Obbligazione YPX 1.5% ( USP989MJBT72 ) in USD

Emittente YPX
Prezzo di mercato refresh price now   96.81 USD  ▼ 
Paese  Argentina
Codice isin  USP989MJBT72 ( in USD )
Tasso d'interesse 1.5% per anno ( pagato 2 volte l'anno)
Scadenza 29/09/2033



Prospetto opuscolo dell'obbligazione YPF USP989MJBT72 en USD 1.5%, scadenza 29/09/2033


Importo minimo 1 USD
Importo totale 575 469 020 USD
Cusip P989MJBT7
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Coupon successivo 30/09/2025 ( In 97 giorni )
Descrizione dettagliata YPF è la principale compagnia petrolifera e gasifera dell'Argentina, operante in esplorazione, produzione, raffinazione e commercializzazione di idrocarburi.

The Obbligazione issued by YPX ( Argentina ) , in USD, with the ISIN code USP989MJBT72, pays a coupon of 1.5% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 29/09/2033







Listing Particulars dated March 29, 2021
YPF Sociedad Anónima
U.S.$ 775,782,279 4.000%/9.000% Step Up Senior Export-Backed Secured Notes due 2026
(ISIN: Reg S USP989MJBR17 / 144A US984245AU46; Common Code: Reg S 230139741 / 144A 230139725)
U.S.$ 747,833,257 2.500%/9.000% Step Up Senior Notes due 2029
(ISIN: Reg. S USP989MJBS99 / 144A US984245AV29; Common Code: Reg S 230139768 / 144A 230139750)
U.S.$ 575,649,021 1.500%/7.000% Step Up Senior Notes due 2033
(ISIN: Reg S USP989MJBT72 / 144A US984245AW02; Common Code: Reg S 230139849 / 144A 230139822)
On February 11, 2021, YPF Sociedad Anónima (Legal Entity Identifier: 5493003N7447U18U5U53) ("YPF" or the "Company")
has issued U.S.$ 775,312,599 in aggregate principal amount of Step Up Senior Export-Backed Secured Notes due 2026,
U.S.$ 747,833,257 in aggregate principal amount of its Step Up Senior Notes due 2029, and U.S.$ 575,649,021 in aggregate
principal amount of its Step Up Senior Notes due 2033 (collectively, the "New Notes"). On March 1, 2021, the Company issued
U.S.$ 469,680 in aggregate principal amount of Step Up Senior Export-Backed Secured Notes due 2026 in the form of late
settlement.
The New Notes have been accepted for clearance and settlement through The Depository Trust Company ("DTC"), Euroclear
Bank SA/NV as operator of the Euroclear System ("Euroclear") and Clearstream Banking, société anonyme
("Clearstream").
Application has been made to have the New Notes admitted to trading on the Official List of the Luxembourg Stock Exchange
and to be listed on the Euro MTF Market operated by the Luxembourg Stock Exchange, which is a multilateral trading facility
for the purposes of Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments, as
amended, (``MiFID II''), and, therefore, not an EU-regulated market.
The Listing Particulars constitute a prospectus for the purpose of Part IV of the Luxembourg Law of 16 July 2019 on
Prospectuses for Securities.
The Listing Particulars do not constitute a prospectus within the meaning of Regulation (EU) No 1129/2017 of the European
Parliament and of the Council of 14 June 2017 (as amended, the ``Prospectus Regulation''). Neither the Luxembourg Financial
Supervisory Authority (Commission de Surveillance du Secteur Financier, or ``CSSF''), nor any other ``competent authority''
(as defined in the Prospectus Regulation) has approved the Listing Particulars or reviewed information contained in the Listing
Particulars.
The Luxembourg Stock Exchange has only approved the sections herein that relate to the listing of the New Notes and not
the sections that relate to the Exchange Offer and Consent Solicitation. The sections relating to the Exchange Offer and
Consent Solicitation are given for informational purposes only. No public offering for the New Notes has been made in
Luxembourg. and the Old Notes (as defined in the Exchange Offer and Consent Solicitation Memorandum) have been
validly tendered pursuant to the terms of the Exchange Offer and Consent Solicitation Memorandum.
The Company is solely responsible for the information given in this Listing Particulars. The Company hereby declares that to
the best of its knowledge and belief, having taken all reasonable care to ensure that such is the case, the information contained
in this Listing Particulars is in accordance with the facts and contains no omission likely to affect its import. There has been no
material changes in the financial position of the consolidated group of YPF since the last consolidated unaudited financial
statements in December 31, 2020, incorporated by reference herein.
You should read the Listing Particulars along with the documents incorporated by reference. The documents contain
information you should consider when making your investment decision. The Company has not authorized anyone else to
provide you with different information and takes no responsibility for any other information that others may give you.
The following documents are considered part of the Listing Particulars:

The Exchange Offer and Consent Solicitation Memorandum issued by the Company on January 7, 2021, as
amended and restated on January 25, 2021 (the "Exchange Offer and Consent Solicitation Memorandum"),
attached hereto in Annex A;



The Third Amendment to the Exchange Offers and Consent Solicitation dated February 1, 2021, attached hereto
in Annex B;

The Fourth Amendment to the Exchange Offers and Consent Solicitation dated February 7, 2021, attached hereto
in Annex C;
The following documents are incorporated by reference to the Listing Particulars:

The Company's annual report on Form 20-F for the year ended December 31, 2019, which was filed with the SEC
on April 24, 2020 (the "2019 20-F").

The Company's report on Form 6-K, filed with the SEC on April 16, 2020, relating to the rating of the Company's
Negotiable Obligations.

The Company's report on Form 6-K, filed with the SEC on May 4, 2020, relating to the General Ordinary and
Extraordinary Shareholders' Meeting of YPF S.A. held on April 30, 2020.

The Company's report on Form 6-K, filed with the SEC on May 4, 2020, relating to certain changes to the
composition of the Company's Audit Committee following the General Ordinary and Extraordinary Shareholders'
Meeting of YPF S.A. held on April 30, 2020.

The Company's report on Form 6-K, filed with the SEC on May 11, 2020, relating to changes in the composition
of the Company's Board of Directors.

The Company's report on Form 6-K, filed with the SEC on May 11, 2020, relating to the rating of the Company's
Negotiable Obligations.

The Company's report on Form 6-K, filed with the SEC on May 14, 2020, relating to certain changes in the
structure of the Company's senior management.

The Company's report on Form 6-K, filed with the SEC on May 14, 2020, relating to the Company's agreement
with Bandurria Sur Investments S.A. with respect to the joint exploration of hydrocarbons in the Bandurria Sur
Area in the Province of Neuquén.

The Company's report on Form 6-K, filed with the SEC on May 19, 2020, describing new regulation providing
for price of crude oil.

The Company's report on Form 6-K, filed with the SEC on May 20, 2020, describing the dismissal of the Paz
Herrera Claims.

The Company's report on Form 6-K, filed with the SEC on June 4, 2020, relating to certain changes in the
structure of The Company's senior management.

The Company's report on Form 6-K, filed with the SEC on June 9, 2020, relating to the rating of The Company's
Negotiable Obligations.

The Company's report on Form 6-K, which was furnished to the SEC on October 19, 2020, relating to the
Company's settlement agreement with EXMAR N.V. group for the termination of natural gas liquefaction
agreements and outstanding arbitral claims.

The Company's report on Form 6-K, filed with the SEC on November 10, 2020; relating to changes in the
composition of the Company's Board of Directors.

The Company's report on Form 6-K, which was furnished to the SEC on November 16, 2020, including the
Company's condensed interim consolidated financial statements as of September 30, 2020 ("Q3 2020 Unaudited
Financial Statements").

The Company's report on Form 6-K, filed with the SEC on December 3, 2020, relating to our admission to the
Extended Moratorium under Law 27,541, as amended, which imposes certain restrictions on the Company's
ability to distribute dividends.

The Company's report on Form 6-K, filed with the SEC on December 17, 2020, relating to certain changes to the
composition of the Company's Board of Directors and Audit Committee.



The Company's report on Form 6-K, which was furnished to the SEC on January 12, 2021, relating to changes in
the rating of the Company's Negotiable Obligations.

The Company's report on Form 6-K, which was furnished to the SEC on January 21, 2021, relating to certain
changes to the resignation of YPF's Human Resources Vice President.

The Company's report on Form 6-K, which was furnished to the SEC on February 19, 2021, relating to the rating
of the Company's Negotiable Obligations.

The Company's report on Form 6-K, which was furnished to the SEC on February 23, 2021, relating to changes
in the rating of the Company's Negotiable Obligations; .

The Company's report on Form 6-K, which was furnished to the SEC on February 24, 2021, relating to the
resignation of Mr. Guillermo Emilio Nielsen as Chairman of the Board and Director for Class D shares, and the
appointment of Mr. Pablo Gerardo González as his replacement.

The Company's report on Form 6-K, which was furnished to the SEC on March 4, 2021, relating to the
consideration of the merger by absorption by the Company of Compañía de Inversiones Mineras S.A.

The Company's report on Form 6-K, which was furnished to the SEC on March 4, 2021, including the
Company's consolidated financial statements for the year 2020.

The Company's report on Form 6-K, which was furnished to the SEC on March 4, 2021, relating to the
Company's Board of Directors approval of the consolidated financial statements for the year ended December 31,
2020.

The Company's report on Form 6-K, which was furnished to the SEC on March 5, 2021, including the
Company's full 2020 and fourth quarter of 2020 earning presentation.

The Company's report on Form 6-K, which was furnished to the SEC on March 12, 2021, relating to the
Company's Board of Directors approval of the consolidated financial statements for the year ended December 31,
2020, 2019 and 2018.

Press Release dated February 11, 2021, announcing results of the Company's Exchange Offer and Consent
Solicitation (Early Settlement).

Press Release dated February 26, 2021, announcing final settlement of the Company's Exchange Offer for its
2021 Old Notes (Late Settlement).
The Listing Particulars and the documents incorporated by reference will be published on the internet website of the Luxembourg
Stock Exchange www.bourse.lu and will be available for download free of charge.
The date of this Listing Particulars is March 29, 2021.



Annex A








AMENDMENT NO. 2 TO THE EXCHANGE OFFER AND CONSENT SOLICITATION MEMORANDUM DATED JANUARY 7,
2021, AS AMENDED ON JANUARY 14, 2021


YPF SOCIEDAD ANÓNIMA

This amendment No. 2 ("Amendment No. 2") to YPF's Exchange Offer and Consent Solicitation Memorandum dated
January 7, 2021, as amended on January 14, 2021 (the "Exchange Offer and Consent Solicitation Memorandum") further
amends and restates the terms and conditions of the Exchange Offer and Consent Solicitation Memorandum mainly to:
provide for the accrual of interest under the New Notes, and their payment in cash in arrears, from the
Settlement Date, at the rates set out in the cover of the Amended Exchange Offer and Consent Solicitation
Memorandum (as defined below);
provide for an increase in interest rates from January 1, 2023 until maturity for the New Secured 2026 Notes
and the New 2029 Notes, as set out in the cover of the Amended Exchange Offer and Consent Solicitation
Memorandum (as defined below);
adjust the Exchange Consideration to reflect the improvements in the accrual of interest on the New Notes
from the Settlement Date, as set out in the cover of the Amended Exchange Offer and Consent Solicitation
Memorandum (as defined below);
amend the interest payment dates for the New Secured 2026 Notes and principal amortization schedules for
the New Secured 2026 Notes and the New 2029 Notes;
amend the final stated maturity for the New Secured 2026 Notes and the New 2029 Notes;
exclude the possibility of issuing additional New Secured 2026 Notes after the Settlement Date;
add certain covenants to the terms and conditions of the New Notes;
for the New Secured 2026 Notes, increase the amount of the cumulative twelve (12) months export collections
required to flow through the Export Collection Account from 110% to 120% of the principal and interest
payments due within twelve (12) months of the date of determination;
increase the cash balance required to be held in the Reserve and Payment Account to 125% of the principal
and interest due on the two (2) next succeeding quarterly Payment Dates under the New Secured 2026 Notes;
include a pledge on certain shares held by YPF in YPF Luz as additional security for the New Secured 2026
Notes;
amend the definitions of "Indebtedness" and "Consolidated EBITDA" for the New Notes; and
extend the (i) Withdrawal Deadline from 5:00 pm, New York City time, on January 21, 2021 to 5:00 p.m.,
New York City time, on February 1, 2021, (ii) Expiration Time from 11:59 p.m., New York City time, on
February 4, 2021 to 11:59 p.m., New York City time, on February 5, 2021, (iii) Acceptance Date from
February 5, 2021 to February 8, 2021, (iv) Execution of the Old Supplemental Indenture from January 26,
2021 to February 11, 2021 and (v) Settlement Date from February 9, 2021 to February 11, 2021, in each case,
unless further extended.
Attached hereto is the Exchange Offer and Consent Solicitation Memorandum as amended and restated by this
Amendment No. 2. References to the "Exchange Offer and Consent Solicitation Memorandum" in the Exchange Offer and
Consent Solicitation Documents (as defined below) shall refer to the attached amended and restated Exchange Offer and Consent
Solicitation Memorandum.
Holders who tendered their Eligible Bonds pursuant to any of the Exchange Offers and delivered Proxies pursuant to
the Consent Solicitation prior to the date hereof and do not revoke such tenders or Proxies prior to the Withdrawal Deadline




shall benefit from the improved terms and be deemed to have accepted the terms and conditions of the Exchange Offer and
Consent Solicitation Memorandum as amended and restated pursuant to this Amendment No. 2 and, subject to the conditions to
the Exchange Offers described herein, and will be entitled to receive the Exchange Consideration. Direct Participants who have
already submitted Proxies do not need to take any further action.

47000.00090




AMENDED AND RESTATED EXCHANGE OFFER AND CONSENT SOLICITATION MEMORANDUM

YPF SOCIEDAD ANÓNIMA
Offers to Exchange
Outstanding 8.500% Senior Notes due 2021 (the "2021 Old Notes");
8.750% Senior Amortizing Notes due 2024 (the "2024 Old Notes");
8.500% Senior Amortizing Notes due March 2025 (the "March 2025 Old Notes");
8.500% Senior Notes due July 2025 (the "July 2025 Old Notes");
6.950% Senior Notes due 2027 (the "2027 Old Notes");
8.500% Senior Notes due 2029 (the "2029 Old Notes");
and 7.000% Senior Notes due 2047 (the "2047 Old Notes", and col ectively with the 2021 Old Notes, 2024 Old Notes,
the March 2025 Old Notes, the July 2025 Old Notes, the 2027 Old Notes, the 2029 Old Notes and the 2047 Old Notes,
the "Old Notes")
issued by YPF Sociedad Anónima, for the applicable amount of
4.000%/9.000% Step Up Senior Secured and Export-Backed New Notes due 2026 (the "New Secured 2026 Notes");
2.500%/9.000% Step Up Senior Notes due 2029 (the "New 2029 Notes"); and 1.500%/7.000% Step Up Senior Notes
due 2033 (the "New 2033 Notes", and col ectively with the New 2029 Notes and the New Secured 2026 Notes, the "New
Notes"), and cash, where applicable, and
Solicitation of Consents
Each offer to exchange Old Notes and the Consent Solicitation (as defined herein) wil expire at 11:59 p.m. (New
York City time) on February 5, 2021 (such date and time, as the same may be extended, the "Expiration Time"). In
order to be eligible to receive the Exchange Consideration (as defined herein), Eligible Holders (as defined herein)
of Old Notes must validly tender their Old Notes and deliver their Proxies (as defined herein) and not validly
withdraw or revoke, as applicable, on or prior to the Expiration Time. Old Notes validly tendered and Proxies validly
delivered may be validly withdrawn or revoked, as applicable, at any time prior to 5:00 p.m., New York City time on
February 1, 2021 unless extended by us in our sole discretion (such date and time, as the same may be extended, the
"Withdrawal Deadline"), but not thereafter.
YPF Sociedad Anónima ("YPF", the "Company" or the "Issuer"), a corporation (sociedad anónima) organized under the
laws of the Republic of Argentina ("Argentina") is offering Eligible Holders to exchange any and all of the Company's outstanding
Old Notes for the consideration set forth in the table below (each an "Exchange Offer") and soliciting consents to amend or eliminate
certain covenants and events of default under the indentures for the Old Notes (the "Consent Solicitation") upon the terms and
subject to the conditions set forth in this Exchange Offer and Consent Solicitation Memorandum (as it may be amended or
supplemented from time to time, the "Exchange Offer and Consent Solicitation Memorandum"), the eligibility letter that
accompanies this Exchange Offer and Consent Solicitation Memorandum (the "Eligibility Letter"), in the case of Argentine Entity
Offerees and Non-Cooperating Jurisdiction Offerees, the letter of transmittal attached hereto as Exhibit 1 (the "Letter of
Transmittal"), the proxy form that accompanies this Exchange Offer and Consent Solicitation Memorandum (the "Proxy Form")
and a power of attorney in the form contained in the Proxy Form (a "Power of Attorney" and, together with the Proxy Form, the
"Proxy Documents," which, together with this Exchange Offer and Consent Solicitation Memorandum, the Eligibility Letter and
the Letter of Transmittal constitute the "Exchange Offer and Consent Solicitation Documents"). Copies of this Exchange Offer
and Consent Solicitation Memorandum, the Eligibility Letter, the Letter of Transmittal and the Proxy Documents are available for
Eligible Holders at the following web address: www.dfking.com/ypf.
The acceptance and exchange of Old Notes validly tendered by an Eligible Holder pursuant to an Exchange Offer is subject
to certain conditions described below (which may be waived by the Company) and the condition (which may not be waived by the
Company) that each series of New Notes to be received by such Eligible Holder be issued (including any New Notes offered for
cash settling on or about the Settlement Date) in an aggregate principal amount of no less than US$500,000,000 (as it relates to each
Exchange Offer, the "Minimum Issuance Condition"). For the avoidance of doubt, if such Eligible Holder is tendering Old Notes
of a series for New Notes of two or more series, the acceptance and exchange of such Old Notes is subject to the condition that each
such series of New Notes satisfy the Minimum Issuance Condition.
47000.00090




You should consider the risk factors beginning on page 50 of this Exchange Offer and Consent Solicitation
Memorandum before you decide whether to participate in any of the Exchange Offers and invest in the New Notes.
Old Notes
The following tables set forth the series subject to any of the Exchange Offers and Consent Solicitation and the
consideration offered in exchange for Old Notes held by Eligible Holders validly tendered pursuant to any of the Exchange Offers
and Consent Solicitation:
Title of Old Notes(1)
CUSIPs and ISINs
Outstanding Aggregate
(144A and Reg S)
Principal Amount
Exchange Consideration(2)
2021 Old Notes
984245AM2 / US984245AM20
P989MJBG5 / USP989MJBG51
US$ 412,652,000
US$949 principal amount of New Secured 2026 Notes and
US$158 cash payment
2024 Old Notes
984245AK6 / US984245AK63
P989MJAY7 / USP989MJAY76
US$ 1,522,165,000
US$439 principal amount of New Secured 2026 Notes and
US$700 principal amount of New 2029 Notes
US$1,059 principal amount of New Secured 2026 Notes
March 2025 Old Notes
984245AT7 / US984245AT72
or
P989MJBQ3 / USP989MJBQ34
US$ 542,806,000
US$509 principal amount of New Secured 2026 Notes and
US$625 principal amount of New 2029 Notes
US$121 principal amount of New Secured 2026 Notes,
July 2025 Old Notes
984245AL4 / US984245AL47
P989MJBE0 / USP989MJBE04
US$ 1,500,000,000
US$650 principal amount of New 2029 Notes and US$350
principal amount of New 2033 Notes
US$100 principal amount of New Secured 2026 Notes,
2027 Old Notes
984245AQ3 / US984245AQ34
P989MJBL4 / USP989MJBL47
US$ 1,000,000,000
US$250 principal amount of New 2029 Notes and US$750
principal amount of New 2033 Notes
2029 Old Notes
984245AS9 / US984245AS99
P989MJBP5 / USP989MJBP50
US$ 500,000,000
US$140 principal amount of New Secured 2026 Notes and
US$1,000 principal amount of New 2033 Notes
2047 Old Notes
984245AR1 / US984245AR17
P989MJBN0 / USP989MJBN03
US$ 750,000,000
US$115 principal amount of New Secured 2026 Notes and
US$950 principal amount of New 2033 Notes
__________________________
(1) The Old Notes are currently listed on the Luxembourg Stock Exchange and admitted for trading on the Euro MTF Market. The 2021 Old Notes, March
2025 Old Notes, 2027 Old Notes, 2029 Old Notes and 2047 Old Notes are currently admitted for trading in the MAE (as defined herein). The 2024 Old
Notes and July 2025 Old Notes are currently listed on the ByMA (as defined herein) and admitted for trading in the MAE.
(2) Per US$ 1,000 principal amount of Old Notes validly tendered and accepted for exchange. The Exchange Consideration (as defined herein) has been
calculated taking into account accrued and unpaid interest under the Old Notes being exchanged from the last applicable interest payment date to, but not
including, the Settlement Date ("Accrued Interest"). Therefore, Eligible Holders who validly tender their Old Notes will not be entitled to receive any
cash payment for any Accrued Interest on the Old Notes (in the case of the holders of 2021 Old Notes, such amount is included in the cash payment of
the Exchange Consideration). No additional payments wil be made in connection with the Consent Solicitation.

New Notes

New Notes
Interest rate (per annum)
Principal Amount
New Secured 2026
4.000% from the Settlement Date through and including December 31, 2022 and,
Notes
thereafter, will accrue interest at a rate equal to 9.000% per annum through maturity in
Minimum of US$ 500,000,000
2026
2.500% from the Settlement Date through and including December 31, 2022 and,
New 2029 Notes
thereafter, will accrue interest at a rate equal to 9.000% per annum through maturity in
Minimum of US$ 500,000,000
2029
New 2033 Notes
1.500% from the Settlement Date through and including December 31, 2022 and,
thereafter, will accrue interest at a rate equal to 7.00% per annum through maturity 2033
Minimum of US$ 500,000,000

The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the European Economic Area ("EEA") or in the United Kingdom. For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of
Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance
Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of
MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the "Prospectus Regulation"). Consequently
no key information document required by Regulation (EU) 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling
the New Notes or otherwise making them available to retail investors in the EEA or in the United Kingdom has been prepared and
47000.00090




therefore otherwise offering or selling the New Notes or otherwise making them available to any retail investor in the EEA or in the
United Kingdom may be unlawful under the PRIIPs Regulation.
We have not registered the New Notes under the Securities Act of 1933, as amended (the "Securities Act"), or any state
securities law. The New Notes are being offered for exchange only (i) to holders of Old Notes that are "qualified institutional buyers"
as defined in Rule 144A under the Securities Act ("QIBs"), in a private transaction in reliance upon the exemption from the registration
requirements of the Securities Act provided by Section 4(a)(2) thereof and (ii) outside the United States, to holders of Old Notes
who are (A) not "U.S. persons" (as defined in Rule 902 under the Securities Act, "U.S. Persons") and who are not acquiring New
Notes for the account or benefit of a U.S. Person, in offshore transactions in reliance on Regulation S under the Securities Act, and
(B) Non-U.S. qualified offerees (as defined under "Transfer Restrictions"). Only holders of Old Notes who have returned a duly
completed Eligibility Letter (as defined herein) certifying that they are within one of the categories described in the
immediately preceding sentence are authorized to receive and review this Exchange Offer and Consent Solicitation
Memorandum and to participate in any of the Exchange Offers and the Consent Solicitation (such holders, "Eligible
Holders"). In addition, Eligible Holders will need to specify in the Eligibility Letter whether they are Argentine Entity
Offerees (as defined herein) or Non-Cooperating Jurisdiction Offerees (as defined herein). For a description of certain
restrictions on resale and transfer of the New Notes, see "Transfer Restrictions" in this Exchange Offer and Consent Solicitation
Memorandum.
The ability of certain Eligible Holders to participate in any of the Exchange Offers will be subject to the delivery of
additional documentation to satisfy Argentine tax regulations. In particular, Argentine Entity Offerees and Non-Cooperating
Jurisdiction Offerees who participate in any of the Exchange Offers are required to complete, sign and submit to the Information and
Exchange Agent (as define herein) the Letter of Transmittal in the form attached as Exhibit 1 hereto. See "Taxation--Certain
Argentine Tax Considerations."
Delivery of the New Notes is expected to be made in book-entry form through the facilities of The Depository Trust
Company ("DTC") and its direct and indirect participants, including Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream
Banking, société anonyme ("Clearstream").
Joint Dealer Managers
Citi
HSBC
Itaú BBA
Santander
Exchange Offer and Consent Solicitation Memorandum dated January 25, 2021
47000.00090



The Exchange Offers
Upon the terms and subject to the conditions set forth in the Exchange Offer and Consent Solicitation Documents,
Eligible Holders who validly tender their Old Notes and deliver their related Proxies on or prior to the Expiration Time will be
eligible to receive, for each $1,000 principal amount of Old Notes so tendered, the consideration set forth in the table on the
cover page of this Exchange Offer and Consent Solicitation Memorandum (the "Exchange Consideration"). The Exchange
Consideration has been calculated taking into account Accrued Interest on the Old Notes being exchanged. Therefore, Eligible
Holders who validly tender their Old Notes will not be entitled to receive any cash payment for any Accrued Interest on the Old
Notes (in the case of the holders of 2021 Old Notes, such amount is included in the cash payment of the Exchange Consideration).
The New Secured 2026 Notes will constitute our direct, unconditional and unsubordinated obligations and will at all
times (i) to the extent of the value of the Collateral, be secured and rank senior to all of our existing and future unsecured
indebtedness, including the New Notes due 2029 and New Notes due 2033; (ii) rank at least equal in right of payment (other
than with respect to the value of the Collateral) with all of our existing and future senior unsecured indebtedness (other than
obligations preferred by statute or by operation of law, including, without limitation, tax and labor related claims); and (iii) rank
senior in right of payment to all of our existing and future subordinated indebtedness, if any.
The New 2029 Notes and New 2033 Notes will constitute our direct, unconditional, unsecured and unsubordinated
obligations and will rank at all times at least pari passu in right of payment with all our other existing and future unsecured and
unsubordinated indebtedness (other than obligations preferred by statute or by operation of law, including, without limitation,
tax and labor related claims).
The New 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 by the Productive Financing Law No. 27,440
(the "Productive Financing Law") and as further amended (the "Negotiable Obligations Law"), Law No. 26,831, as amended
by the Productive Financing Law and as further amended (the "Argentine Securities Law"), Decree 1023/2013 and Decree No.
471/2018, General Resolution No. 622/2013, as amended, issued by the Comisión Nacional de Valores, the Argentine Securities
Commission (the "CNV") (the "CNV Rules"), and any other applicable laws and regulations of the Argentina, and will have
the benefits and will be subject to the procedural requirements set forth therein.
Application will be made to have the New Notes listed on the Luxembourg Stock Exchange and to have the New Notes
admitted to trading on the Euro MTF market and 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.
The New Notes will be issued in minimum denominations of US$ 1.00 and integral multiples of US$ 1.00 in excess
thereof. No alternative, conditional or contingent tenders will be accepted. The amount of New Notes to be issued to any Eligible
Holder will be rounded down to the nearest US$ 1.00. No cash will be paid in lieu of New Notes not received as a result of
rounding down.
Upon the terms and subject to the conditions set forth in the Exchange Offer and Consent Solicitation Documents, we
expect the settlement date for Old Notes that are validly tendered, not validly withdrawn and accepted by the Company to be the
fourth business day immediately after the Expiration Time, or as soon as practicable thereafter (the "Settlement Date").
Withdrawal Rights
Tenders of Old Notes may be validly withdrawn at any time prior to the Withdrawal Deadline, but will thereafter be
irrevocable, except in certain limited circumstances where additional withdrawal rights are required by law to be granted (as
determined by us).
Conditions to the Exchange Offers
The Exchange Offers and Consent Solicitation are subject to certain conditions, including the Minimum Issuance
Condition, the 2021 Old Notes Minimum Exchange Condition (as defined herein) and the execution and delivery of the Old
Notes Supplemental Indentures (as defined herein) implementing the Proposed Amendments (as defined herein), which
conditions may be asserted or waived (except for the Minimum Issuance Condition) by us in full or in part in our sole discretion
without extending the Expiration Time. See "Description of the Exchange Offer--Conditions to the Exchange Offer."
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Document Outline