Obligation Arcore 7.25% ( USP04559AB98 ) en USD

Arcore

100 % ▼

Argentine

USP04559AB98 ( en USD )

7.25% par an ( paiement semestriel )

09/11/2017 - Obligation échue

Prospectus brochure de l'obligation Arcor USP04559AB98 en USD 7.25%, échue

100 000 USD

200 000 000 USD

P04559AB9

Arcor était un fournisseur allemand de services de télécommunications, offrant des services d'accès Internet, de téléphonie fixe et mobile, ainsi que des services de télévision par câble.

L'Obligation émise par Arcore ( Argentine ) , en USD, avec le code ISIN USP04559AB98, paye un coupon de 7.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 09/11/2017

L'Obligation émise par Arcore ( Argentine ) , en USD, avec le code ISIN USP04559AB98, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Arcore ( Argentine ) , en USD, avec le code ISIN USP04559AB98, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

OFFERING MEMORANDUM
ARCOR S.A.I.C.
(incorporated as a sociedad anónima in the Republic of Argentina)
U.S.$800,000,000
Global Short and Medium Term Note Program
This Offering Memorandum ("Offering Memorandum") describes the terms and conditions applicable to our U.S.$800,000,000 short and medium
term note program (the "Program"). Under the Program, we will offer non-convertible notes (the "Notes"), up to an aggregate principal amount of
U.S.$800,000,000 at any time outstanding or the equivalent in a Specified Currency (as defined below), in one or more classes, and with the principal
amount, maturity, interest rate and interest payment dates indicated in a relevant Pricing Supplement that will supplement this Offering Memorandum
(each, a "Pricing Supplement"). The relevant Pricing Supplement shall describe the specific terms and conditions of the Notes which supplement,
modify or amend the general terms and conditions set forth in this Offering Memorandum. We may issue Notes in one or more series (each, a "Series")
(i) with fixed interest rates, (ii) with floating interest rates, (iii) at a discount without interest, or (iv) any other method specified in the relevant Pricing
Supplement and in the Notes, and, each Series can comprise one or more classes of Notes (each, a "Class").
We may offer the Notes issued under the Program in exchange for cash or surrender other securities directly or through dealers and agents that we
may designate from time to time. Any such dealers and agents will be set forth in the applicable Pricing Supplement. This Offering Memorandum may
not be used to consummate sales of Notes issued under the Program unless accompanied by the applicable Pricing Supplement. We may retain one or
more dealers or authorized intermediaries to effect distribution of the Notes. We reserve the right to withdraw, cancel or modify any offering of Notes
contemplated by this Offering Memorandum or any Pricing Supplement without notice. This Offering Memorandum may only be used for the purposes
for which it has been published. See "Description of the Notes" in this Offering Memorandum.
The Notes issued under the Program will be our direct, unsecured and unsubordinated obligations and will rank pari passu with our existing and
future unsecured and unsubordinated indebtedness, other than obligations given preferential or senior ranking by statute or by operation of law. The
Notes will constitute non-convertible obligaciones negociables under the Argentine Negotiable Obligations Law No. 23,576, as amended by Argentine
Law No. 23,962 (the "Negotiable Obligations Law"), will be entitled to the benefits set forth therein and subject to the procedural requirements
established therein and will be placed in Argentina in accordance with the Argentine Capital Markets Law No. 26,831 (the "Capital Markets Law") and
the rules issued by the Comisión Nacional de Valores (the "CNV") pursuant to General Resolution No. 622/2013 of the CNV, as amended from time to
time. The establishment of the Program has been authorized by Resolution No. 16,439 of the CNV, dated October 25, 2010 and the extension of the
Program and the increase in size has been authorized by the CNV pursuant to Resolution No. 17,849 dated October 30, 2015.
Investing in the Notes involves risk. See "Risk Factors" in this Offering Memorandum, beginning on page 13, for a discussion of certain
factors to be considered in connection with an investment in the Notes.
This Offering Memorandum does not constitute an offer to sell or a solicitation of an offer to buy any Notes in any jurisdiction to any
person to whom it is unlawful to make the offer or solicitation in such jurisdiction, nor does this Offering Memorandum constitute an invitation
to subscribe for or purchase any Notes. The distribution of this Offering Memorandum or any part of it, including any Pricing Supplement, and
the offering, sale and delivery of the Notes in certain jurisdictions, may be restricted by law. We and the dealers require persons into whose
possession this Offering Memorandum comes to inform themselves about and to observe any such restrictions. For a description of certain
further restrictions on offers, sales and deliveries of Notes and on the distribution of this Offering Memorandum and other offering materials
relating to the Notes, see "Plan of Distribution" and "Transfer Restrictions" in this Offering Memorandum.
We have elected not to rate the Program. The decision to rate a Series of Notes will be made on a series-by-series basis, as set forth in the
applicable Pricing Supplement. See "Ratings" in this Offering Memorandum.
The Notes issued under the Program have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), or any United States or state securities laws. Unless the Notes are registered under the Securities Act, the Notes may be offered only in
transactions that are exempt from registration under the Securities Act and the securities laws of other jurisdictions. Accordingly, we will only offer and
sell Notes registered under the Securities Act or in transactions exempt from registration under the Securities Act to "qualified institutional buyers", as
defined in Rule 144A under the Securities Act ("Rule 144A") ("QIBs") or outside the United States in compliance with Regulation S under the
Securities Act ("Regulation S"). Prospective purchasers are hereby notified that sellers of the Notes may be relying on the exemption from the
provisions of Section 5 of the Securities Act provided by Rule 144A.
Application will be made for the Notes to be listed on Bolsas y Mercados Argentinos S.A. ("BYMA"), and/or to be admitted to trading on the
Mercado Abierto Electrónico S.A. ("MAE") and/or in any other market according to the relevant Pricing Supplement. Application may also be made to
have the Notes listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF Market of the Luxembourg
Stock Exchange, for which purposes this Offering Memorandum will constitute a base prospectus and the relevant Pricing Supplement will constitute
the final terms for such Notes. See "General Information" in this Offering Memorandum.
The date of this Offering Memorandum is June 22, 2017.

TABLE OF CONTENTS
NOTICE TO INVESTORS ................................................................................................................................ ii
ANTI-MONEY LAUNDERING REGULATIONS ........................................................................................... vi
AVAILABLE INFORMATION ..................................................................................................................... viii
FORWARD-LOOKING STATEMENTS ......................................................................................................... ix
PRESENTATION OF FINANCIAL AND OTHER INFORMATION ................................................................ x
SUMMARY ...................................................................................................................................................... 1
THE PROGRAM ............................................................................................................................................... 5
SUMMARY CONSOLIDATED FINANCIAL INFORMATION ....................................................................... 9
RISK FACTORS ............................................................................................................................................. 13
EXCHANGE RATES AND EXCHANGE CONTROLS .................................................................................. 32
CAPITALIZATION ........................................................................................................................................ 36
USE OF PROCEEDS ...................................................................................................................................... 37
SELECTED CONSOLIDATED FINANCIAL INFORMATION ..................................................................... 38
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ................................................................................................................................................ 42
OUR BUSINESS ............................................................................................................................................. 65
BOARD OF DIRECTORS AND MANAGEMENT ......................................................................................... 85
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS ..................................................... 94
DESCRIPTION OF THE NOTES .................................................................................................................... 95
PLAN OF DISTRIBUTION .......................................................................................................................... 128
DESCRIPTION OF OUR CAPITAL STOCK ................................................................................................ 134
TRANSFER RESTRICTIONS....................................................................................................................... 135
RATINGS ..................................................................................................................................................... 137
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS ................................................................. 138
FATCA Withholding ..................................................................................................................................... 147
CERTAIN ARGENTINE TAX CONSIDERATIONS .................................................................................... 148
ENFORCEMENT OF CIVIL LIABILITIES .................................................................................................. 155
LEGAL MATTERS ....................................................................................................................................... 155
INDEPENDENT ACCOUNTANTS .............................................................................................................. 155
GENERAL INFORMATION ........................................................................................................................ 156
ANNEX A FORM OF PRICING SUPPLEMENT ....................................................................................... A-1
INDEX TO FINANCIAL STATEMENTS ...................................................................................................... F-1
i

NOTICE TO INVESTORS
Unless otherwise indicated or the context otherwise requires, references herein to "we", "us", "our",
and "Arcor" mean Arcor S.A.I.C. and its consolidated subsidiaries and references to the "Company" mean
Arcor S.A.I.C. only and not to any of its subsidiaries.
We, having made all reasonable inquiries, confirm that this Offering Memorandum and any supplement
or any Pricing Supplement contains or incorporates, and will contain and incorporate at its respective date,
all information with regard to us, our subsidiaries (as defined in "Our Business--Structure and
Organization"), the industries in which we are involved and their regulations, the Republic of Argentina
("Argentina") and its economy, and the Notes, that is material in the context of the issuance and offering of
the Notes, is true and accurate in all material respects and is not misleading and that there are no other facts,
the omission of which would make this Offering Memorandum as a whole or any of such information
misleading in any material respect. Notwithstanding the foregoing, the information provided in this Offering
Memorandum that relates to Argentina or other countries in which we operate and their respective
economies is based solely upon publicly available information, and we do not make any representation or
warranty with respect thereto.
We do not intend this Offering Memorandum, any relevant Pricing Supplement or any other
information supplied in connection herewith, to provide the basis of any credit or other evaluation, nor
should it be considered as a recommendation by us or by any dealer that any recipient of this Offering
Memorandum or any other such information should purchase the Notes. You are advised to make, and shall
be deemed to have made, your own independent investigation of our financial condition and affairs, and your
own appraisal of our creditworthiness. The dealers expressly do not undertake to review our financial
condition or affairs during the life of the Notes or to advise any investor in the Notes of any information that
comes to their attention.
You should only rely on the information contained in this Offering Memorandum and any relevant
Pricing Supplement. Neither we nor the dealers or their agents, if any, have authorized any person to provide
you with different or additional information. If anyone provides you with different or inconsistent
information, you should not rely on it. You should assume that the information appearing in this Offering
Memorandum is accurate as of the date stated on the front cover and not as of any other date. Our business,
financial condition, results of operations and prospects may have changed since such date.
Neither we nor any dealer, if any, make any representation regarding the legality of your purchase of, or
exchange for, Notes under applicable investment or similar laws, and you should not construe the contents of
this Offering Memorandum as legal, tax or investment advice. You are advised to consult your own attorney,
accountant and business adviser as to legal, tax, business, financial and related matters concerning the
purchase of Notes. You should be aware that you may be required to bear the financial risk of this
investment for an indefinite period of time.
Unless otherwise provided in the relevant Pricing Supplement with respect to a particular Series of
Notes, the Notes of each Series sold outside the United States in reliance upon Regulation S will be
represented by a global note in fully registered form, without interest coupons (the "Regulation S Global
Note"), deposited with a custodian for, and registered in the name of, a nominee of The Depository Trust
Company ("DTC") or Euroclear Bank, S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme
("Clearstream, Luxembourg"). The Notes of each Series sold to, or exchanged by, QIBs in reliance on Rule
144A under the Securities Act will be represented by a restricted global note in registered form, without
interest coupons (the "Restricted Global Note" and, together with the Regulation S Global Note, the
"Registered Global Notes"), deposited with a custodian for, and registered in the name of a nominee of,
DTC. Notes represented by the Registered Global Notes may trade in DTC's Same-Day Funds Settlement
System and secondary market trading activity in such Notes will therefore settle in immediately available
funds. Beneficial interests in the Registered Global Notes will be shown on, and transfers thereof will be
effected only through, records maintained by DTC and its participants, including depositaries for Euroclear
and Clearstream, Luxembourg or by Euroclear or Clearstream, Luxembourg, as the case may be. Except in
certain limited circumstances described in this Offering Memorandum, Notes in certificated form will not be
ii

issued in exchange for interests in the Registered Global Notes. See "Description of the Notes--Form and
Denomination".
Each U.S. person who purchases Notes or receives Notes that bear a restrictive legend will be deemed
to (i) represent that such person is purchasing or otherwise receiving the Notes for its own account or for the
benefit of an account with respect to which it exercises sole investment discretion and that it or such account
is a QIB and (ii) acknowledge that the Notes have not been and will not be registered under the Securities
Act and may not be reoffered, resold, pledged or otherwise transferred except (A) in compliance with Rule
144A to a person who the seller reasonably believes is a QIB, (B) outside the United States in compliance
with Regulation S or (C) pursuant to an exemption from registration under the Securities Act provided by
Rule 144 thereunder (if available), in each case in accordance with any applicable securities laws of any state
of the United States or any other jurisdiction. For a description of these and certain further restrictions on
offers and sales of the Notes and distribution of this Offering Memorandum, see "Plan of Distribution" and
"Transfer Restrictions". Additional restrictions will be described in the relevant pricing supplement or the
Pricing Supplement, as applicable.
The Notes have not been approved or disapproved by the U.S. Securities and Exchange Commission
("SEC"), any state securities commission in the United States or any other U.S. regulatory authority, nor
have any of the foregoing authorities passed upon or endorsed the merits of an offering of Notes or the
accuracy or the adequacy of this Offering Memorandum. Any representation to the contrary is a criminal
offense in the United States.
The Program was approved by our shareholders at meetings held on February 27, 2010 and
November 28, 2014, by our Board of Directors at meetings held on August 3, 2010, October 12, 2010 and
October 24, 2014 and its updates were approved by our Board of Directors at meetings held on
February 23, 2012, June 17, 2013, June 5, 2014, April 14, 2015, July 13, 2015 and June 10, 2016. Offers of
the Notes to the public in Argentina will be made using a substantially similar offering memorandum in the
Spanish language (the "Argentine Offering Memorandum").
It is a requirement for offers of Notes to the public in Argentina that the following statements appear:
The creation of the Program has been authorized by the CNV pursuant to Resolution No. 16,439 dated
October 25, 2010 and the extension of the Program and the increase in size has been authorized by the CNV
pursuant to Resolution No. 17,489 dated October 30, 2015. Such authorization only means that all
requirements related to information have been met. The CNV has not passed judgment upon the accuracy or
adequacy of the information contained in the Argentine Offering Memorandum. The accuracy of all
accounting, financial and economic information, as well as all other information contained therein, is the
exclusive responsibility of the Board of Directors of the Company and, in respect of the financial statements
included elsewhere in the Argentine Offering Memorandum, the Supervisory Committee. The Board of
Directors of the Company confirms under oath that the Argentine Offering Memorandum contains, as of the
date of its publication, accurate and sufficient information concerning all material facts which may affect the
economic and financial condition and the net worth of the Company and all other information that must be
furnished to investors in relation to the issuance of the Notes in accordance with applicable Argentine law.
The Argentine Offering Memorandum has not been reviewed nor approved by the Luxembourg Stock
Exchange.
Pursuant to Argentine Law No. 24,587, which became effective on November 22, 1995, Argentine
companies are not permitted to issue securities in bearer form. Securities may be represented by global or
individual certificates or registered or deposited with common depositary systems authorized by the CNV.
Pursuant to CNV rules, each of DTC, Euroclear, Clearstream, Luxembourg, SEGA-Schweitzerische Effekten
Giro A.G.--Swiss Securities Clearing Corporation and Caja de Valores S.A. have been authorized as
common depositary systems for purposes of Argentine Law No. 24,587. Unless those regulations are
changed, we will only issue Notes fulfilling such requirements, including the requirements set forth in
Article 7 of the Negotiable Obligations Law.
iii

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.
European Economic Area
In relation to each Member State of the European Economic Area which has implemented the
Prospectus Directive (each, a "Relevant Member State"), each dealer will be required to represent and agree
that, with effect from and including the date on which the Prospectus Directive is implemented in that
Relevant Member State (the "Relevant Implementation Date"), it has not made and will not make an offer of
Notes which are the subject of the offering contemplated by this Offering Memorandum as completed by the
Pricing Supplement in relation thereto to the public in that Relevant Member State, except that it may, with
effect from and including the Relevant Implementation Date, make an offer of such Notes to the public in
that Relevant Member State:
(i) if the Pricing Supplement in relation to the Notes specifies that an offer of those Notes may be
made other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member
State (a "Non-exempt Offer"), following the date of publication of a prospectus in relation to such
Notes which has been approved by the competent authority in that Relevant Member State or,
where appropriate, approved in another Relevant Member State and notified to the competent
authority in that Relevant Member State, provided that any such prospectus has subsequently been
completed by the Pricing Supplement contemplating such Non-exempt Offer, in accordance with
the Prospectus Directive, in the period beginning and ending on the dates specified in such
prospectus or Pricing Supplement, as applicable and the Issuer has consented in writing to its use
for the purpose of that Non-exempt Offer;
(ii) at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(iii) at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in
the Prospectus Directive), subject to obtaining the prior consent of the relevant dealer or dealers
nominated by us for any such offer; or
(iv) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive;
provided that no such offer of Notes referred to in (ii) to (iv) above shall require us or any dealer to publish a
prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article
16 of the Prospectus Directive.
For purposes of the foregoing provision, the expression "an offer of Notes to the public" in relation to
any Notes in any Relevant Member State means the communication in any form and by any means of
sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to
decide to purchase or subscribe the Notes, as the same may be varied in that Member State by any measure
implementing the Prospectus Directive in that Member State, the expression "Prospectus Directive" means
Directive 2003/71/EC (and amendments thereto, including by Directive 2010/73/EU), and includes any
relevant implementing measure in the Relevant Member State.
iv

Other Jurisdictions
The distribution of this Offering Memorandum and the offering described herein may be restricted by
law in certain jurisdictions. Persons into whose possession this Offering Memorandum comes are required
by us to inform themselves about and to observe any such restrictions.
Enforceability of Judgments
We are incorporated in Argentina. All of our directors and the majority of our executive officers reside
outside of the United States and substantially all of our assets are located outside of the United States. As a
result, it may not be possible for you to effect service of process within the United States upon these persons
or to enforce against them or us in U.S. courts judgments predicated upon the civil liability provisions of
U.S. federal securities laws. We have been advised by our Argentine counsel, Muñoz de Toro Abogados,
that there is doubt as to the enforceability, in original actions in Argentine courts, of liabilities predicated
solely upon U.S. federal securities laws and as to the enforceability in Argentine courts of judgments of U.S.
courts obtained in actions predicated upon the civil liability provisions of U.S. federal securities laws. The
enforcement of such judgments will be subject to compliance with certain requirements under Argentine
law, including the condition that such judgments do not violate Argentine public policy.
IN CONNECTION WITH THE ISSUE OF ANY SERIES OF NOTES, THE DEALER (IF ANY)
NAMED AS THE STABILIZING MANAGER (THE "STABILIZING MANAGER") (OR PERSONS
ACTING ON BEHALF OF ANY STABILIZING MANAGER) IN THE APPLICABLE PRICING
SUPPLEMENT 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. THESE TRANSACTIONS WILL BE CARRIED OUT
ONLY AFTER THE PURCHASE OF THE NOTES IN THE OPEN MARKET TAKES PLACE
PURSUANT TO THE TERMS AND CONDITIONS SET FORTH IN TITLE II, ARTICLE II,
SECTION III, SUBSECTION 11 OF GENERAL RESOLUTION NO. 622/2013 OF THE CNV, AS
AMENDED AND SUPPLEMENTED AND IN ACCORDANCE WITH ANY OTHER APPLICABLE
LAWS AND RULES. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILIZING
MANAGER (OR PERSONS ACTING ON BEHALF OF A STABILIZING MANAGER) WILL
UNDERTAKE STABILIZATION ACTION. ANY STABILIZATION ACTION MAY BEGIN ON OR
AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE
OFFER OF THE RELEVANT TRANCHE IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY
TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 CALENDAR DAYS AFTER
THE DATE OF THE PURCHASE OF THE RELEVANT TRANCHE IN THE OPEN MARKET.
ANY STABILIZATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE
RELEVANT STABILIZING MANAGER (OR PERSONS ACTING ON BEHALF OF ANY
STABILIZING MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
v

ANTI-MONEY LAUNDERING REGULATIONS
Argentine Law No. 25,246 (as amended by Argentine Law No. 26,087, Law No. 26,119, Law No.
26,268 and Law No. 26,683) (the "Argentine Anti-Money Laundering Law") categorizes money laundering
as a crime under the Argentine Criminal Code, which defines money laundering as the exchange, transfer,
management, sale or other use of money or other assets obtained through a crime, with the possible result
that such assets or the substituted assets appear to have been obtained from legitimate sources, provided the
aggregate value of the assets exceeds, individually or in the aggregate, Ps.300,000. The Argentine Anti-
Money Laundering Law allows the Argentine Government to criminally charge individuals and legal entities
with money laundering irrespective of their involvement in the crime that originated the assets involved in
the money laundering activities.
The Argentine Criminal Code has established the following penalties in connection with money
laundering offenses:
(i) imprisonment for three to ten years and fines of two to ten times the amount of the transaction;
(ii) the penalty provided in item (i) shall be increased by one third of the maximum and a half of
the minimum, when (a) the person carries out the act on a regular basis or as a member of an
association or gang organized with the aim of continuously committing acts of a similar nature,
and (b) the person is a governmental officer who carries out the act in the course of his duties;
and
(iii) if the value of the assets does not exceed Ps.300,000, the penalty shall be imprisonment for six
months to three years.
The Argentine Criminal Code also provides that if an individual is found to have committed a crime,
including the crime of money laundering, for the purpose of terrorizing the population or compelling
national public authorities or foreign governments or agents of an international organization to perform an
act, or refrain from performing an act, the corresponding criminal penalties will be doubled. However, the
additional penalty will not apply to an act or acts that took place in furtherance of human and/or social rights
or any other constitutional right.
In order to prevent the laundering of assets obtained from criminal acts and related to terrorist
organizations, the Argentine Anti-Money Laundering Law created the Unidad de Información Financiera
(Financial Information Unit or "UIF"), an agency within the Argentine Ministry of Justice and Human
Rights. Under Decree 1,936/10, the UIF was charged with enforcing, coordinating and directing the
Argentine Anti-Money Laundering Law at the national, provincial and municipal levels. The UIF has the
power to direct the public entities mentioned in Section 12 of the Argentine Anti-Money Laundering Law
and to represent Argentina before several international agencies, including GAFI, GAFISUD and OEA.
The UIF has the power to request all reports, documents, records and other information that it may
deem useful to comply with its duties from any public body at the national, provincial or municipal levels as
well as from any individual or legal entity, public or private. If such requests are not complied with within a
fixed term, the UIF is authorized to fine non-compliers and request the public prosecutor to obtain a judicial
order to search and seize such reports, documents, records and information.
The Argentine Anti-Money Laundering Law, together with UIF Resolutions 121/2011 and
229/2011, provide that (i) those required to provide information shall not withhold from the UIF any
banking, professional or market secrets, nor legal or contractual confidentiality obligations, within the ambit
of suspicious activities that must be reported; and (ii) the UIF shall communicate suspicious activities to
Argentine Ministry of Justice and Human Rights in order to determine whether to take legal action whenever
analysis of reported activities confirms the suspicion of money laundering.
vi

The Argentine Anti-Money Laundering Law provides that banking, trading or professional duties of
secrecy or legal or contractual confidentiality commitments do not excuse compliance with the obligation to
provide information to the UIF in connection with an investigation of questionable transactions.
The anti-money laundering legal framework also assigns information and control duties to certain
private sector entities, such as banks, broker-dealers, trading companies and insurance companies. According
to UIF's resolutions currently in place, such entities have the obligations to, among others: obtain documents
that indisputably prove their client's identity, legal status, domicile and other information concerning their
operations; report any suspicious activity or operation; keep any monitoring activities in connection with a
proceeding pursuant to the Argentine Anti-Money Laundering Law confidential from both clients and third
parties; periodically produce reports of suspicious operations.
Pursuant to Decree No. 360/2016 of February 16, 2016, the "National Coordination Program for
Combating Money Laundering and Financing of Terrorism" was created under the purview of the Argentine
Ministry of Justice and Human Rights. This program will aim to reorganize, coordinate and strengthen the
National System of Anti-Money Laundering and Combating the Financing of Terrorism, with a focus on the
specific risks that may impact Argentina and global demands for greater efficacy in meeting international
obligations and recommendations established by the United Nations Conventions and Financial Action Task
Force.
Also, any persons organized, domiciled or resident in dominions, jurisdictions, territories or associated
States, which act in their original jurisdiction in the capacity of brokers registered with a self-regulated or
authorized entity subject to the monitoring and supervision of an agency whose functions are similar to those
of the CNV, may carry out transactions under the public offering regime provided that they furnish evidence
that such agency of its original jurisdiction has subscribed a memorandum of understanding, cooperation and
information exchange with the CNV.
Interested investors may be required to furnish to us and any dealers we appoint, if any, all the
information and documents that they are required to submit, or such information and documents that we and
such dealers, if any, may require in order to comply with criminal law and other money laundering laws and
regulations, including capital market regulations for the prevention of money laundering issued by the UIF
and similar regulations issued by the CNV and/or the Banco Central de la República de Argentina (the
"Central Bank").
We and such dealers, if any, reserve the right to reject orders from any investor if we believe that such
regulations have not been complied with to our/their full satisfaction.
We advise you to consult with your own legal advisors and to read the regulations summarized above,
which may be found at the following websites: http://www.mecon.gob.ar, http://www.infoleg.gob.ar,
http://www.bcra.gob.ar, http://www.cnv.gob.ar and http://www.uif.gob.ar.
vii

AVAILABLE INFORMATION
To permit compliance with Rule 144A in connection with resale of Notes that are "restricted securities"
within the meaning of Rule 144(a)(3) under the Securities Act, we will furnish, upon the request of a holder
or beneficial owner of a Note or a prospective purchaser designated by such holder, the information required
to be delivered by Rule 144A(d)(4) under the Securities Act unless, at the time of such request, we are either
a reporting company under Section 13 or Section 15(d) of the U.S. Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or are furnishing to the SEC the information required by Rule 12g3-2(b)
under the Exchange Act.
viii

FORWARD-LOOKING STATEMENTS
This Offering Memorandum contains certain "forward-looking statements" within the meaning of the
U.S. Private Securities Litigation Reform Act of 1995. Certain information included in this Offering
Memorandum contains information that is forward-looking, including but not limited to:
·
our expectations for future changes related to matters affecting our business;
·
our expectations for our future performance, revenues, income, capital expenditures, dividends,
liquidity and capital structure; and
·
the impact of inflation and currency volatility on our financial condition and results of operations.
Forward-looking statements may also be identified by words such as "may," "will," "believe,"
"expect," "anticipate," "project," "intend," "should," "seek," "estimate," "future" or similar expressions.
These statements discuss future expectations, contain projections of results of operations or of financial
conditions or state other forward-looking information. Forward-looking statements are subject to various
risks and uncertainties. When considering forward-looking statements, you should keep in mind the factors
described in "Risk Factors" and other cautionary statements appearing in "Management's Discussion and
Analysis of Financial Condition and Results of Operations" below. These "Risk Factors" and other
statements describe circumstances that could cause results to differ materially from those contained in any
forward-looking statement. The risks and uncertainties include, but are not limited to:
·
uncertainties relating to political and economic conditions in Argentina or in other jurisdictions that
could affect our results of operations;
·
inflation and exchange rate risks, including fluctuations in the value of the peso or other currencies
that could affect our results of operations;
·
the impact of competition in the markets in which we operate;
·
the impact of regulatory reform and changes in the regulatory environment in which we operate;
·
restrictions on the ability to exchange pesos into foreign currencies or to transfer funds abroad;
·
the impact of actions taken by third parties, including courts and other governmental authorities;
·
the impact and uncertainties related to increased costs and inflation controls in Argentina; and
·
additional matters identified in "Risk Factors".
Our actual results may differ materially from the results discussed in these forward-looking statements
because such statements, by their nature, involve estimates, assumptions and uncertainties. The forward-
looking statements contained in this Offering Memorandum speak only as of the date of this Offering
Memorandum, and we do not undertake any obligation to update any forward-looking statement or other
information to reflect events or circumstances occurring after the date of this Offering Memorandum or to
reflect the occurrence of unanticipated events.
ix