Obbligazione Pampa Energía S.A. 7.375% ( USP7873PAE62 ) in USD

Emittente Pampa Energía S.A.
Prezzo di mercato 100 USD  ▲ 
Paese  Argentina
Codice isin  USP7873PAE62 ( in USD )
Tasso d'interesse 7.375% per anno ( pagato 2 volte l'anno)
Scadenza 20/07/2023 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Pampa Energia S.A USP7873PAE62 in USD 7.375%, scaduta


Importo minimo 100 000 USD
Importo totale 491 347 000 USD
Cusip P7873PAE6
Standard & Poor's ( S&P ) rating CCC+ ( Substantial risks )
Moody's rating N/A
Descrizione dettagliata Pampa Energía S.A. è una società argentina operante nel settore dell'energia, impegnata nella generazione, trasmissione e distribuzione di elettricità e nella produzione e commercializzazione di gas naturale.

L'obbligazione Pampa Energia S.A. (ISIN: USP7873PAE62, CUSIP: P7873PAE6), emessa in Argentina per un ammontare totale di 491.347.000 USD, con cedola del 7,375% e scadenza il 20/07/2023, è giunta a scadenza ed è stata rimborsata al 100% del valore nominale, con rating S&P CCC+.







OFFERING MEMORANDUM

U.S.$500,000,000

Petrobras Argentina S.A.
7.375% Notes due 2023
We are offering U.S.$500,000,000 aggregate principal amount of our 7.375% notes due 2023, which we refer to as the "notes." The notes will mature on
July 21, 2023. Interest on the notes will be payable semi-annually in arrears on January 21 and July 21 of each year commencing on January 21, 2017, calculated on
the basis of a 360-day year of twelve 30-day months.
At any time prior to July 21, 2020, 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 (as defined in this offering memorandum). At any time on
and after July 21, 2020, we may redeem the notes, at our option, in whole at any time or in part from time to time, 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 the notes, in whole but not in part
upon the occurrence of specified Argentine tax events. 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.
We have launched a cash tender offer (the "Tender Offer") for any and all of our U.S.$300,000,000 aggregate principal amount of 5.875% series S notes
due 2017 (the "Series S Notes") validly tendered and accepted by us on or before August 2, 2016. We intend to use the net proceeds from this offering to repurchase
any and all of our Series S Notes validly tendered (and not validly withdrawn) in the Tender Offer and redeem any Series S Notes remaining outstanding after
completion of the Tender Offer, and for one or more of the following: (i) working capital in Argentina, (ii) investments in tangible assets located in Argentina and
(iii) capital contributions in controlled or related corporations, provided that such contributions are used for the purposes of (i) or (ii) above. The Tender Offer is not
being made pursuant to this offering memorandum. The settlement of the Tender Offer is contingent upon the closing of this offering. This offering of notes,
however, is not conditioned on the consummation of the Tender Offer.
The notes will constitute non-convertible negotiable obligations under, and will be issued pursuant to, and in compliance with all the requirements of, and
will be 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").
On May 13, 2016, Petrobras International Braspetro B.V., a subsidiary of Petrobras, entered into a sale and purchase agreement (the "SPA") with Pampa
Energia S.A. ("Pampa") for the sale of the shares of Petrobras Participaciones S.L., which holds 67.193% of our capital stock and voting rights. The closing of the
Acquisition (as defined below) is subject to certain conditions precedent under the SPA, including, among others, the refinancing of the Series S Notes. On May 12,
2016, Pampa announced that its board of directors was evaluating the possibility of, upon closing of the Acquisition and completion of the mandatory tender and
voluntary exchange offers for all of our outstanding Class B shares, the merger of the Company with and into Pampa (the "Proposed Merger"). If the Proposed
Merger were approved and completed, Pampa would be our successor company and the obligor of the notes.
We will apply to have the notes listed on the official list of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF Market, 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") and to have the notes admitted to trading on the Mercado Abierto Electrónico S.A. (the "MAE"). This offering memorandum constitutes a
prospectus for purposes of Part IV of the Luxembourg law on prospectus securities dated July 10, 2005, as amended. To the best of our knowledge, the information
contained in this offering memorandum is in accordance with the facts and contains no omission likely to affect its import.
Investing in the notes involves risks that are described in the "Risk Factors" section beginning on page 29 of this offering memorandum and the
section entitled "Key Information-- Risk Factors" in our Annual Report on Form 20-F for the fiscal year ended December 31, 2015, which is incorporated
by reference and included for convenience into this offering memorandum.
Issue Price: 99.329% plus accrued interest, if any, from July 21, 2016
The notes will be issued under our U.S.$500,000,000 Medium and Short-Term Note Program authorized by the CNV by Resolution No.17,162 dated
August 15, 2013 (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 will be 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 "Notice to Investors" and "Transfer Restrictions."
Delivery of the notes is expected to be 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 or about July 21, 2016.
Joint Book-Running Managers
Citigroup
Deutsche Bank Securities
Co-Managers
BCP Securities, LLC
Credit Agricole CIB
The date of this offering memorandum is July 27, 2016.




TABLE OF CONTENTS
Page
Available Informat ion .................................................................................................................................................................... iii
Incorporation of Docu ments by Reference................................................................................................................................. iv
About this Offering Memorandum ............................................................................................................................................... v
Forward-Looking Statements ........................................................................................................................................................ v
Market and Industry Data .............................................................................................................................................................. vi
Presentation of Financial Information ........................................................................................................................................ vii
Enforcement of Civ il Liabilit ies ....................................................................................................................................................ix
Summary ........................................................................................................................................................................................... 1
Risk Factors .................................................................................................................................................................................... 25
Use of Proceeds.............................................................................................................................................................................. 34
Exchange Rate Information and Exchange Controls ............................................................................................................... 35
Capitalization .................................................................................................................................................................................. 39
Selected Financial Data ................................................................................................................................................................ 40
Description of the Notes ............................................................................................................................................................... 43
Taxation ........................................................................................................................................................................................... 84
Plan of Distribution ....................................................................................................................................................................... 92
Transfer Restrict ions ................................................................................................................................................................... 101
Independent Registered Public Accounting Firm .................................................................................................................. 103
General Information .................................................................................................................................................................... 104
Where You Can Find More In formation ................................................................................................................................. 105
Validity of the Notes ................................................................................................................................................................... 106
Annex I: 2015 20-F for the year ended December 31, 2015 ................................................................................................ A-I
Annex II: Report on Form 6-K furnished to the SEC on June 10, 2016 ........................................................................... A-II


You should carefully review the entire offering memorandum before making an investment decision.
Neither we nor Citigroup Global Markets Inc., nor Deutsche Bank Securities Inc. nor Credit Agricole Securities
(USA) Inc., 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.
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 o f 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 "Notice to
Investors; 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. This offering memorandum is personal to you and does not constitute
an offer to any other person or to the public in general to subscribe for or otherwise acquire the notes.
i





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 (financial, legal or otherwise) or 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.
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.
__________________________
Notice to Prospective Investors in the European Economic Area
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 Company 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 Company nor the Initial Purchasers have authorized, nor do they authorize, the making of
any offer of notes in circumstances in which an obligation arises for the Company 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.
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.

ii


AVAILABLE INFORMATION
We are a "foreign private issuer" within the meaning of the rules of the SEC. We file periodic reports and
other information with the SEC consistent with the requirements for a foreign private issuer. Our SEC filings are
available to the public at the SEC's website at www.sec.gov. This information can be inspected and copied, and
copies can be obtained at prescribed rates, at the public reference facilities maintained by the SEC at 100 F Street,
N.E., Washington, D.C. 20549.
In reviewing the agreements included as exhibits to our SEC filings, please remember they are included to
provide you with information regarding their terms and are not intended to provide any other factual or disclosed
information about us or the other parties to the agreements.
The agreements may contain representations and warranties by each of the parties to the applicable
agreement. These representations and warranties have been made solely for the benefit of the other parties to the
applicable agreement and:
should not in all instances be treated as categorical statements of fact, but rather as a way of allocating
the risk to one of the parties if those statements prove to be inaccurate;
have been qualified by disclosures that were made to the other party in connection with the
negotiation of the applicable agreement, which disclosures are not necessarily reflected in the
agreement;
may apply standards of materiality in a way that is different from what may be viewed as material to
you or other investors; and
were made only as of the date of the applicable agreement or such other date or dates as may be
specified in the agreement and are subject to more recent developments.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date
they were made or at any other time.
At all times when we are required to file any financial statements or reports with the SEC, we will use our
best efforts to file all required statements or reports in a timely manner in accordance with the rules and regulations
of the SEC. In addition, at any time when we are not subject to or we are not current in our reporting obligations
under Section 13 or Section 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") or
is exempt from the registration requirements of Section 12(g) of the Exchange Act pursuant to Rule 12g3-2(b)
thereunder and any notes remain outstanding (or otherwise required with respect to us) we will make available, upon
request, to any holder and any prospective purchaser of notes that are "restricted securities" under the Securities Act,
the information referred to in Rule 144A(d)(4) under the Securities Act in order to permit resale of the notes in
compliance with Rule 144A.
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 with the CNV, the MERVAL 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 (www.cnv.gob.ar), the website of the MERVAL (www.bolsar.com) and the website of the MAE
(www.mae.com.ar). Neither the documents filed with the CNV, the MERVAL 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 interim
consolidated financial statements on the website of the CNV (www.cnv.gob.ar) under "Financial Information"
(Información Financiera).
__________________________
iii


INCORPORATION OF DOCUMENTS BY REFERENCE
We incorporate by reference into this offering memorandum certain information we file with the SEC,
which means that we can disclose important information to you by referring to another document filed separately
with the SEC. We incorporate by reference into this offering memorandum our annual report on Form 20-F for the
year ended December 31, 2015, filed with the SEC on April 29, 2016 (the "2015 20-F"). In addition, we incorporate
by reference into this offering memorandum our report on Form 6-K, furnished to the SEC on June 10, 2016, which
includes our unaudited condensed interim consolidated financial statements and summary of events as of March 31,
2016, and our reports on Form 6-K, furnished to the SEC on May 4, 2016, May 13, 2016, May 31, 2016, June 13,
2016 and June 16, 2016 relating to other recent developments.
Any statement contained in our 2015 20-F and any other document incorporated by reference into this
offering memorandum, shall be considered to be modified or superseded for purposes of this offering memorandum
to the extent that a statement contained in this offering memorandum or the other reports incorporated by reference
herein modifies or supersedes such statement. Any statement that is modified or superseded shall not, except as so
modified or superseded, constitute a part of this offering memorandum. Certain of the information we incorporate by
reference into this offering memorandum may contain references to our website. However, the contents of our
website are not incorporated by reference into this offering memorandum.
None of our other past or future reports on Form 20-F or Form 6-K filed with or furnished to, respectively,
the SEC after the date of this offering memorandum is being incorporated by reference into this offering
memorandum.
We have included in this offering memorandum for the convenience of the reader, (i) as Annex I, a copy of
the 2015 20-F, which includes our audited consolidated financial statements as of December 31, 2015, 2014 and
2013 and for the years ended December 31, 2015, 2014 and 2013 and (ii) as Annex II, a copy of our Report on Form
6-K furnished by us to the SEC on June 10, 2016, which includes our unaudited condensed interim consolidated
financial statements as of March 31, 2016 and for the three months ended March 31, 2016 and 2015 as well as a
summary of events as of March 31, 2016. You may request a copy of our other documents incorporated by reference
herein, other than exhibits, and our estatutos sociales (by-laws), at no cost, by writing or telephoning us at the
following:
Petrobras Argentina S.A.
Investor Relations
Maipú 1, 22th Floor
(C1084ABA) Ciudad Autónoma de Buenos Aires
República Argentina
Tel: 54-11-4344-6694
Fax: 54-11-4344-6398








iv


ABOUT THIS OFFERING MEMORANDUM
References in this offering memorandum to the "Company," "Petrobras Argentina," "PESA," "we," "us"
and "our" are to Petrobras Argentina S.A. and its subsidiaries, but exclude associates and joint ventures.
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.
__________________________
FORWARD-LOOKING STATEMENTS
This offering memorandum (including the information incorporated by reference) 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:
changes in general economic, business, political or other conditions in Argentina or changes in
general economic or business conditions in other Latin American countries;
the availability of financing at reasonable terms to Argentine companies, such as us;
the failure of governmental authorities to approve proposed measures or transactions described in this
offering memorandum, including the Acquisition and Proposed Merger;
the volume of crude oil, oil products and natural gas we produce and sell;
changes in the price of hydrocarbons and oil products;
changes to our capital expenditure plans;
changes in domestic and international laws, regulations or policies affecting our operations, including
with respect to tax and environmental matters;
fluctuations in the Argentine peso/U.S. dollar exchange rate;
our ability to renew certain concessions;
the ability to develop and monetize conventional and non-conventional reserves;
changes to our reserves estimates;
increased costs;
the triggering of any change of control provisions in our existing indebtedness;
v


any adverse consequences relating to the announcement or pendency of the merger;
the successful consummation of the Acquisition and Proposed Merger or any significant delays
related thereto;
any potential negative consequences stemming from the Acquisition and Proposed Merger process;
any potential disruptions in our business due to the significant involvement of our management in the
Acquisition process;
the divestiture of certain of our rights and obligations to existing oil and gas concessions;
further regulatory approvals related to the Acquisition;
transaction costs which may exceed our initial expectations;
difficulties, unexpected costs, delays in integrating our business, business model and culture
experienced by Pampa after the Acquisition and Proposed Merger and the inability to realize
synergies, efficiencies or cost savings from the Proposed Merger.
failure to retain key employees by Pampa upon completion of the Acquisition or the Proposed
Merger;
upon completion of the Acquisition and the Proposed Merger, any risks which impact Pampa's
businesses in industries different from the industries in which we are engaged; and
other risks and uncertainties described under "Risk Factors" and the section entitled "Item 3--Key
Information--Risk Factors" in our 2015 20-F, incorporated by reference into this offering
memorandum.
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.
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.
You are urged to read this offering memorandum including the information incorporated by reference and
carefully consider the risks and uncertainties and other factors that affect our business. The information contained or
incorporated by reference into this offering memorandum is subject to change without notice, and we are not
obligated to publicly update or revise forward-looking statements. Readers should review future reports filed by us
with the SEC.
__________________________
MARKET AND INDUSTRY DATA
This offering memorandum includes market share, ranking, industry data and forecasts that we obtained
from industry publications and surveys, public filings, and internal company sources. Industry publications, surveys
and forecasts generally state that the information contained therein has been obtained from sources believed to be
reliable, but there can be no assurance as to the accuracy or completeness of included information.
We have not independently verified any of the data from third-party sources, nor have we ascertained the
underlying economic assumptions relied upon therein. Statements as to our market position and ranking are based on
vi


market data currently available to us, management's estimates and assumptions we have made regarding the size of
our markets within our industry. We believe data regarding the size of our markets and market share are inherently
imprecise, but generally indicate size and position and market share within our markets. While we are not aware of
any misstatements regarding our industry data presented herein, our estimates involve risks and uncertainties and are
subject to change based on various factors, including those discussed in the section titled "Risk Factors." Neither we
nor the Initial Purchasers can guarantee the accuracy or completeness of such information contained in this offering
memorandum. Accordingly, potential purchasers of the notes should not place undue reliance on the market and
industry data included in this offering memorandum.
__________________________
PRESENTATION OF FINANCIAL INFORMATION
Our audited consolidated financial statements as of and for the fiscal years ended December 31, 2015, 2014
and 2013 (the "Audited Consolidated Financial Statements") are included in Item 18 of our 2015 20-F incorporated
by reference and included for convenience into this offering memorandum. Our Audited Consolidated Financial
Statements have been audited by Price Waterhouse & Co. S.R.L., an independent registered public accounting firm
in Buenos Aires, Argentina, a member firm of the PricewaterhouseCoopers International Limited network ("PwC"),
as set forth in their report incorporated by reference into this offering memorandum.
The Audited Consolidated Financial Statements were prepared 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.
Also incorporated by reference into this offering memorandum are our unaudited condensed interim
consolidated financial statements as of March 31, 2016 and for the three months ended March 31, 2016 and 2015
(the "Unaudited Condensed Interim Consolidated Financial Statements", and together with the Audited
Consolidated Financial Statements, the "Financial Statements"), which were not audited and were prepared in
accordance with International Accounting Standard (IAS) 34-"Interim Financial Reporting," as issued by the IASB
(adopted by the CNV through General Resolution No. 562/09 and supplements). Our Unaudited Condensed Interim
Consolidated Financial Statements do not include all the information and disclosures required in the annual financial
statements and should be read in conjunction with our Audited Consolidated Financial Statements. Our historical
results for the three months ended March 31, 2016 are not necessarily indicative of results to be expected for the
year ending December 31, 2016, or any future period. With respect to the Unaudited Condensed Interim
Consolidated Financial Statements, PwC has performed the procedures specified by the PCAOB for a review of
interim financial information as described in PCAOB AU Section 722, Interim Financial Information, and issued a
report dated June 7, 2016 which is incorporated by reference into this offering memorandum. Such review is
substantially limited in scope compared to an audit conducted in accordance with the standards of the Public
Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the
financial statements taken as a whole. Accordingly, PwC has not expressed such an opinion on the unaudited
interim financial information.
We maintain our financial books and records and publish our financial statements in Argentine Pesos.
In accordance with IFRS, the financial information 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 in this offering memorandum and in the Financial Statements have been rounded for ease of
presentation. Percentage figures 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 in this offering memorandum may not sum due to rounding.
vii


Exchange Rates
We have translated some of the Peso amounts in this offering memorandum into U.S. Dollars at specified
rates for convenience purposes only. Unless otherwise indicated, Peso amounts as of and for the fiscal year ended
December 31, 2015 and as of 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.
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 Nación for wire transfers (divisas) on June 24,
2016 was Ps. 14.93 to U.S.$1.00. See "Exchange Rate Information and Exchange Controls."
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USE OF NON-IFRS FINANCIAL MEASURES

Our Consolidated EBITDA, as defined under the Indenture (as defined below) for a period, means for the
Company and its Designated Subsidiaries on a consolidated basis, (a) the operating profit as reported in accordance
with IFRS for such period ("Consolidated Operating Income"), plus (b) to the extent deducted in determining the
Consolidated Operating Income for such period, the sum of, without duplication, (i) depreciation and amortization
expenses for such period and (ii) non-cash charges, expenses or losses for such period (other than any non-cash
charge, expense or loss to the extent it represents an accrual of or a reserve for cash expenditures in any future
period or amortization of a prepaid cash item that was paid in a prior period) minus (c) to the extent included in
determining Consolidated Operating Income for such period, non-cash gains for such period (other than any non-
cash gains to the extent it represents the reversal of an accrual or a reserve for potential cash gain in any prior period
or any non-cash gains in respect of which cash was received in a prior period or will be received in a future period).

Our Consolidated Leverage Ratio, as defined under the Indenture, is calculated, as of any date of
determination, by obtaining the ratio of: (1) the aggregate outstanding Indebtedness of the Company and its
Designated Subsidiaries as of the end of the most recent fiscal quarter for which financial statements prepared on a
consolidated basis in accordance with IFRS are available in accordance with the Indenture, to (2) Consolidated
EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date of such
determination for which financial statements are available in accordance with the Indenture.

Our Consolidated Coverage Ratio, as defined under the Indenture, is calculated, as of any date of
determination, by obtaining the ratio of, (x) the aggregate amount of Consolidated EBITDA for the period of the
most recent four consecutive fiscal quarters ending prior to the date of such determination for which financial
statements prepared on a consolidated basis in accordance with IFRS are made available under the Indenture to (y)
Consolidated Interest Expense for such four fiscal quarters.

Certain financial measures, such as Consolidated EBITDA, Consolidated Leverage Ratio and Consolidated
Coverage Ratio presented in this offering memorandum are not recognized under IFRS. Such non-IFRS measures
have no standard meaning under IFRS or otherwise and therefore may not be comparable to similarly titled
measures used by other companies. We believe that the presentation of these financial measures enhances an
investor's understanding of our financial performance. We further believe that these financial measures are useful
financial metrics to assess our operating performance from period to period excluding certain items that we believe
are not representative of our core business. These financial measures have important limitations as analytical tools,
and you should not consider them in isolation, as indicative of the cash available to us to make payments under the
notes as a substitute for analysis of our results as reported under IFRS. In addition, because other companies may
calculate these financial measures differently than we do, these financial measures may not be comparable to
similarly titled measures reported by other companies.
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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, Marval, O'Farrell & Mairal, 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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