction in which it is unlawful
to make such an offer or solicitation in such jurisdiction. The distribution of this Exchange Offer Memorandum and
the offering of the Class I Series 2021 Additional Notes in certain jurisdictions may be restricted by law. Persons into
whose possession this Exchange Offer Memorandum comes are required by us and the Dealer Managers to inform
themselves about and to observe any such restrictions . This Exchange Offer Memorandum may not be used for or in
connection with an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not
authorized or to any person to whom it is unlawful to make such offer or solicitation . See "Notice to Certain Non-
U.S. Holders."
Neither we nor the Dealer Managers are making any representations to any offeree of the Class I Series 2021
Additional Notes described herein regarding the legality of an investment therein by such offeree under applicable
legal investment or similar laws or regulations.
This Exchange Offer Memorandum is being provided for informational use solely in connection with the
consideration of the Exchange Offer and an investment in the Class I Series 2021 Additional Notes (i) to Holders of
Existing Notes that are reasonably believed to be QIBs in a private transaction in reliance u pon the exemption fro m
the registration requirements of the Securities Act provided by Section 4(a)(2) thereof and (ii) outside the United
States, to Holders of Existing Notes who are not "U.S. persons" (as defined in Rule 902 under the Securities Act) and
who are not acquiring Class I Series 2021 Additional Notes for the account or benefit of a U.S. person, in offshore
transactions in compliance with Regulation S under the Securities Act, and who are non -U.S. qualified offerees (as
defined under "Transfer Restrictions"). Its use for any other purpose is not authorized. Distribution of this Exchange
Offer Memorandum to any person other than the offeree and any person retained to advise such offeree with respect
to its participation in the Exchange Offer is unauthorized, and any disclosure of any of its contents is prohibited. Each
prospective participant in the Exchange Offer, by accepting delivery of this Exchange Offer Memorandum, agrees to
the foregoing and to make no copies or reproductions of this Exchange Offer Memorandum or any documents referred
to in this Exchange Offer Memorandum in whole or in part (other than publicly available documents).
In making an investment decision regarding the Class I Series 2021 Additional Notes, you must rely on your
own examination of us, the terms of the Exchange Offer and the terms of the Class I Series 2021 Additional Notes,
including the merits and risks involved. You should not consider any information in this Exchange Offer
Memorandum to be legal, business or tax advice. You should consult your own counsel, accountant and other advisors
as to legal, tax, business, financial and related aspects of participating in the Exchange Offer.
This Exchange Offer Memorandum contains summaries of certain documents which we believe are accurate, and it
incorporates certain documents and information by reference. We accept responsibility for the information contained
in this Exchange Offer Memorandum which to the best of our knowledge is in accordance with the facts and makes
no omission likely to affect its import. We refer you to the actual documents and information for a more complete
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