Obbligazione Telecomunicaciones Argentina S.A. 6.5% ( USP19157AR03 ) in USD

Emittente Telecomunicaciones Argentina S.A.
Prezzo di mercato 100 USD  ▼ 
Paese  Argentina
Codice isin  USP19157AR03 ( in USD )
Tasso d'interesse 6.5% per anno ( pagato 2 volte l'anno)
Scadenza 15/06/2021 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Telecom Argentina S.A USP19157AR03 in USD 6.5%, scaduta


Importo minimo 150 000 USD
Importo totale 500 000 000 USD
Cusip P19157AR0
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Descrizione dettagliata Telecom Argentina S.A. è una società di telecomunicazioni argentina che fornisce servizi di telefonia fissa e mobile, internet e televisione a pagamento.

The Obbligazione issued by Telecomunicaciones Argentina S.A. ( Argentina ) , in USD, with the ISIN code USP19157AR03, pays a coupon of 6.5% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 15/06/2021








Offering Memorandum



Cablevisión S.A.
U.S.$500,000,000
6.500% Notes due 2021
We issued U.S.$500,000,000 aggregate principal amount of our 6.500% notes due 2021, which we refer to as the "notes." The notes
will mature on June 15, 2021. Interest on the notes will be payable semi-annually in arrears on June 15 and December 15 of each year
commencing on December 15, 2016, calculated on the basis of a 360-day year of twelve 30-day months. At any time prior to June 15, 2019, we
may redeem the notes, at our option, in whole but not in part, at a redemption price equal to the principal amount of the notes to be redeemed,
plus a "make-whole" amount described in this offering memorandum, accrued and unpaid interest and additional amounts, if any, to the date of
redemption. At any time and from time to time on or after June 15, 2019, we may redeem the notes, at our option, in whole or in part at
redemption prices described in this offering memorandum, plus accrued and unpaid interest and additional amounts, if any, to the date of
redemption. We may also redeem all, but not less than all, of the notes in the event of changes in tax laws that increase the withholding taxes
applicable to payments under the notes. In addition, on or prior to June 15, 2019, we may redeem up to 35% of the notes with the net proceeds of
certain equity offerings. Under certain circumstances, holders of the notes will have the right to require us to repurchase the notes. See
"Description of the Notes."
The notes will be our general, unsecured and unsubordinated obligations, ranking equally without any preference among themselves
and with all of our other present and future unsecured and unsubordinated indebtedness from time to time outstanding, except as otherwise
provided by law. The notes will be subordinated to all of our existing and future secured obligations to the extent of the value of the assets
securing such obligations, and to all of the existing and future obligations of our subsidiaries.
The notes constitute non-convertible negotiable obligations under, and were issued pursuant to, and in compliance with all the
requirements of, and are entitled to the benefits set forth and subject to the procedural requirements established in, the Argentine Negotiable
Obligations Law No. 23,576, as amended (the "Negotiable Obligations Law"), Law No. 26,831 (the "Argentine Securities Law"), the General
Resolution No. 622/2013, as amended (the "Resolution 622"), issued by the Comisión Nacional de Valores, the Argentine Securities Commission
(the "CNV"), and any other applicable laws and regulations of the Republic of Argentina ("Argentina").
We have applied to have the notes listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro
MTF, the exchange-regulated market of the Luxembourg Stock Exchange (the "Euro MTF Market"), to have the notes listed on the Mercado de
Valores de Buenos Aires S.A. (the "MERVAL") through the Bolsa de Comercio de Buenos Aires (the Buenos Aires Stock Exchange or "BCBA")
and to have the notes admitted to trading on the Argentine over-the-counter market, the Mercado Abierto Electrónico S.A. (the "MAE"). There
can be no assurances that these applications will be accepted. This offering memorandum constitutes a prospectus for purposes of Part IV of the
Luxembourg law dated July 10, 2005 on prospectuses for securities, as amended.
Investing in the notes involves risks that are described in the "Risk Factors" section beginning on page 14.
Price: 100.000% plus accrued interest, if any, from June 15, 2016
The notes constitute our Series A notes issued under our U.S.$1,000,000,000 Medium Term Note Program authorized by the CNV by
Resolution No. 18,067 dated May 26, 2016 (the "Program"). The CNV authorization means only that the information requirements of the CNV
have been satisfied. Offers of the notes to the public in Argentina have been made by a prospectus and a pricing supplement in the Spanish
language in accordance with CNV regulations 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 (the "Argentine Offering
Memorandum"). The CNV has not rendered any opinion in respect of the accuracy of the information contained in the Argentine Offering
Memorandum or this offering memorandum.
The notes have not been registered under the United States Securities Act of 1933, as amended, (the "Securities Act"), or with
the securities regulatory authority of any state or other jurisdiction in the United States. The notes may not be offered or sold within the
United States 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 to non-U.S. persons in offshore transactions in reliance on
Regulation S under the Securities Act ("Regulation S"). You 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. Any offer or sale of bonds in any Member State of the
European Economic Area which has implemented Directive 2003/71/EC and amendments thereto, including Directive 2010/73/EU (the
"Prospectus Directive"), must be addressed to Qualified Investors (as defined in the Prospectus Directive). For further details about
eligible offerees and resale restrictions, see "Transfer Restrictions."
Delivery of the notes was made to investors in book-entry form through the facilities of The Depository Trust Company ("DTC"), for
the accounts of its direct and indirect participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear"), and
Clearstream Banking, société anonyme, Luxembourg ("Clearstream"), on June 15, 2016.







Joint Lead Managers and Bookrunners
Deutsche Bank Securities Itau BBA J.P. Morgan
The date of this offering memorandum is June 24, 2016.







TABLE OF CONTENTS
Notice to Investors ........................................................................................................................................................ ii
Available Information ................................................................................................................................................... ii
Notice to Prospective Investors in the United Kingdom .............................................................................................. iii
Notice to Prospective Investors in the EEA ................................................................................................................. iii
Forward-Looking Statements .......................................................................................................................................iv
Presentation of Financial and Other Information ........................................................................................................... v
Enforcement of Civil Liabilities ................................................................................................................................. vii
Summary........................................................................................................................................................................ 1
Summary Financial Information .................................................................................................................................... 7
Summary of the Offering ............................................................................................................................................. 10
Risk Factors ................................................................................................................................................................. 14
Use of Proceeds ........................................................................................................................................................... 32
Exchange Rate Information and Exchange Controls ................................................................................................... 33
Capitalization ............................................................................................................................................................... 37
Selected Financial and Operating Data ........................................................................................................................ 38
Management's Discussion and Analysis of Financial Condition and Results of Operations ...................................... 43
The Company .............................................................................................................................................................. 64
Regulatory Framework and Description of the Argentine Cable and Broadband Industries ....................................... 75
Management ................................................................................................................................................................ 87
Principal Shareholders and Related Party Transactions .............................................................................................. 95
Description of the Notes .............................................................................................................................................. 97
Taxation ..................................................................................................................................................................... 144
Plan of Distribution ................................................................................................................................................... 151
Transfer Restrictions .................................................................................................................................................. 160
Independent Accountants........................................................................................................................................... 162
General Information .................................................................................................................................................. 163
Validity of the Notes .................................................................................................................................................. 164

Index to Financial Statements ..................................................................................................................................... F-i

You should carefully review the entire offering memorandum before making an investment decision.
Neither we nor Deutsche Bank Securities Inc., Itau BBA USA Securities Inc. or J.P. Morgan Securities LLC,
referred to in this offering memorandum as the "initial purchasers," have authorized anyone to provide information
that is different or additional to the information contained in this offering memorandum. Neither we nor the initial
purchasers take responsibility for any other information that others may give you. If anyone provides you with
different or additional information, you should not rely on it. You should assume that the information in this offering
memorandum is accurate only as of the date on its front cover, regardless of the time it is delivered or of any sale of
the notes. Our business, financial condition, results of operations and prospects may change after the date on the
front cover of this offering memorandum.


i






NOTICE TO INVESTORS
This offering memorandum does not constitute an offer to sell, or a solicitation of an offer to buy, any note
offered hereby by any person in any jurisdiction in which it is unlawful for such person to make an offer, solicitation or
sale. Neither the delivery of this offering memorandum nor any sale made hereunder shall under any circumstances
imply that there has been no change in our affairs or that the information set forth in this offering memorandum is
correct at any date subsequent to the date of this offering memorandum.
We are relying on an exemption from registration under the Securities Act for offers and sales of securities in the
United States that do not involve a public offering. By purchasing the notes, you will be deemed to have made the
acknowledgements, representations, warranties and agreements described under the heading "Transfer Restrictions" in this
offering memorandum. You should understand that you may be required to bear the financial risks of your investment for an
indefinite period of time.
We have not authorized the use of this offering memorandum for any purpose other than for prospective investors to
consider a purchase of the notes.
Subject to applicable laws (in particular, the Argentine Securities Law and Resolution 622) and objective, transparent
and equitable conditions, we, as well as the initial purchasers and Banco Itaú Argentina S.A. (the "Lead Local Placement Agent")
and the Industrial and Commercial Bank of China (Argentina) S.A., (the "Local Co-Placement Agent," and together with the
Lead Local Placement Agent, the "Local Placement Agents"), reserve the right to reject any offer to purchase, in whole or in part,
or to sell less than all of the notes offered by this offering memorandum.
The Local Placement Agents are participating in the offering of notes only outside of the United States and to non-U.S.
persons in reliance upon Regulation S.
None of the initial purchasers or the Local Placement Agents make any representation or warranty, express or implied,
as to the accuracy or completeness of the information contained in this offering memorandum (financial, legal or otherwise) and
assume no responsibility for the accuracy or completeness of any such information. 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. We have
furnished the information contained in this offering memorandum.
This offering memorandum summarizes certain documents and other information and we refer you to them for a more
complete understanding of what we discuss in this offering memorandum. You should not consider any information in this
offering memorandum to be legal, business or tax advice. You should consult your own counsel, accountant, business advisor and
tax advisor for legal, financial, business and tax advice regarding any investment in the notes. In making an investment decision,
you must rely on your own examination of our company and the terms of the offering and the notes, including the merits and
risks involved. None of the U.S. Securities and Exchange Commission (the "SEC"), any U.S. state securities commission or the
CNV has approved or disapproved of these notes or determined if this offering memorandum is truthful, accurate, adequate or
complete. Any representation to the contrary may be a criminal offense.
After having made all reasonable inquiries, we confirm that we accept responsibility for the information we have
provided in this offering memorandum and assume responsibility for the correct reproduction of the information contained
herein. We, having taken all reasonable care to ensure that such is the case, confirm that the information contained in this offering
memorandum is, to the best of our knowledge, in accordance with the facts and contains no omission likely to make this offering
memorandum misleading.
In connection with the issue of the notes, the initial purchasers (or persons acting on their behalf) 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 their behalf) will undertake stabilization
action. Such stabilizing activities, if commenced, may be discontinued at any time and, if begun, must be brought to an end after
a limited period. Any stabilization activities will be undertaken in accordance with the Argentine Securities Law, the CNV
regulations and other applicable laws and regulations.
AVAILABLE INFORMATION
To preserve the exemption for resales and transfers under Rule 144A, we have agreed that we will promptly provide
any holder or any prospective purchaser of the notes who is designated by that holder and is a QIB, as defined under Rule 144A,
upon the request of such holder or prospective purchaser, with information meeting the requirements of Rule 144A(d)(4) if at the
ii



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.
Following completion of this offering, we are not otherwise obligated to furnish holders or others with any
supplemental information, discussion or analysis of our business or financial reports. We are required to periodically furnish
certain information in Spanish to the CNV, the BCBA and the MAE, such as quarterly and annual reports and notices of material
events (hechos relevantes). All such reports and notices are available at the website of the CNV (http://www.cnv.gob.ar), the
website of the BCBA (http://www.bolsar.com) and the website of the MAE (http://www.mae.com.ar). Neither the documents
filed with the CNV, the BCBA and the MAE nor the contents of the websites referenced herein are a part of this offering
memorandum and are not incorporated by reference herein.
You may obtain our annual audited consolidated financial statements and unaudited condensed consolidated interim
financial statements on the website of the CNV (www.cnv.gob.ar) under "Financial Information" (Información Financiera).
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM
This offering memorandum is for distribution only to and directed only at persons who (i) have professional experience
in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth
companies, unincorporated associations etc.") of the Financial Promotion Order, or (iii) are outside the United Kingdom (all such
persons together being referred to as "relevant persons"). This offering memorandum is directed only at relevant persons and
must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this
offering memorandum relates is available only to relevant persons and will be engaged in only with relevant persons.
NOTICE TO PROSPECTIVE INVESTORS IN THE EEA
This offering memorandum has been prepared on the basis that any offer of notes in any Member State of the European
Economic Area (each, a "Member State") will be made pursuant to an exemption under the Prospectus Directive from the
requirement to publish a prospectus for offers of notes. Accordingly any person making or intending to make an offer in that
Member State of notes which are the subject of the offering contemplated in this offering memorandum may only do so in
circumstances in which no obligation arises for the Issuer or any of the initial purchasers to publish a prospectus pursuant to
Article 3 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor the initial purchasers have
authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an obligation arises for the Issuer
or the initial purchasers to publish a prospectus for such offer. The expression "Prospectus Directive" means Directive
2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Member
State.
ABOUT THIS OFFERING MEMORANDUM
References in this offering memorandum to the "Company," "Cablevisión," "we," "us" and "our" are to Cablevisión
S.A. and its subsidiaries, including Primera Red Interactiva de Medios Argentinos S.A. ("Prima") and Nextel Communications
Argentina S.R.L. ("Nextel") (which became our subsidiary on January 27, 2016), unless the context requires otherwise.
References to "Teledigital" are to Holding Teledigital Cable S.A. and its subsidiaries. References to "Multicanal" are to
Multicanal S.A. References to "Adesol" are to Adesol S.A.
In this offering memorandum, references to "Pesos," "pesos" or "Ps." are to Argentine pesos, and references to "U.S.
Dollars," "dollars" or "U.S.$" are to U.S. dollars. A "billion" is a thousand million.
The information provided in this offering memorandum that relates to Argentina and its economy is based upon
publicly available information, and we do not make any representation or warranty with respect to such information. Argentina,
and any governmental agency or political subdivision thereof, does not in any way guarantee, and their credit does not otherwise
back, our obligations in respect of the notes.
Certain amounts shown in this offering memorandum are subject to rounding. Accordingly, figures shown as totals in
certain tables may not be an exact arithmetic aggregate of the other figures in such table.
iii



FORWARD-LOOKING STATEMENTS
This offering memorandum contains forward-looking statements. Words such as "believe," "anticipate,"
"plan," "expect," "intend," "target," "estimate," "project," "predict," "forecast," "guideline," "should" and similar
expressions are intended to identify forward-looking statements but are not the exclusive means of identifying them.
Examples of such forward-looking statements include expectations relating to:
· our plans to refinance existing debt (other than the debt being refinanced with the proceeds of this
offer);
· business, political or other conditions in Argentina and Uruguay, the countries in which we operate;
· our future performance or that of the Argentine and/or Uruguayan economies;
· fluctuations in the exchange rates between the Peso and foreign currencies;
· inflation rates in Argentina;
· the entry of new market participants and our ability to effectively compete and develop our business
in the future;
· changes in the behavioral patterns of customers with respect to the consumption of media and other
related services;
· unexpected or rapid changes in our business, including our ability to adapt to technological
developments;
· our ability to finance, on reasonable terms, capital expenditures required to remain competitive;
· our reliance on content produced by third parties;
· increasing costs of our supplies;
· changes in the regulatory environment in which we operate; and
· recent modifications to the Ley de Servicios de Comunicación Audiovisual No. 26,522 (the Law of
Audiovisual Communication Services, or the "Media Law") pursuant to Decree No. 267/2015, dated
December 29, 2015 (the "Decree 267"), the creation of the Ente Nacional de Comunicaciones
("Enacom") and the implementation of a new regulatory framework in Argentina.
Forward-looking statements involve inherent risks and uncertainties. We caution you that a number of
important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates
and intentions expressed in such forward-looking statements. For additional information on factors that could cause
our actual results to differ from expectations reflected in forward-looking statements, please see "Risk Factors" in
this offering memorandum.
Forward-looking statements speak only as of the date they are made. We do not undertake to update such
statements in light of new information or future developments. You should evaluate any statements made by us in
light of these important factors.

iv





PRESENTATION OF FINANCIAL AND OTHER INFORMATION
The financial information included herein is prepared and presented in accordance with the International
Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB"), as
approved by Technical Resolution No. 26 of the Federación Argentina de Consejos Profesionales de Ciencias
Económicas (the Argentine Federation of Professional Councils of Economic Sciences, or the "FACPCE"), as
amended by Technical Resolution No. 29 of the FACPCE, and the regulations issued by the CNV.
We maintain our financial books and records and publish our financial statements in Argentine Pesos. This
offering memorandum contains our audited consolidated financial statements as of and for the fiscal years ended
December 31, 2015, 2014 and 2013, which have been prepared in accordance with IFRS (the "Audited Consolidated
Financial Statements"), and our unaudited condensed consolidated financial statements as of and for the three
months ended March 31, 2016 and 2015, which have been subject to review by our independent accountants Price
Waterhouse & Co. S.R.L. (a member firm of the PricewaterhouseCoopers network) ("Price Waterhouse") (the
"Unaudited Condensed Consolidated Interim Financial Statements," and together with the Audited Consolidated
Financial Statements, the "Financial Statements").
Our independent accountants, Price Waterhouse & Co. S.R.L. issued an opinion on our Audited
Consolidated Financial Statements for the year ended December 31, 2015, 2014, 2013 that contains an emphasis of
matter paragraph describing the following factors that affected our activities and the activities of certain of our
subsidiaries as of December 31, 2015, 2014 and 2013: (i) the resolutions issued by various governmental authorities
and regulators with respect to the acquisition of the Company and other legal entities, which later resulted in our
merger with Multicanal and other companies; (ii) changes to the regulatory framework applicable to
telecommunication service providers, including us, which are expected to stem from the Argentine Digital Law
approved in 2014, the implementation of which remains uncertain as of December 31, 2015; (iii) the issuance of
Decree No. 267/2015, which introduced changes to the regulatory framework for the telecommunication and
audiovisual services, through which Enacom was created as regulator under Laws No. 26,522 and 27,078; (iv) the
resolution No. 50 issued by the SCI including the formula to calculate the monthly fees to be paid by cable
television subscribers, which effects are uncertain as of the date of issuance of said opinion; and (v) the enactment of
Law No. 19,307 in the Republic of Uruguay, which regulates the main activities of our subsidiary Adesol, which has
not yet been implemented as of the date of issuance of said such opinion) appearing herein.
With respect to our Unaudited Condensed Consolidated Interim Financial Statements as of March 31, 2016,
and for the three months ended March 31, 2016 and 2015 included in this offering memorandum, Price Waterhouse
& Co. S.R.L. reported that they have applied limited procedures in accordance with professional standards in
connection with their review of such information. Their separate report dated May 10, 2016, included in this
offering memorandum (which contains an emphasis of matter paragraph describing the following factors that
affected our activities and the activities of certain of our subsidiaries as of March 31, 2016: (i) the resolutions issued
by various governmental authorities and regulators with respect to the acquisition of the Company and other legal
entities, which later resulted in our merger with Multicanal and other companies and (ii) resolution No. 50 issued by
the SCI including the formula to calculate the monthly feed to be paid by cable television subscribers, which effects
are uncertain as of the date of issuance of said report) states that they did not audit and they do not express an
opinion on such unaudited interim financial information. Accordingly, the degree of reliance on their report should
be restricted in light of the limited nature of the review procedures applied.
In accordance with IFRS, the financial information set forth in this offering memorandum has not been
adjusted to reflect inflation. Inflation could therefore affect the comparability of the different periods presented
herein.
Certain figures included in this offering memorandum and in the Financial Statements have been rounded
for ease of presentation. Percentage figures included in this offering memorandum have in some cases been
calculated on the basis of such figures prior to rounding. For this reason, certain percentage amounts in this offering
memorandum may vary from those obtained by performing the same calculations using the figures in the Financial
Statements. Certain other amounts that appear in this offering memorandum may not sum due to rounding.

v





Exchange Rates
We have translated some of the Peso amounts contained in this offering memorandum into U.S. Dollars at
specified rates for convenience purposes only. Peso amounts for the year ended December 31, 2015 and for the
three months ended March 31, 2016 have been translated into U.S. Dollars at the exchange rate quoted by Banco de
la Nación Argentina ("Banco Nación") for wire transfers (divisas) on December 31, 2015 of Ps. 13.040 to
U.S.$1.00, and on March 31, 2016 of Ps. 14.700 to U.S.$1.00, respectively, except for Statement of Comprehensive
Income data. Statement of Comprehensive Income data for the year ended December 31, 2015 has been converted
at a rate of Ps. 9.270 per U.S.$1.00, the average rate of exchange for U.S. Dollars for the full year 2015, which
consists of the daily average of the U.S. Dollar exchange rates published by Banco Nación on each day during the
year ended December 31, 2015. Statement of Comprehensive Income data for the three months ended March 31,
2016 has been translated at a rate of Ps. 14.488 per U.S.$1.00, the average rate of exchange for U.S. Dollars for the
three months ended March 31, 2016 which consists of the daily average of the U.S. Dollar exchange rates published
by Banco Nación on each day during the three months ended March 31, 2016. The exchange rates and methods
used for currency translations in an SEC registered offering would differ, possibly materially, from the rates used in
this offering memorandum.
The Federal Reserve Bank of New York does not report a noon buying rate for Pesos. The U.S. Dollar
equivalent information presented in this offering memorandum is provided solely for the convenience of the reader
and should not be construed to represent that the Peso amounts in question have been, or could have been or could
be converted into, U.S. Dollars at such rates or at any other rate.
The exchange rate for U.S. Dollars quoted by the Banco Central de la República Argentina ("Central
Bank") on May 31, 2016 was Ps. 13.99 to U.S.$1.00. See "Exchange Rate Information and Exchange Controls."
Customer Data
The operational and statistical data set forth in this offering memorandum, including metrics such as
average revenue per user, or ARPU, penetration rates and churn rates are determined by management, are not part of
our Financial Statements (as defined below) and have not been audited or otherwise reviewed by an outside auditor,
consultant or expert or by any of the initial purchasers. For more information, see "Management's Discussion and
Analysis of Financial Condition and Results of Operations."
We define "clientes únicos," or active customer relationships, as customers that receive at least one of our
main services ­ cable services or broadband. As of March 31, 2016, 53% of our total customers received
broadband, 91% received cable services and 43% received both services.
We define "ARPU" as average monthly revenue per active customer (including revenue earned from cable
and broadband subscription fees, cable premium services, pay-per-view fees, installation fees, fixed telephony,
additional outlets and magazine revenues) for the indicated period, divided by the average of the opening and
closing active customer relationships, as applicable, for the period.
"Churn" refers to the termination of a customer's account. The churn rate is determined by calculating the
total number of disconnected customers over a given period as a percentage of the initial number of relevant
customers for the same period.
Third-Party Information
The information set forth in this offering memorandum with respect to the market environment, market
developments, growth rates, trends and competition in the markets and segments in which we operate are based on
information published by the Argentine federal and local governments through the Instituto Nacional de
Estadísiticas y Censos (the National Statistics and Census Institute, or "INDEC") and the Ministry of Public Works,
the Central Bank (defined below), the Dirección General de Estadística y Censos de la Ciudad de Buenos Aires
(General Directorate of Statistics and Census of the City of Buenos Aires) and the Dirección Provincial de
Estadística y Censos de la Provincia de San Luis (Provincial Directorate of Statistics and Census of the Province of

vi





San Luis), as well as on independent third-party data, statistical information and reports produced by unaffiliated
entities such as Dataxis, International Data Corporation ("IDC"), SNL Kagan Media-Communications ("Kagan")
and Pyramid Research Inc. ("Pyramid"), as well as on our own internal estimates.
Market studies are frequently based on information and assumptions that may not be exact or appropriate,
and their methodology is by nature forward looking and speculative. This offering memorandum also contain
estimates made by us based on third-party market data, which in turn is based on published market data or figures
from publicly available sources.
Neither we nor the initial purchasers have verified the figures, market data or other information on which
third parties have based their studies nor have such third parties verified the external sources on which such
estimates are based. Therefore neither we nor the initial purchasers guarantee nor do we or the initial purchasers
assume responsibility for the accuracy of the information from third-party studies presented in this offering
memorandum or for the accuracy of the information on which such estimates are based.
This offering memorandum also contains estimates of market data and information derived therefrom
which cannot be gathered from publications by market research institutions or any other independent sources. Such
information is based on our internal estimates. In many cases there is no publicly available information on such
market data, for example from industry associations, public authorities or other organizations and institutions. We
believe that these internal estimates of market data and information derived therefrom are helpful in order to give
investors a better understanding of the industry in which we operate as well as our position within this industry.
Although we believe that our internal market observations are reliable, our estimates are not reviewed or verified by
any external sources. We assume no responsibility for the accuracy of our estimates and the information derived
therefrom. These may deviate from estimates made by our competitors or future statistics provided by market
research institutes or other independent sources. We cannot assure you that our estimates or the assumptions are
accurate or correctly reflect the state and development of, or our position in, the industry.
ENFORCEMENT OF CIVIL LIABILITIES
We are a duly incorporated sociedad anónima organized under the laws of Argentina. Substantially all of
our assets are located in Argentina. All of our directors and executive officers reside in Argentina, and all or a
substantial portion of their assets are also located in Argentina or elsewhere 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.
We have been advised by our Argentine counsel, Errecondo, González & Funes, that there is doubt as to
whether the courts of Argentina would enforce in all respects, to the same extent and in as timely a manner as a U.S.
or other non-Argentine court, an original action predicated solely upon the civil liability provisions of the U.S.
federal securities laws or other non-Argentine securities laws; and that the enforceability in Argentine courts of
judgments of U.S. or other non-Argentine courts predicated upon the civil liability provisions of the U.S. federal
securities laws or other non-Argentine securities laws will be subject to compliance with certain requirements under
Argentine law, including that any such judgment does not violate Argentine public policy (orden público argentino).
Enforcement of foreign judgments would be recognized and enforced by the courts in Argentina provided
that the requirements of Argentine law 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
property 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.


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SUMMARY
This summary highlights selected information from this offering memorandum and is qualified in its
entirety by, and is subject to, the more detailed information and our Financial Statements appearing elsewhere in
this offering memorandum. You should read this entire offering memorandum carefully, including the risk factors
and Financial Statements contained herein, before making an investment decision.
Our Company
We are the largest operator of cable television services and data cable transmission systems in Argentina
and one of the largest providers of cable services in Latin America in terms of subscribers according to trade
publications Dataxis and IDC. As of March 31, 2016, we had 3.87 million "clientes únicos" or active customer
relationships, of which 53% received broadband services, 91% received cable services and 43% received both
services. As of March 31, 2016, we also had 0.9 million mobile post-paid customers. Our customer base grew by
6.3% during the last three years, while ARPU (in Pesos) increased by 99% (17.9% in US Dollars) during the same
period. We operate under the brands Cablevisión, Fibertel and FiberCorp.
We believe our cable networks are the most technologically advanced in Argentina and Uruguay. As of
March 31, 2016, our networks passed through approximately 7.8 million homes (homes are considered passed
through if we can connect them to our distribution system without further extending the transmission lines). In the
City of Buenos Aires, its suburban areas and the city of La Plata (the "AMBA Region"), we can deliver a two-way
bandwidth capacity of more than 750 MHz to approximately 75% of the homes passed through by our networks,
reaching approximately 5.8 million homes. Through these networks, we offer not only cable services and broadband
services but also additional revenue-generating services and products, such as premium services and pay-per-view,
as well as high-speed data transmission and Internet access using two-way high-speed cable modems. According to
the trade publications Dataxis and Kagan and our internal estimates, as of December 31, 2015, we served more than
39% of the Argentine pay television market and more than 29% of the Argentine Internet broadband paid
subscribers, in each case in terms of the number of subscribers.
In 2015, our revenues totaled Ps. 20,125 million, our adjusted EBITDA amounted to Ps. 7,295 million and
our total assets were Ps. 19,509 million. For the three months ended March 31, 2016, we had revenues, adjusted
EBITDA and total assets of Ps. 7,068 million, Ps. 2,778 million and Ps. 22,904 million, respectively. Total ARPU
amounted to Ps. 420.0 and Ps. 518.0 for 2015 and the three months ended March 31, 2016, respectively.
Grupo Clarín S.A. ("Grupo Clarín") and Fintech Media LLC ("Fintech") hold 34.4% and 14.3% of our
voting stock, respectively. Additionally, Grupo Clarín and Fintech each own a 50% interest in VLG Argentina LLC,
which, in turn, holds 51.3% of our voting stock. For more information, see "Principal Shareholders and Related
Party Transactions."
We operate in some of the most populated regions of Argentina and Uruguay, including; the City of
Buenos Aires and the provinces of Buenos Aires, Santa Fe, Entre Ríos, Córdoba, Corrientes, Formosa, Misiones,
Salta, Chaco, Neuquén and Río Negro, among others. See "The Company--Our Networks and Operating Regions."
The following map sets forth our network infrastructure and main coverage areas as of the date of this
offering memorandum.

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