Obligation TecPetro S.A. 4.875% ( USP90187AE86 ) en USD

TecPetro S.A.

100 % ▲

Argentine

USP90187AE86 ( en USD )

4.875% par an ( paiement semestriel )

11/12/2022 - Obligation échue

Prospectus brochure de l'obligation Tecpetrol S.A USP90187AE86 en USD 4.875%, échue

1 000 USD

500 000 000 USD

P90187AE8

N/A

Tecpetrol S.A. est une entreprise internationale d'énergie intégrée opérant dans l'exploration et la production de pétrole et de gaz, ainsi que dans les services énergétiques, principalement en Amérique latine.

L'Obligation émise par TecPetro S.A. ( Argentine ) , en USD, avec le code ISIN USP90187AE86, paye un coupon de 4.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 11/12/2022

OFFERING MEMORANDUM
TECPETROL S.A.
Irrevocably and Unconditionally Guaranteed by Tecpetrol Internacional, S.L.U.
U.S.$500,000,000
4.875% Notes due 2022
We, Tecpetrol S.A. (the "Company"), are offering U.S.$500,000,000 aggregate principal amount of our 4.875% notes due 2022 (the "Notes"). The principal of
the Notes will be payable on December 12, 2022. Interest on the Notes will accrue at a rate of 4.875% per year and will be payable semi-annually in arrears on June
12 and December 12 of each year, commencing on June 12, 2018.
We may, at our option, redeem the Notes, in whole or in part, at any time and from time to time prior to December 12, 2020, at a redemption price based on a
"make-whole" premium, plus accrued and unpaid interest. We may also redeem the Notes, in whole or in part at any time after December 12, 2020, at the prices set
forth elsewhere in this offering memorandum plus accrued and unpaid interest. At any time prior to December 12, 2020, we may redeem up to 35% of the original
principal amount of the Notes with the proceeds of certain equity offerings at a redemption price of 104.875% of the principal amount of the Notes, plus accrued and
unpaid interest. In addition, we may redeem the Notes, in whole but not in part, at a price equal to 100% of their outstanding principal amount plus accrued and unpaid
interest and any additional amounts upon the occurrence of certain changes in Argentine tax law.
The Notes will be irrevocably and unconditionally guaranteed on an unsecured and unsubordinated basis by our controlling shareholder Tecpetrol
Internacional, S.L.U. (the "Parent Guarantor"). We refer to the guarantee issued by the Parent Guarantor as the "Note Guarantee."
The Notes offered hereby and the related Note Guarantee, respectively, (i) will rank equally with all of the existing and future senior unsecured indebtedness
of the Company and the Parent Guarantor, (ii) will be effectively junior to all existing and future secured indebtedness of the Company and the Parent Guarantor to the
extent of the assets securing that indebtedness and (iii) will be structurally subordinated to the obligations of our subsidiaries.
Investing in the Notes involves risks. See "Risk Factors" commencing on page 39 of this offering memorandum for a discussion of certain risks that
you should consider in connection with an investment in the Notes.
Issue Price: 100.000%, plus accrued interest, if any, from December 12, 2017
The Notes and the related Note Guarantee have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act")
and may not be offered or sold within the U.S. or to U.S. persons, except to "qualified institutional buyers" ("QIBs") in reliance on the exemption from registration
provided by Rule 144A under the Securities Act ("Rule 144A") and in offshore transactions in reliance on Regulation S under the Securities Act ("Regulation S").
Prospective purchasers are hereby notified that sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by
Rule 144A. Because the Notes have not been registered, they are subject to the restrictions on resales and transfers described under "Transfer Restrictions" in this
offering memorandum.
This offering memorandum does not constitute, and may not be used for the purpose of, and offer or solicitation by anyone in any jurisdiction in which such
offer of solicitation is not authorized to any person to whom it is unlawful to make such offer or solicitation, and no action is being taken to permit an offering of the
Notes or the distribution of this offering memorandum in any jurisdiction where such action is required.
Any offer or sale of Notes in any member state of the European Economic Area which has implemented directive 2003/71/EC (as amended, the "Prospectus
Directive") must be addressed to Qualified Investors (as defined in the Prospectus Directive).
The Notes will constitute non-convertible notes (obligaciones negociables simples no convertibles en acciones) under the Argentine Negotiable Obligations
Law No. 23,576, as amended (the "Argentine Negotiable Obligations Law"), will rank pari passu in right of payment with all of our unsecured and unsubordinated
indebtedness, except as otherwise provided by law, will be issued and placed in accordance with such law, Capital Markets' Law No. 26,831 (the "Argentine Capital
Markets Law"), Decree No. 1023/2013 implementing the Argentine Capital Markets Law, as amended and supplemented the General Resolution No. 622/2013, as
amended and supplemented (the "CNV Rules"), issued by the Comisión Nacional de Valores, the Argentine Securities Commission (the Comisión Nacional de
Valores, or "CNV") and any other applicable law and/or regulation, and will have the benefits provided thereby and will be subject to the procedural requirements
therein set forth.
The notes will be offered in Argentina by means of an Argentine prospectus (the "Argentine Prospectus") and an Argentine pricing supplement (the "Pricing
Supplement") in the Spanish language, in accordance with CNV Rules containing substantially the same information as this offering memorandum, other than with
respect to the description of U.S. securities and tax laws that are relevant to the notes, but in a different format, implementing a program for the issuance of notes
thereunder, approved by our shareholders on May 15, 2017, and authorized by the CNV by Resolution No. RESFC-2017-18994-APN-DIR#CNV dated October 30,
2017 (the "Program"). The CNV authorization means only that the information requirements of the CNV have been satisfied. The CNV has not rendered any opinion
in respect of the accuracy of the information contained in the Argentine Prospectus, the Argentine Pricing Supplement or this offering memorandum.
There is currently no public market for the Notes. We have applied to have the Notes listed on the Official List of the Luxembourg Stock Exchange and
admitted for trading on the Euro MTF Market of such exchange. This offering memorandum constitutes a prospectus for purposes of Part IV of the Luxembourg law
on prospectus for securities dated July 10, 2005, as amended. We have applied to have the Notes listed on Bolsas y Mercados Argentinos S.A. ("BYMA"), through the
Bolsa de Comercio de Buenos Aires ("BASE") acting in accordance with the authority delegated by BYMA pursuant to Resolution No. 17,501 of the CNV. There can
be no assurance that these applications will be accepted.
Delivery of the Notes is expected to be made in book-entry form through the facilities of The Depository Trust Company ("DTC") and its direct and indirect
participants, including Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg"), on or about, December 12,
2017.
Joint Bookrunners
BBVA
Citigroup
J.P. Morgan
Santander
The date of this offering memorandum is December 12, 2017.

TABLE OF CONTENTS
Page
Page
Notice to Investors ................................................. 3
Management's Discussion and Analysis of
Available Information ............................................ 5
Financial Condition and Results of Operations
Enforcement of Civil Liabilities ............................. 6
The Parent Guarantor ...................................... 114
Forward-Looking Statements ................................. 8
Business of the Company ................................... 135
Presentation of Financial and Other Information ... 10
Business of the Parent Guarantor ........................ 162
Technical and Regulatory Terms .......................... 14
Regulatory Framework ....................................... 179
Summary ............................................................. 16
Management of the Company ............................. 191
The Offering ........................................................ 23
Management of the Parent Guarantor ................. 196
Summary Financial Data ...................................... 27
Principal Shareholders of the Company .............. 198
Risk Factors ......................................................... 39
Principal Shareholders of the Parent Guarantor ... 200
Use of Proceeds ................................................... 72
Description of the Notes ..................................... 201
Argentine Exchange Rates and Exchange
Book-Entry; Delivery and Form ......................... 250
Controls ............................................................ 73
Taxation ............................................................ 254
Capitalization ...................................................... 78
Plan of Distribution ............................................ 265
Selected Consolidated Financial Information ........ 79
Transfer Restrictions .......................................... 277
Management's Discussion and Analysis of
General Information ........................................... 279
Financial Condition and Results of Operations
Legal Matters ..................................................... 280
The Company.................................................... 91
Independent auditors .......................................... 281
Independent Experts ........................................... 282
Index to our Financial Statements ....................... F-1
2

NOTICE TO INVESTORS
Unless otherwise indicated or the context otherwise requires, all references in this offering memorandum
to "Tecpetrol," the "Issuer," "we," "our," "ours," "us" or similar terms refer to Tecpetrol S.A. together with
its subsidiaries and references to the "Parent Guarantor" are to the Parent Guarantor together with its
subsidiaries (including us).
This offering memorandum has been prepared by us solely for use in connection with the proposed
offering of the Notes described herein.
We reserve the right to reject any offer to purchase, in whole or in part, for any reason, or to sell less
than all of the Notes offered by this offering memorandum. BBVA Securities Inc., Citigroup Global Markets
Inc., J.P. Morgan Securities LLC and Santander Investment Securities Inc. (together, the "initial purchasers")
will act as initial purchasers with respect to the offering of the Notes. BBVA Banco Francés S.A. and Banco
Santander Río S.A. will act as local placement agents (the "Local Placement Agents") with respect to the
offering of the Notes in Argentina. This offering memorandum does not constitute an offer to any other
person or to the public in general to subscribe for or otherwise acquire the Notes. Distribution of this offering
memorandum by you to any person other than those persons retained to advise you is unauthorized, and any
disclosure of any of the contents of this offering memorandum without our prior written consent is prohibited.
The initial purchasers make no representation or warranty, express or implied, as to the accuracy or
completeness of the information contained in this offering memorandum. Nothing contained in this offering
memorandum is, or shall be relied upon as, a promise or representation by the initial purchasers as to the past,
the present or future. The Issuer and the Parent Guarantor have furnished the information contained in this
offering memorandum. The initial purchasers have not independently verified all of the information contained
herein (financial, legal or otherwise) and assume no responsibility for the accuracy or completeness of all
such information.
Neither we nor the initial purchasers have authorized anyone to provide you with any information other
than that contained in this offering memorandum. We take no responsibility for, and can provide no assurance
as to the reliability of, any information that others may provide you. You should assume that the information
in this offering memorandum is accurate only as of the date on the front cover of this offering memorandum,
regardless of time of delivery of this offering memorandum or any sale of the notes. Our and the Parent
Guarantor's business, financial condition, results of operations and prospects may change after the date on the
front cover of this offering memorandum.
Our board of directors hereby represents that, as of the date hereof, this offering memorandum contains
true, accurate and complete information regarding any material fact that may affect our financial condition
and results of operations as well as all other information that is required to be furnished to prospective
investors in respect of the Notes in accordance with applicable law and that there are no other facts the
omission of which would make this offering memorandum as a whole or any of such information or the
expression of any opinions or intentions expressed herein to be misleading. Prospective investors should not
assume that the information contained in this offering memorandum is accurate as of any date other than the
date on the front of this offering memorandum.
We are not, and the initial purchasers are not, making an offer to sell the Notes in any jurisdiction where
the offer is not permitted.
Neither the Securities Exchange Commission (the "SEC") nor any state securities commission has
approved or disapproved the Notes or passed upon or endorsed the merits of this offering or the accuracy or
adequacy of this offering memorandum. Any representation to the contrary is a criminal offense.
In making a decision to invest in the Notes, prospective investors must rely on their own examination of
our business and financial condition and the terms of the offering, including the merits and risks involved.
Prospective investors should not construe anything in this offering memorandum as legal, business or tax
advice. Each prospective investor should consult its own advisors as needed to make its investment decision
and to determine whether it is legally permitted to purchase the Notes under applicable legal investment or
similar laws or regulations. Investors should be aware that they may be required to bear the financial risks of
this investment for an indefinite period of time.
3

You must (i) comply with all applicable laws and regulations in force in any jurisdiction in connection
with the possession or distribution of this offering memorandum and the purchase, offer or sale of the Notes
and (ii) obtain any consent, approval or permission required to be obtained by you for the purchase, offer or
sale by you of the Notes under the laws and regulations applicable to you in force in any jurisdiction to which
you are subject or in which you make such purchases, offers or sales. Neither we nor the initial purchasers
shall have any responsibility therefor.
IN CONNECTION WITH THIS OFFERING, THE INITIAL PURCHASERS (OR PERSONS ACTING
ON BEHALF OF THE INITIAL PURCHASERS) MAY OVER-ALLOT NOTES OR EFFECT
TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A
LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO
ASSURANCE THAT THE INITIAL PURCHASERS (OR PERSONS ACTING ON BEHALF OF THE
INITIAL PURCHASERS) WILL UNDERTAKE STABILIZATION ACTIONS. ANY STABILIZATION
ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE
OF THE FINAL TERMS OF THE OFFER OF THE NOTES IS MADE AND, IF BEGUN, MAY BE
ENDED AT ANY TIME, BUT MUST END NO LATER THAN THE EARLIER OF 30 CALENDAR
DAYS AFTER WE RECEIVED THE PROCEEDS OF THE ISSUE AND 60 CALENDAR DAYS AFTER
THE DATE OF THE ALLOTMENT OF THE NOTES.
4

AVAILABLE INFORMATION
To permit compliance with Rule 144A under the Securities Act in connection with resale of Notes, we
will be required under the terms of the indenture under which the Notes are issued (the "Indenture"), upon the
request of a holder of Rule 144A Notes or Regulation S Notes, to furnish to such holder and any prospective
purchaser designated by such holder the information required to be delivered under Rule 144A(d)(4) under
the Securities Act if at the time of the request we are neither a reporting company under Section 13 or Section
15(d) of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor exempt from
reporting pursuant to Rule 12g3-2(b) under the Exchange Act.
The Indenture further requires that we furnish to the Trustee (as defined herein) all notices of meetings
of the holders of Notes and other reports and communications that are generally made available to holders of
the Notes. At our request, the Trustee will be required under the Indenture to mail these notices, reports and
communications received by it from us to all record holders of the Notes promptly upon receipt.
We will make available to the holders of the Notes, at the corporate trust office of the Trustee at no cost,
copies of the Indenture, the Note Guarantee and this offering memorandum.
We have applied to have the Notes listed on BYMA, through the BASE acting in accordance with the
authority delegated by BYMA pursuant to Resolution No. 17,501 of the CNV. The Argentine Prospectus and
Pricing Supplement filed with the CNV and BYMA in relation to this offering contain substantially the same
information as this offering memorandum, but in a different format, and other than with respect to
descriptions of U.S. securities and tax laws that are relevant to the Notes.
We have also applied to have the Notes listed on the Official List of the Luxembourg Stock Exchange
and admitted to trading on the Euro MTF Market of such exchange. In Luxembourg, this offering
memorandum will be distributed free of charge to anyone upon request.
5

ENFORCEMENT OF CIVIL LIABILITIES
We are a sociedad anónima organized and incorporated under the laws of Argentina. Substantially all of
our assets are located outside the United States and all of our directors, executive officers and controlling
persons reside outside of the United States, and certain of the experts named in this offering memorandum
also reside outside of the United States. As a result, it may not be possible for investors to effect service of
process within the United States upon such persons or to enforce against them or against us judgments
predicated upon the civil liability provisions of the federal securities laws of the United States or the laws of
other jurisdictions.
Enforcement of foreign judgments would be recognized and enforced by the courts in Argentina
provided that the requirements of Articles 517 through 519 of the Law No. 17,454 (Argentine National Code
of Civil and Commercial Procedure (if enforcement is sought before federal courts) are met, such as (i) the
judgment, which must be final in the jurisdiction where rendered, was issued by a court competent in
accordance with Argentine principles regarding international jurisdiction and resulted from a personal action,
or an in rem action with respect to personal property if such was transferred to Argentine territory during or
after the prosecution of the foreign action, (ii) the defendant against whom enforcement of the judgment is
sought was personally served with the summons and, in accordance with due process of law, was given an
opportunity to defend against such foreign action, (iii) the judgment must be valid in the jurisdiction where
rendered and its authenticity must be established in accordance with the requirements of Argentine law, (iv)
the judgment does not violate the principles of public policy of Argentine law and (v) the judgment is not
contrary to a prior or simultaneous judgment of an Argentine court.
The Parent Guarantor is a limited liability company (sociedad limitada unipersonal) organized under the
laws of the Kingdom of Spain, with tax ID number (Número de Identificación Fiscal) B84062686. Most of its
directors, officers and other executives are neither residents nor citizens of the United States. Furthermore,
most of its assets are located outside the United States. As a result, it may not be possible for investors to
effect service of process within the United States upon such persons or us, or to enforce against them or us,
judgments of U.S. courts predicated upon the civil liability provisions of U.S. federal or state securities laws.
A final judgment for the payment of money rendered by any federal or state court in the United States
based on civil liability, whether or not based on United States federal or state securities laws, may not be
automatically enforceable in Spain. A final and conclusive judgment obtained against the Parent Guarantor in
any U.S. Courts or any other appellate court in the United States, would be recognized and enforced by the
courts of Spain after having obtained the "exequatur," in accordance with article 523.2 of the Spanish Civil
Procedure Act (Ley 1/2000, de 7 de enero, de Enjuiciamiento Civil) and articles 41 to 55 of the Spanish
International Cooperation in Civil Matters Act (Ley 29/2015, de 30 de julio de cooperación jurídica
internacional en materia civil), both inclusive.
Such provisions set forth that any, in principle, final and conclusive judgment rendered outside Spain
may be enforced in Spain:
In accordance with the provisions of any applicable treaty (there being none currently in existence
between Spain and the United States for these purposes);
In the absence of any treaty, in those cases in which the relevant court from a foreign country which is
not a member bound by the provisions of the EU Regulation 1215/2012, if it meets the formal requirements
of (i) the relevant law from said foreign country and (ii) Spanish law, to be considered authentic, i.e., enacted
by an authorized court (in Spain it would be required, inter alia, that the judgement is duly legalized or
apostilled and translated into Spanish) and enforceable, and
If it does not fall within the circumstances set forth in article 46 of the Spanish International Cooperation
in Civil Matters Act, in particular:
·
that the judgement breaches Spanish public order (orden público);
·
that the judgement is not final (i.e., subject to further appeal) and therefore is not an enforceable
nature (fuerza ejecutiva) in the foreign jurisdiction;
6

·
that the judgement has been rendered by clearly breaching the rights of defense of any of the parties
(if a judgement has been rendered by default (en rebeldía) of the defendant it would be deemed to
breach his rights of defense if the defendant has not been regularly and timely notified to enable
him to defend himself properly);
·
that the subject matter in respect of which the judgement has been rendered falls within the
exclusive jurisdiction of the Spanish courts or, in any other matters, if the foreign court jurisdiction
does not have a reasonable connection with the dispute;
·
that the foreign judgement is incompatible with other Spanish judgements;
·
that the foreign judgement is incompatible with another country's judgement which meets the
requirements to be enforceable in Spain;
·
that there is an ongoing proceeding between the same parties and dealing with the same subject
which was opened before a Spanish court prior to the opening of the proceedings before the foreign
court; or
·
the company is subject to an insolvency proceeding in Spain and the foreign judgment does not
meet the requirements provided for in the Spanish Insolvency Act.
According to Article 3.2 of the Spanish International Cooperation in Civil Matters Act, the Spanish
Government may establish that the Spanish authorities will not cooperate with other country's authorities
when there has been a reiteration refusal of cooperation or a legal prohibition of providing cooperation by
such other country's authorities.
The United States and Spain are not party to any treaty providing for reciprocal recognition and
enforcement of judgments, other than arbitral awards rendered in civil and commercial matters. Accordingly,
any party wishing to have a U.S. ruling recognized or enforced in Spain, which would not directly be
recognized or enforced in Spain, must file an application seeking declaration of enforceability of the U.S.
resolution (exequatur) with the relevant Spanish Judge of First Instance (Juzgado de Primera Instancia) or
Commercial Court (Juzgado de lo Mercantil) for which purpose the abovementioned requirements must be
met.
The Spanish courts may express any such order in a currency other than euro in respect of the amount
due and payable by the Parent Guarantor, but in case of enforcement in Spain, the court costs and interest will
be paid in euros.
The enforcement of any judgments in Spain entails, among others, the following actions and costs: (a)
documents in a language other than Spanish must be accompanied by a sworn translation into Spanish and
apostilled; (b) certain professional fees are required for the verification of the legal authority of a party
litigating in Spain, if needed; (c) certain court fees must be paid and (d) the procedural acts of a party
litigating in Spain must be directed by an attorney-at-law and the party must be represented by a court agent
(procurador). In addition, Spanish civil proceedings rules cannot be amended by agreement of the parties and
will therefore prevail notwithstanding any provision to the contrary in the Notes.
7

FORWARD-LOOKING STATEMENTS
This offering memorandum contains forward-looking statements within the meaning of Section 27A of
the Securities Act and Section 21E of the Exchange Act. Words such as "believe", "anticipate", "may",
"will", "aim", "continue", "plan", "expect", "intend", "target", "estimate", "project", "predict", "forecast",
"should" and similar expressions are intended to identify forward-looking statements, but are not the
exclusive means of identifying these statements. We have based these forward-looking statements on our
current beliefs, expectations and projections about future events, financial trends, business strategy,
competitive position, business environment, potential growth, effects of regulations and competition, and
other circumstances affecting our business. Many important factors, in addition to those discussed in this
offering memorandum, could cause our or the Parent Guarantor's results to differ substantially from those
anticipated in our forward-looking statements, including:
·
local, regional and national business, economic, political, social, legal or other conditions in
Argentina and elsewhere in Latin America or changes in either developed or other emerging
markets;
·
inflation and interest rates fluctuations in the countries in which we and the Parent Guarantor
operate, in particular, Argentina, Peru and Ecuador;
·
government regulations in the countries in which we and the Parent Guarantor operate, in
particular, Argentina, Peru and Ecuador;
·
adverse legal or regulatory disputes or proceedings;
·
uncertainty regarding our reserve estimates and our and the Parent Guarantor's ability to discover
or acquire, develop and exploit new hydrocarbon reserves;
·
price for oil, gas, energy and other sources or means of power;
·
volatility in the markets where we and the Parent Guarantor operate;
·
exchange rate fluctuations, including a significant devaluation of the currencies of the countries in
which we and the Parent Guarantor operate, in particular, the Argentine peso;
·
exchange controls, restrictions on transfers abroad and restrictions on capital inflows and outflows;
·
the availability of financing on reasonable terms, including as a result of conditions in regional and
global markets;
·
changes in capital markets which may affect the policies or attitudes regarding the granting of loans
to or investment in Argentine companies;
·
our and the Parent Guarantor's relationship with governmental authorities;
·
the operational risks related to the drilling, exploration and production of oil and gas;
·
increases in the cost of funding or inability to obtain funding on acceptable terms;
·
our relationship with our and the Parent Guarantor's employees and their unions;
·
an increase in our and the Parent Guarantor's costs and expenses;
·
import and export activities;
·
liquidity, cash flow and uses of cash flow;
·
allocation of capital expenditures to exploration and production activities; and
·
the risk factors discussed under "Risk Factors."
Examples of these forward-looking statements include:
·
projections of capital expenditures, capital structure or other financial items or ratios;
8

·
statements of our and the Parent Guarantor's plans, objectives or goals, including those relating to
exploratory activities and renewable energy projects as well as trends, competition, regulation and
investments;
·
statements about our and the Parent Guarantor's future financial performance or economic
conditions in Argentina or the other countries in which we and the Parent Guarantor operate; and
·
statements of assumptions underlying these statements.
You should not place undue reliance on forward-looking statements, which are based on our current
expectations. Forward-looking statements are not guarantees of performance. They involve risks,
uncertainties and assumptions. Our and the Parent Guarantor's future results may differ materially from those
expressed in forward-looking statements. Many of the factors that will determine our performance are beyond
our ability to control or predict. All forward-looking statements and risk factors included in this offering
memorandum are made as of the date on the front cover of this offering memorandum, based on information
available to us and the Parent Guarantor as of such date, and neither we nor the Parent Guarantor assume any
obligation to update publicly or to revise any forward-looking statement or risk factor after we distribute this
offering memorandum because of new information, future events or other factors. In light of the risk and
uncertainties described above, the forward-looking events and circumstances discussed in this offering
memorandum might not occur, which could result in a material adverse effect on our financial performance.
9

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Financial Information
Our fiscal year ends on December 31 of each year. This offering memorandum includes information
extracted from our audited annual consolidated financial statements as of and for the years ended December
31, 2016 and 2015 (the "2016 Audited Annual Financial Statements"); and our consolidated financial
statements as of and for the years ended December 31, 2015 and 2014 (the "2015 Audited Annual Financial
Statements" and together with the 2016 Audited Annual Financial Statements, the "Audited Annual Financial
Statements"), and our unaudited interim consolidated condensed financial statements as of September 30,
2017 and for the nine-month periods ended September 30, 2017 and 2016, (the "Unaudited Interim Financial
Statements", and together with our Audited Annual Financial Statements, the "Financial Statements"). Our
Financial Statements are consolidated and reflect the financial information relating to our subsidiaries. Our
Financial Statements and other financial information included in this offering memorandum, unless otherwise
specified, are stated in pesos.
Our Audited Annual Financial Statements have been prepared in accordance with generally accepted
accounting principles in Argentina ("Argentine GAAP"). Our 2016 Audited Annual Financial Statements and
2015 Audited Annual Financial Statements have been audited by Price Waterhouse & Co. S.R.L. ("PwC"),
Buenos Aires, Argentina, a member firm of PricewaterhouseCoopers global network, independent
accountants, whose reports dated April 11, 2017 and June 3, 2016, respectively, are included in this offering
memorandum. Our Unaudited Interim Financial Statements have been prepared in accordance with
International Accounting Standard (IAS) 34 "Interim Financial Reporting", as issued by the International
Accounting Standards Board ("IASB"). The results for the nine-month period ended September 30, 2017 are
not necessarily indicative of results to be expected for the entire year ending December 31, 2017. We have
applied International Financial Reporting Standards ("IFRS"), as issued by the IASB for the first time for the
six-month period ended June 30, 2017, with a transition date of January 1, 2016.
The Parent Guarantor's fiscal year also ends on December 31 of each year. This offering memorandum
includes information of the Parent Guarantor's extracted from:
·
as it relates to 2016, the audited consolidated annual accounts as of December 31, 2016 and for the
year then ended (the "2016 Parent Guarantor's audited annual financial statements");
·
as it relates to 2015 and 2014, the audited consolidated annual accounts as of December 31, 2015
and for the year then ended (the "2015 Parent Guarantor's audited annual financial statements" and,
together with the 2016 Parent Guarantor's audited annual financial statements, the "Parent
Guarantor's Audited Annual Financial Statements"); and
·
as it relates to the nine-month periods ended September 30, 2017 and 2016, the unaudited
condensed consolidated interim financial statements as of September 30, 2017 and for the nine-
month period then ended (the "Parent Guarantor's Unaudited Interim Financial Statements", and
together with the Parent Guarantor's Audited Annual Financial Statements, the "Parent Guarantor's
Financial Statements").
The Parent Guarantor's Audited Annual Financial Statements have been prepared in accordance with
IFRS as adopted by the European Union ("IFRSEU"). The Parent Guarantor's Unaudited Interim Financial
Statements have been prepared in accordance with IAS 34 "Interim Financial Reporting."
The Parent Guarantor's Audited Annual Financial Statements have been audited by
PricewaterhouseCoopers Auditores, S.L., a member firm of PricewaterhouseCoopers global network,
independent auditors, whose reports dated May 31, 2017 and May 30, 2016, respectively, are also included in
this offering memorandum.
Currency Information
Unless otherwise specified, references to "U.S.$" and "U.S. dollars" are to United States dollars.
References to "Ps." and "pesos" are to Argentine pesos. References to "euro" are to the official currency of
the Eurozone. This offering memorandum contains translations of various peso and euro amounts into U.S.
dollars at specified rates solely for the convenience of the reader. You should not consider these translations
10