Bond YPFS 8.5% ( USP989MJBE04 ) in USD

Issuer YPFS
Market price refresh price now   100 %  ▲ 
Country  Argentina
ISIN code  USP989MJBE04 ( in USD )
Interest rate 8.5% per year ( payment 2 times a year)
Maturity 27/07/2025



Prospectus brochure of the bond YPF S.A USP989MJBE04 en USD 8.5%, maturity 27/07/2025


Minimal amount 1 000 USD
Total amount 1 500 000 000 USD
Cusip P989MJBE0
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Next Coupon 28/07/2025 ( In 43 days )
Detailed description YPF S.A. is Argentina's largest integrated oil and gas company, engaged in exploration, production, refining, transportation, and marketing of petroleum and petrochemical products.

The Bond issued by YPFS ( Argentina ) , in USD, with the ISIN code USP989MJBE04, pays a coupon of 8.5% per year.
The coupons are paid 2 times per year and the Bond maturity is 27/07/2025







PRICING SUPPLEMENT
(TO OFFERING MEMORANDUM DATED APRIL 22, 2015)
YPF Sociedad Anónima
(incorporated in the Republic of Argentina)
U.S.$1,500,000,000 8.50% Senior Notes due 2025
Principal Amount: U.S.$ 1,500,000,000
Issue Price: 99.097% of the principal amount
Interest Rate: 8.50% per annum
Issue Date: April 28, 2015
Specified Currency: U.S. dollars
Gross Proceeds to Company: U.S.$1,486,455,000
Principal Payment: Principal on the U.S.$1,500,000,000 8.50% Senior Notes due 2025 (the "Notes") will be payable on July 28, 2025. We may, at our
option, redeem part or all of the Notes at any time prior to their final maturity, at a price equal to 100% of the principal amount plus accrued and unpaid
interest plus the Applicable Redemption Premium (as defined herein). If we undergo a change of control, we may be required to make an offer to purchase
the Notes. In the event of certain developments affecting taxation, we may redeem all, but not less than all, of the Notes.
Interest Payment: Interest on the Notes will be payable semi-annually in arrears on January 28 and July 28 of each year, commencing on January 28, 2016.
Status and Ranking: The Notes will constitute obligaciones negociables simples no convertibles en acciones under Argentine law. The Notes will constitute
our unconditional and unsubordinated general obligations and will rank at least pari passu in priority of payment with all of our present and future
unsubordinated and unsecured obligations.
Listing: Application has been made to have the Notes listed on the Luxembourg Stock Exchange for trading on the Euro MTF market and listed on the
Mercado de Valores de Buenos Aires S.A. (the "MVBA"). There can be no assurance that these applications will be accepted. This Pricing Supplement and
the accompanying Offering Memorandum constitute a prospectus for the purpose of the Luxembourg law dated July 10, 2005 on Prospectuses for Securities,
as amended.
Minimum Denominations: U.S.$1,000 and integral multiples of U.S.$1,000 in excess thereof. Form: Global Notes (Rule 144A and Regulation S)
CUSIP Numbers:
Rule 144A: 984245 AL4
Regulation S: P989MJ BE0
ISIN Numbers:
Rule 144A: US984245AL47
Regulation S: USP989MJBE04
Common Codes:
Rule 144A: 122644898
Regulation S: 122645142
Settlement: The Depository Trust Company and its direct and indirect participants, including Euroclear S.A./N.V. and Clearstream Banking, société
anonyme.
This Pricing Supplement is supplementary to, and should be read together with, the accompanying Offering Memorandum (including our Annual Report on
Form 20-F for the year ended December 31, 2014, which attaches our Audited Consolidated Financial Statements as of December 31, 2014).
Investing in the Notes involves significant risks. See "Risk Factors" on page I-6 of the Offering
Memorandum and see "Item 3. Key Information--Risk Factors" in our Annual Report on Form 20-F
for the year ended December 31, 2014 included therein.
We have not registered, and will not register, the Notes under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws.
The Notes may be offered only in transactions that are exempt from registration under the Securities Act and the securities laws of other jurisdictions.
Accordingly, the Notes are being offered and sold only (1) in the United States to qualified institutional buyers, as defined in Rule 144A under the Securities
Act, and (2) outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act. For a description of certain restrictions on
resale and transfer of the Notes, see "Transfer Restrictions" in the Offering Memorandum and "Plan of Distribution" in this Pricing Supplement. The Notes
are being offered pursuant to an exemption from the requirement to publish a prospectus under Directive 2003/71/EC (as amended and supplemented from
time to time, the "Prospectus Directive"), of the European Union, and this Pricing Supplement has not been approved by a competent authority within the
meaning of the Prospectus Directive.
Joint Bookrunners and Joint Lead Managers
BofA Merrill Lynch
Credit Suisse
The date of this Pricing Supplement is May 21, 2015.


TABLE OF CONTENTS
Pricing Supplement
Page
Terms and Conditions of the Notes....................................................................................................................................
S-iv
Additional Terms and Conditions of the Notes .................................................................................................................
S-1
Recent Developments .........................................................................................................................................................
S-23
Risk Factors .......................................................................................................................................................................
S-42
Exchange Rates ..................................................................................................................................................................
S-43
Use of Proceeds ..................................................................................................................................................................
S-44
Capitalization .....................................................................................................................................................................
S-45
Plan of Distribution............................................................................................................................................................
S-46
Transfer Restrictions .........................................................................................................................................................
S-51
Listing and General Information.......................................................................................................................................
S-53
Offering Memorandum
Introduction to Offering Memorandum ............................................................................................................................
iii
Where You Can Find More Information...........................................................................................................................
iii
Cautionary Statement About Forward Looking Statements.............................................................................................
iv
Presentation of Financial Information...............................................................................................................................
iv
Anti-Money Laundering Regulations ................................................................................................................................
v
Exchange Rates ..................................................................................................................................................................
viii
Foreign Exchange Regulations ..........................................................................................................................................
ix
Part I: Information Relating To Our Global Medium Term Note Program
Summary of the Program ..................................................................................................................................................
I-2
Risk Factors .......................................................................................................................................................................
I-6
Use of Proceeds ..................................................................................................................................................................
I-9
Description of the Notes .....................................................................................................................................................
I-10
Clearing and Settlement.....................................................................................................................................................
I-35
Transfer Restrictions .........................................................................................................................................................
I-39
Taxation .............................................................................................................................................................................
I-41
Certain ERISA Considerations..........................................................................................................................................
I-53
Enforceability of Civil Liabilities.......................................................................................................................................
I-54
Plan of Distribution............................................................................................................................................................
I-55
Legal Matters .....................................................................................................................................................................
I-59
Part II: Additional Information Relating to YPF Sociedad Anónima
Annual Report on Form 20-F for the year ended December 31, 2014, filed with the SEC on March 30, 2015................
II-1
S-i


This Pricing Supplement relates to our U.S.$1.5 billion 8.50% Senior Notes due 2025, Series XXXIX (the
"Notes"), which are a series of notes to be issued under our Global Medium-Term Note Program in an aggregate
principal amount at any time outstanding not to exceed U.S.$8,000,000,000 or the equivalent amount in other
currencies (the "Program"). This Pricing Supplement is supplementary to, and should be read together with, the
accompanying Offering Memorandum (including our Annual Report on Form 20-F for the year ended December 31,
2014 ("2014 20-F"), which attaches our Audited Consolidated Financial Statements as of December 31, 2014). To
the extent that information contained in this Pricing Supplement is not consistent with the Offering Memorandum,
this Pricing Supplement will be deemed to supersede the Offering Memorandum with respect to the Notes. Unless
otherwise defined herein, capitalized terms used in this Pricing Supplement shall have the meanings given to them in
the Offering Memorandum. In this Pricing Supplement, we use the terms "YPF," the "Company," "we," "our" and
"us" to refer to YPF Sociedad Anónima and its controlled companies; "YPF Sociedad Anónima" and "YPF S.A."
refer to YPF Sociedad Anónima alone.
The creation of the Program was approved by resolution of our shareholders at a meeting held on January
8, 2008 and by resolution of our Board of Directors approved on February 6, 2008. The size of the Program was
recently increased to U.S.$8,000,000,000 by resolution of our shareholders at a meeting held on February 5, 2015
and by resolution of our Board of Directors dated February 26, 2015.
The issuance of the Notes was approved by our Board of Directors at meetings held on November 5, 2014,
December 16, 2014, March 27, 2015 and April 23, 2015.
The offering of the Notes was authorized by resolution of the C omisión N acionald e V alores (the
Argentinian National Securities Commission or the "CNV") dated April 22, 2015 and April 23, 2015. This
authorization means only that the applicable information requirements have been met. The CNV has not
rendered any opinion in respect of the accuracy of the information contained in this Pricing Supplement or
the Offering Memorandum. We are responsible for the information contained in this Pricing Supplement or
the Offering Memorandum. So far as we are aware and able to ascertain from such information, no facts
have been omitted which would render the reproduced information inaccurate or misleading. The
information in this Pricing Supplement or the Offering Memorandum is based on information provided by us
and other sources we believe to be reliable and is accurate only as of the date of this Pricing Supplement,
regardless of the time of delivery of this Pricing Supplement and the Offering Memorandum or when any sale
of the Notes occurs. This Pricing Supplement and the Offering Memorandum may be used only for the
purposes for which they have been published.
We are a stock corporation (sociedad anónima) incorporated under the laws of Argentina and the liability
of our shareholders is limited to their subscribed and paid-in capital under Law No. 19,550. Prospective purchasers
acknowledge and agree that neither our shareholders, nor our affiliates or subsidiaries, will be liable for any
obligation under the Notes.
We have not, and the initial purchasers have not, authorized anyone to provide you with any other
information, and we and the initial purchasers take no responsibility for any other information than anyone else may
provide you. We are not, and the initial purchasers are not, making an offer of these securities in any jurisdiction
where the offer is not permitted. You should not assume that the information contained in this Pricing Supplement
is accurate as of any date other than the date of this Pricing Supplement.
In making your decision whether to invest in the Notes, you must rely on your own examination of us and
the terms of the offering, including the merits and risks involved. You should not construe the contents of this
Pricing Supplement or the Offering Memorandum as legal, business, financial or tax advice. You should consult
your own advisors as needed to make your investment decision and to determine whether you are legally permitted
to purchase the securities under applicable legal investment or similar laws or regulations. You should be aware that
you may be required to bear the financial risks of an investment in the Notes for an indefinite period of time.
The Notes will constitute obligaciones negociables simples no convertibles en acciones under the
Argentine Negotiable Obligations Law No. 23,576, as amended by Argentine Law No. 23,962 (the "Negotiable
Obligations Law"), will be entitled to the benefits set forth therein and subject to the procedural requirements
established therein and in Law No. 26,831 and the applicable CNV resolutions.
S- ii


The offer of the Notes shall be conducted by means of an offering that qualifies as a public offering under
Argentine law and the regulations of the CNV. In order to comply with those regulations, the placement of the
Notes in Argentina will be done through a public auction (Subasta Pública) under the tender module of the SIOPEL
system (the "SIOPEL system") of the Mercado Abierto Electronico S.A. ("MAE"), in accordance with applicable
CNV tender rules See "Plan of Distribution­Argentina­Placement Efforts."
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 or
future. The initial purchasers assume no responsibility for the accuracy or completeness of any such information.
The initial purchasers participating in this offering may engage in transactions that stabilize, maintain or
otherwise affect the price of the Notes, including over-allotment, stabilizing and short-covering transactions in the
Notes, and the imposition of a penalty bid during and after this offering of the Notes. Such stabilization, if
commenced, may be discontinued at any time. For a description of these activities, see "Plan of Distribution".
The modifications or replacements of certain items in the accompanying Offering Memorandum included
in this Pricing Supplement do not affect respective rights of holders of other series of notes issued under the
Program.
S-iii


TERMS AND CONDITIONS OF THE NOTES
The following items describe the particular terms and conditions that relate to the Notes and should be
read together with the "Description of the Notes" in the Offering Memorandum, which sets forth certain material
terms of the Notes not set forth in this Pricing Supplement.
Issuer
YPF Sociedad Anónima.
Series No.
Series XXXIX under the Issuer's U.S.$8,000,000,000 Global Medium-
Term Note Program.
Title of the Notes
U.S.$1,500,000,000 8.50% Senior Notes due 2025.
The Notes are being offered as debt securities under a supplemental
indenture.
Principal Amount of the Notes
U.S.$1,500,000,000
Notes Issue Price
99.097% of the principal amount.
Notes Issue Date
April 28, 2015 (the "Issue Date").
Specified Currency of Settlement and
U.S. dollars or as otherwise described in "Use of Proceeds."
Payments
Stated Maturity
July 28, 2025
100.0%
Interest Rate
8.50% per annum.
Interest Payment Dates
Interest on the Notes will be payable semi-annually in arrears on
January 28 and July 28 of each year, commencing on January 28, 2016.
Regular Record Dates
The 15th calendar day preceding an Interest Payment Date.
Day Count Basis
360-day year consisting of twelve 30-day months.
Indenture
The Indenture dated October 3, 2013, among us, U.S. Bank National
Association and First Trust of New York, N.A, Permanent Representation
Office in Argentina (the "Base Indenture") as amended and supplemented
from time to time and as further supplemented by the Sixth Supplemental
Indenture dated April 28, 2015 (the Base Indenture as supplemented by
the Sixth Supplemental Indenture, the "Indenture").
Status and Ranking
The Notes will constitute obligaciones negociables simples no
convertibles en acciones under Argentine law. The Notes will constitute
our unconditional and unsubordinated general obligations and will rank at
least pari passu in priority of payment with all of our present and future
unsubordinated and unsecured obligations.
Redemption for Taxation Reasons
We may redeem the Notes, in whole but not in part, at a price equal to
100% of the principal amount plus accrued and unpaid interest and any
S-iv


Additional Amounts (as defined in the Offering Memorandum) upon the
occurrence of specified Argentine tax events. See "Description of the
Notes--Redemption and Repurchase--Redemption for taxation reasons"
in the accompanying Offering Memorandum.
Optional Redemption
At any time prior to maturity, we may at our option, redeem the Notes, in
whole or in part, at a price equal to 100% of the principal amount plus
accrued and unpaid interest, if any, to the date of redemption, plus the
Applicable Redemption Premium. See "Additional Terms and Conditions
to the Notes--Optional Redemption" below.
Change of Control Offer
Upon the occurrence of a Change of Control, as defined below, each
holder of Notes will have the right to require us to redeem all or a portion
of such holder's Notes at a redemption price equal to 101% of the
outstanding principal amount thereof plus accrued and unpaid interest
thereon, if any, to the date of purchase. See "Additional Terms and
Conditions to the Notes--Change of Control Offer" below.
Covenants
The Indenture will, among other things, limit our ability and the ability of
our subsidiaries to:

incur additional indebtedness and guarantee indebtedness;

pay dividends or make other distributions or repurchase or redeem our
capital stock;

prepay, redeem or repurchase certain debt;

make loans and investments;

sell, transfer or otherwise dispose of assets;

incur or permit to exist certain liens;

enter into transactions with affiliates; and

consolidate, amalgamate, merge or sell all or substantially all of our
assets.
These covenants will be subject to a number of important exceptions and
qualifications. See "Additional Terms and Conditions to the Notes"
below.
Events of Default
Upon the occurrence of an event of default, the Notes may, and in certain
cases shall, become immediately due and payable. See "Description of the
Notes--Events of Default" in the accompanying Offering Memorandum.
Withholding Taxes; Additional
We will make our payments in respect of Notes without withholding or
Amounts
deduction for any Taxes imposed by Argentina, or any political
subdivision or any taxing authority thereof. In the event that such
withholdings or deductions are required by law, we will, subject to certain
S-v


exceptions, pay such Additional Amounts (as defined in the Offering
Memorandum) as are necessary to ensure that the holders receive the same
amount as the holders would otherwise have received in respect of
payments on the Notes in the absence of such withholdings or deductions.
Additional Notes
In the future, we may issue additional Notes from time to time and without
notice to or the consent of holders of the Notes; provided that such
additional Notes have the same terms and conditions in all respects as the
Notes described herein (except for the Issue Date, the Issue Price and the
first Interest Payment Date); provided, that additional notes will not bear
the same CUSIP number as the Notes, unless such additional notes are
part of the same "issue" or issued in a "qualified reopening" for U.S.
federal income tax purposes or such additional notes and the Notes are
issued with no more than a de minimis amount of original issue discount
for U.S. federal income tax purposes. In that case, any such additional
Notes will constitute a single series and will be fully fungible with the
Notes offered hereby.
Use of Proceeds
We will use the net proceeds from the sale of the Notes in accordance with
the requirements established by Article 36 of the Negotiable Obligations
Law, for the purposes set forth in "Use of Proceeds."
Transfer Restrictions
We have not registered, and will not register, the Notes under the
Securities Act, and the Notes may not be transferred except in compliance
with the transfer restrictions set forth in "Transfer Restrictions" in the
accompanying Offering Memorandum and this Pricing Supplement and
"Plan of Distribution" in this Pricing Supplement.
Form and Denomination of the Notes
Notes will be represented by one or more Global Notes without interest
coupons, registered in the name of The Depository Trust Company
("DTC") or its nominee. The Notes will be issued in minimum
denominations of U.S.$1,000 and integral multiples of U.S.$1,000 in
excess thereof.
International Rating
The Notes are expected to be rated "Caa1" by Moody's and "CCC" by
Fitch. A security rating is not a recommendation to buy, sell or hold
securities and may be subject to revision or withdrawal at any time by the
assigning Rating Agency without notice.
Listing and Trading
The Notes are a new issue and there is no current trading market for the
Notes. Application has been made to have the Notes listed on the
Luxembourg Stock Exchange for trading on the Euro MTF market and
listed on the MVBA. The initial purchasers are not obligated to make a
market in the Notes, and any market making with respect to the Notes may
be discontinued without notice. Accordingly, there can be no assurance as
to the maintenance or liquidity of any market for the Notes.
Settlement
The Notes will be delivered in book-entry form through the facilities of
DTC and its direct and indirect participants, including Euroclear
S.A./N.V., Clearstream Banking, société anonyme and Caja de Valores
S.A.
S-vi


CUSIP Number
Rule 144A: 984245 AL4
Reg S: P989MJ BE0
ISIN Number
Rule 144A: US984245AL47
Reg S: US989MJBE04
Governing Law
New York State law; provided that all matters relating to the due
authorization, execution, issuance and delivery of the Notes by us, and
matters relating to the legal requirements necessary in order for the Notes
to qualify as obligaciones negociables under Argentine law, will be
governed by the Negotiable Obligations Law together with Argentine
Business Companies Law No. 19,550, as amended and other applicable
Argentine laws and regulations.
Trustee, Co-Registrar, Principal
U.S. Bank National Association
Paying Agent and Transfer Agent
Registrar, Paying Agent and Transfer
Banco Santander Río S.A.
Agent
Representative of the Trustee in
First Trust of New York N.A., Permanent Representation Office in
Argentina
Argentina
Luxembourg Listing Agent, Paying
Banque Internationale à Luxembourg S.A.
Agent and Transfer Agent
Risk Factors
See "Risk Factors" on page I-6 of the Offering Memorandum and see
"Item 3. Key Information--Risk Factors" in the 2014 20-F included
herein for a discussion of certain risks that you should consider prior to
making an investment in the Notes.
S-vii


ADDITIONAL TERMS AND CONDITIONS OF THE NOTES
The following is a description of certain additional terms and conditions of the Notes. This description
supplements, and should be read in conjunction with, the description of the terms and conditions of notes described
under "Description of the Notes" set forth in the accompanying Offering Memorandum. See "Description of the
Notes" beginning on page I-9 of the accompanying Offering Memorandum. All references, to "we," "us," "our"
and "our company" set forth in the "Description of the Notes" in the accompanying Offering Memorandum shall
mean YPF Sociedad Anónima, unless the context suggests otherwise. The terms and conditions of the Notes differ
from the general description of the terms and conditions of the notes described in the accompanying Offering
Memorandum. To the extent that the following description of additional terms and conditions of the Notes is
inconsistent with that set forth in the accompanying Offering Memorandum, the following description supersedes
that in the accompanying Offering Memorandum.
Optional Redemption
At any time prior to maturity, the issuer, YPF Sociedad Anónima or "YPF", may at its option redeem the
Notes, in whole, or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed
plus the Applicable Redemption Premium as of, and accrued and unpaid interest, if any, to (but not including) the
redemption date.
YPF will give not less than 30 days' nor more than 60 days' notice of any redemption. See "Description of
the Notes--Notices" in the accompanying Offering Memorandum. Notes called for redemption will become due on
the date fixed for redemption. YPF will pay the redemption price for the Notes together with accrued and unpaid
interest thereon, and Additional Amounts, if any, to the date of redemption. On and after the redemption date,
interest will cease to accrue on the Notes as long as the YPF has deposited with the Paying Agents funds in
satisfaction of the applicable redemption price plus accrued and unpaid interest, if any, pursuant to the Indenture.
Upon redemption of the Notes by YPF, the redeemed Notes will be cancelled. If less than all of the Notes are to be
redeemed, the Notes to be redeemed shall be selected pro-rata, by lot or in accordance with DTC's procedure.
"Adjusted Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the
semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such
redemption date.
"Applicable Redemption Premium" means, with respect to a Note at any redemption date, the excess, if
any, of (A) the sum of the present values at such redemption date of the remaining scheduled payments of principal
and interest on the Notes (exclusive of interest accrued to the date of redemption) discounted to the redemption date
for the Notes on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
Treasury Rate plus 50 basis points, together with accrued and unpaid interest, if any, over (B) 100% of the principal
amount of the Notes.
Change of Control Offer
If a Change of Control occurs, YPF will make an offer to purchase all of the Notes (a "Change of Control
Offer") (in integral multiples of U.S.$1,000, provided that the principal amount of such Holder's Note will not be
less than U.S.$1,000) at a purchase price in cash equal to 101% of the principal amount of the Notes plus accrued
and unpaid interest, if any, to the date of purchase (a "Change of Control Payment").
"Change of Control" shall mean any circumstance under which any Person, individually or collectively,
other than the Permitted Holders has the power (whether by ownership of the capital stock of YPF, contract or
otherwise) to control YPF's management or its policies.
YPF will give a notice of such Change of Control Offer to the Trustee within 30 days following any
Change of Control, for further distribution to each holder of Notes no later than 15 days following the Trustee's
receipt thereof, stating:
S-1


(a)
that a Change of Control Offer is being made and that all Notes properly tendered pursuant to such Change
of Control Offer will be accepted for purchase by YPF at a purchase price in cash equal to 101% of the
principal amount of such Notes plus accrued and unpaid interest, if any, to the date of purchase;
(b)
the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is
given) (the "Change of Control Payment Date"); and
(c)
the procedures determined by YPF, consistent with the Indenture, that a holder of Notes must follow in
order to have its Notes repurchased.
On the Business Day immediately preceding the Change of Control Payment Date, YPF will, to the extent
lawful, deposit with the Paying Agents an amount equal to the Change of Control Payment in respect of all Notes or
portions of Notes so tendered.
On the Change of Control Payment Date, YPF will, to the extent lawful:
(a)
accept for payment all Notes or portions of Notes (of U.S.$1,000 or integral multiples of U.S.$1,000 in
excess thereof) properly tendered and not withdrawn pursuant to the Change of Control Offer; and
(b)
deliver or cause to be delivered to the Trustee for cancellation the Notes so accepted together with an
officers' certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by
YPF in accordance with the terms of this covenant.
If only a portion of a Note is purchased pursuant to a Change of Control Offer, a new Note in a principal
amount equal to the portion thereof not purchased will be issued in the name of the Holder thereof upon cancellation
of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note will be
made, as appropriate).
YPF will not be required to make a Change of Control Offer upon a Change of Control if a third party
makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements
set forth in the Indenture applicable to a Change of Control Offer made by YPF and purchases all Notes validly
tendered and not withdrawn under such Change of Control Offer.
If a Change of Control Offer occurs, there can be no assurance that YPF will have available funds sufficient
to make the Change of Control Payment for all the Notes that might be delivered by holders seeking to accept the
Change of Control Offer. In the event that YPF is required to purchase outstanding Notes pursuant to a Change of
Control Offer, YPF may seek third­party financing to the extent YPF does not have available funds to meet its
purchase obligations and any other obligations it may have. There can be no assurance, however, that YPF will be
able to obtain necessary financing or that such third-party financing will be permitted under the terms of the
Indenture and its other indebtedness.
Other existing and future indebtedness of YPF may contain prohibitions on the occurrence of events that
would constitute a Change of Control or require that Indebtedness be purchased upon a Change of Control.
Moreover, the exercise by the Holders of their right to require YPF to repurchase the Notes upon a Change
of Control may cause a default under such Indebtedness even if the Change of Control itself does not.
YPF will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act of
1934 (the "Exchange Act") and any other securities laws or regulations in connection with the repurchase of Notes
pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations
conflict with provisions of the Indenture, YPF will comply with the applicable securities laws and regulations and
will not be deemed to have breached its obligations described in the Indenture by virtue of doing so.
"Permitted Holders" means, any of (i) the holders of class D shares of YPF subject to expropriation in
accordance with the Expropriation Law, (ii) the Republic of Argentina, provided that it holds no less than the
S-2


Document Outline