Obligation Telefónica Argentina 8.5% ( USP9028NAZ44 ) en USD

Telefónica Argentina

100 % ▼

Argentine

USP9028NAZ44 ( en USD )

8.5% par an ( paiement semestriel )

06/08/2025

Prospectus brochure de l'obligation Telecom Argentina USP9028NAZ44 en USD 8.5%, échéance 06/08/2025

1 000 USD

388 871 000 USD

P9028NAZ4

B- ( Très spéculatif )

N/A

06/08/2025 ( Dans 57 jours )

Telecom Argentina est la principale société de télécommunications d'Argentine, offrant des services de téléphonie fixe et mobile, d'internet et de télévision par câble à des clients résidentiels et entreprises.

L'Obligation émise par Telefónica Argentina ( Argentine ) , en USD, avec le code ISIN USP9028NAZ44, paye un coupon de 8.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 06/08/2025
L'Obligation émise par Telefónica Argentina ( Argentine ) , en USD, avec le code ISIN USP9028NAZ44, a été notée B- ( Très spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

Telecom Argentina S.A.

U.S.$135,425,000 8.500% Senior Amortizing Notes due 2025

The offer to exchange Old Notes (as defined below) and the Consent Solicitation (as defined below) will expire at
11:59 p.m. (New York City time) on August 3, 2020 (such date and time, as the same may be extended, the
"Expiration Date"). In order to be eligible to receive the Early Participation Payment (as defined below), Eligible
Holders (as defined below) of Old Notes must validly tender their Old Notes and deliver their Proxies (as defined
below) and not validly withdraw or revoke, as applicable, on or prior to 5:00 p.m., New York City time, on July 20,
2020 (such date and time, as the same may be extended, the "Early Participation Date"). Eligible Holders of Old
Notes who validly tender their Old Notes and deliver their Proxies after the Early Participation Date, but on or prior
to the Expiration Date will be eligible to receive only the Late Participation Payment (as defined below). 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validly tendered and Proxies validly delivered may be validly withdrawn or revoked, as applicable, at any time prior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 July 20, 2020 unless extended by us in our sole discretion (such date and time,
as the same may be extended, the "Withdrawal Date"), but not thereafter.

Aggregate

Principal
Early Cash
Late Cash

Principal
Amount of
Consideration
Consideration
Series of Notes(1)
ISIN
CUSIP
Amount
New Notes (2)
(2)

(2)
6.500% Senior Notes due 2021 US12686NAT28 / 12686NAT2 /
$465,853,000

$700

$320

$250
USP19157AR03
P19157AR0

______________________
(1) The Old Notes are currently listed on the Luxembourg Stock Exchange and traded on its Euro MTF Market and are listed
on the ByMA (as defined below) and are traded on the MAE (as defined below).
(2) Per U.S.$1,000 principal amount of Old Notes validly tendered and accepted for exchange. The Exchange Consideration
(as defined below) does not include the Accrued Interest Payment (as defined below).

Telecom Argentina S.A., ("Telecom", the "Company" or the "Issuer") a corporation (sociedad anónima) organized under the laws
of Argentina hereby offers to Eligible Holders to exchange (the "Exchange Offer") upon the terms and subject to the conditions set
forth in this Listing Memorandum (as it may be amended or supplemented from time to time, the "Listing Memorandum"), the
eligibility letter (the "Eligibility Letter"), in the case of Argentine Entity Offerees and Non-Cooperating Jurisdiction Offerees, the
letter of transmittal (the "Letter of Transmittal"), 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 the Listing Memorandum
and the Eligibility Letter constitute the "Exchange Offer and Consent Solicitation Documents") any and all of the Company's
outstanding 6.500% Senior Notes due 2021 (the "Old Notes") for the consideration set forth in the table above.
Concurrently with the Exchange Offer, Telecom intends to offer for cash up to U.S.$250,000,000 aggregate principal
amount of New Notes (the "New Money Notes") within the United States to QIBs (as defined below) in reliance on the
exemption from registration provided by Rule 144A under the Securities Act, and to persons other than U.S. Persons (as
defined below) in offshore transactions in reliance on Regulation S under the Securities Act in the Concurrent New Money
Offering (as defined below). The New Money Notes so offered will have identical terms and conditions as the New Notes
offered in this Exchange Offer, will have the same ISIN, CUSIP and Common Code numbers, will be fungible for U.S.
federal income tax purposes, and will constitute a single series and vote as a single class of debt securities with the New
Notes under the New Notes Indenture (as defined below).
You should consider the risk factors beginning on page 28 of this Listing Memorandum before you decide whether to
participate in the Exchange Offer and invest in the New Notes.

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
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 (1) 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 (2) outside the United States, to holders of Old Notes
other than "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 who
are Non-U.S. qualified offerees (as defined under "Transfer Restrictions") other than Argentine Entity Offerees (as defined below),
Non-Cooperating Jurisdiction Offerees (as defined below) and Eligible Canadian Holders (as defined in the Eligibility Letter),
(3) outside the United States, to Argentine Entity Offerees, (4) outside the United States, to Non-Cooperating Jurisdiction Offerees,
and (5) outside the United States, to Eligible Canadian Holders (as defined in the Eligibility Letter). Only holders of Old Notes
who have returned a duly completed Eligibility Letter (as defined below) certifying that they are within one of the categories
described in the immediately preceding sentence are authorized to receive and review this Listing Memorandum and to
participate in the Exchange Offer and the Consent Solicitation (such holders, "Eligible Holders").
For a description of the New Notes, please refer to "Description of the New Notes."
This Listing Memorandum is being provided for informational use solely in connection with the consideration of the Exchange
Offer and an investment in the New Notes only (i) to holders of Old Notes that are 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 other than 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 who are Non-U.S. qualified offerees
(as defined under "Transfer Restrictions"). For a description of certain restrictions on resale and transfer of the New Notes, see
"Transfer Restrictions" in this Listing Memorandum.
The ability of certain Eligible Holders outside the United States to participate in the Exchange Offer and the Consent Solicitation
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 the Exchange Offer are required to complete, sign and
submit to the Information and Exchange Agent a Letter of Transmittal in the form attached as Exhibit A hereto. See "Taxation
Certain Argentine Tax Considerations."
The Luxembourg Stock Exchange has only scrutinized and approved the sections of the Listing Memorandum 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 provided for informational purposes only. This Listing Particular constitutes a
prospectus for purposes of Part IV of the Luxembourg law dated July 16th 2019 on prospectuses for securities.
_________
______________________

Joint Dealer Managers

Citi
Santander
HSBC
Itaú BBA
J.P. Morgan

Listing Memorandum dated September 1, 2020

ii

The Exchange Offer
Eligible Holders who validly tender their Old Notes and deliver their related Proxies on or prior to the Early Participation
Date will be eligible to receive, for each $1,000 principal amount of Old Notes so tendered, a principal amount of new notes (the
"New Notes") set forth in the table on the cover under the heading "Principal Amount of New Notes" (the "New Notes
Consideration") plus an amount of cash set forth in the table on the cover under the heading "Early Cash Consideration" (the "Early
Cash Consideration" and, together with the New Notes Consideration, the "Early Participation Payment"). Eligible Holders who
validly tender Old Notes and deliver their related Proxies after the Early Participation Date but on or prior to the Expiration Date
will be eligible to receive, for each $1,000 principal amount of Old Notes so tendered, the New Notes Consideration and only an
amount of cash set forth in the table above under the heading "Late Cash Consideration" (the "Late Cash Consideration" and,
together with the New Notes Consideration, the "Late Participation Payment"). We refer to the Early Participation Payment and
the Late Participation Payment as the "Exchange Consideration". Eligible Holders whose Old Notes are accepted for exchange in
the Exchange Offer will also receive accrued and unpaid interest in respect of such exchanged Old Notes from the last interest
payment date to, but not including, the Settlement Date (as defined below) (such payment, the "Accrued Interest Payment").
The consummation of the Exchange Offer and Consent Solicitation for Old Notes is conditioned upon, among other
conditions, the satisfaction of the Minimum Issuance Condition (as defined below). See "Description of the Exchange Offer--
Conditions to the Exchange Offer."
The New 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 New Notes will be subordinated to all of our existing and future secured
obligations to the extent of the value of the assets securing such obligations, and to all of the existing and future obligations of
our subsidiaries.
The 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 (the "Negotiable Obligations Law"), Law No.
26,831, as amended (the "Argentine Securities Law"), the General Resolution No. 622/2013, as amended, issued by the Comisión
Nacional de Valores, the Argentine Securities Commission (the "CNV") (the "Resolution 622"), and any other applicable laws
and regulations of the Republic of Argentina ("Argentina").
We have applied to have the New Notes listed on the Bolsa y Mercados Argentinos S.A. ("ByMA") and to have the
New Notes admitted to trading on the Argentine over the counter market, the Mercado Abierto Electrónico S.A. (the "MAE").
There can be no assurances that these applications will be accepted.
The New Notes will constitute our Series 5 notes issued under our U.S.$3,000,000,000 Global Note Program authorized
by the CNV by Resolution No. 19,481 dated April 19, 2018 (the "Program"). The CNV authorization means only that the
information contained in the Argentine Offering Memorandum (as defined below) relating to the public offering of the New Notes
comply with the information requirements of the CNV. The CNV has not rendered and will not render any opinion with respect to
the accuracy of the information contained in the Argentine Offering Memorandum. The CNV has not rendered and will not render
any opinion with respect to information contained in this Listing Memorandum. The accuracy of all the information contained
herein is our responsibility. To the best of our knowledge, the information contained herein is true and correct in all material
respects and is not misleading and it does not omit facts the omission of which makes this Listing Memorandum as a whole
misleading.
The Consent Solicitation
In conjunction with the Exchange Offer, we are also soliciting proxies (the "Proxy" or the "Proxies") from the Eligible
Holders of Old Notes to vote, upon the terms and subject to the conditions set forth in the Exchange Offer and Consent
Solicitation Documents and the accompanying proxy form (the "Proxy Form"), in favor of the resolution for the approval of the
proposed amendments (the "Proposed Amendments") to the Old Notes Indenture (as defined below) and the Old Notes (the
"Consent Solicitation" and together with the Exchange Offer, the "Exchange Offer and Consent Solicitation"). We intend to
convene an extraordinary meeting (the "Noteholders Meeting") of the Holders (as defined in the Old Notes Indenture) of our
outstanding Old Notes, expected to be held in Buenos Aires, Argentina, on or about August 5, 2020 on First Call (as defined
below) and on a later date, or a later time on the same date, to be determined by us on Second Call (as defined below) in case of
lack of a requisite quorum on First Call, to consider and vote on the Proposed Amendments.
We are conducting the Exchange Offer and the Consent Solicitation contemporaneously. If you tender your Old
Notes in the Exchange Offer, you must also deliver your Proxies pursuant to the Consent Solicitation and holders who wish
to deliver their Proxies pursuant to the Consent Solicitation must tender their Old Notes in the Exchange Offer. To
participate in the Exchange Offer and Consent Solicitation, Eligible Holders who tender Old Notes must also deliver a
iii

Power of Attorney in respect of such Old Notes to be voted in favor of the Proposed Amendments. Holders who do not
validly deliver Proxy Documents in the Exchange Offer and Consent Solicitation will nevertheless be bound by the Proposed
Amendments if they become effective.

iv

IMPORTANT INFORMATION
This Listing Memorandum contains important information that Eligible Holders are urged to read before any
decision is made with respect to the Exchange Offer and the Consent Solicitation. Any questions regarding procedures
for tendering Old Notes or requests for additional copies of this Listing Memorandum, the Eligibility Letter and the
Proxy Documents should be directed to the Information and Exchange Agent (as defined below). Copies of this
Listing Memorandum, the Eligibility Letter, the Letter of Transmittal and the Proxy Documents are available for
Eligible Holders at the following web address: https://gbsc-usa.com/eligibility/telecom.
Telecom hereby invites all Eligible Holders of outstanding Old Notes to exchange, upon the terms and subject
to the conditions set forth in the Exchange Offer and the Consent Solicitation Documents, their Old Notes for New
Notes and cash, all as described below under "Description of the Exchange Offer and the Consent Solicitation --
Exchange Consideration."
In conjunction with the Exchange Offer, we are also soliciting Proxies from the Eligible Holders of Old Notes
to vote, upon the terms and subject to the conditions set forth in the Exchange Offer and Consent Solicitation
Documents and the accompanying Proxy Form, in favor of the resolution for the approval of the Proposed
Amendments to the Old Notes Indenture and the Old Notes. We intend to convene a Noteholders Meeting of the
holders of our outstanding Old Notes, expected to be held in Buenos Aires, Argentina, on or about August 5, 2020 on
First Call (as defined below) and on a later date, or a later time on the same date, to be determined by us on Second
Call (as defined below) in case of lack of a requisite quorum on First Call, to consider and vote on the Proposed
Amendments.
Subject to applicable law, the Exchange Offer and the Consent Solicitation may be amended, extended or,
upon failure of a condition to be satisfied or waived prior to the Expiration Date, terminated individually.
Old Notes may be tendered and will be accepted for exchange only in principal amounts equal to minimum
denominations of $1,000 and integral multiples of $1,000 in excess thereof. No alternative, conditional or contingent
tenders will be accepted.
Subject to the terms and conditions of the Exchange Offer and Consent Solicitation being satisfied or waived,
and to our right to extend, amend, terminate or withdraw the Exchange Offer, we will, after the Expiration Date (the
"Acceptance Date"), accept for exchange all Old Notes validly tendered at or before the Expiration Date and not
validly withdrawn at or before the Withdrawal Date. We will pay the Exchange Consideration for Old Notes accepted
for exchange at the Acceptance Date on the Settlement Date. Also, on the Settlement Date, we will pay accrued and
unpaid interest, and additional amounts, if any, to, but not including, the Settlement Date, on Notes accepted for
exchange at the Acceptance Date.
Unless the context indicates otherwise, all references to a valid tender of Old Notes in this Listing
Memorandum shall mean that such Old Notes have been validly tendered, at or prior to the Expiration Date
and such tender has not been validly withdrawn.
Eligible Holders who represent to be Argentine Entity Offerees or Non-Cooperating Jurisdiction Offerees
when submitting the Agent's Message and the applicable Letter of Transmittal may be subject to certain tax
withholdings in respect of interest collected on, and gains or losses resulting from the tendering of the Old Notes. See
"Taxation Certain Argentine Tax Considerations". Such Argentine Entity Offerees and Non-Cooperating
Jurisdiction Offerees are not eligible to receive additional amounts in respect of any such tax withholdings. Any
Accrued Interest Payment (as defined below) due to Argentine Entity Offerees or Non-Cooperating Jurisdiction
Offerees who tender Old Notes in the Exchange Offer will be subject to the applicable tax withholding at an effective
withholding tax rate of 6% (subject to the withholding regime established by the General Resolution (AFIP) No.
830/2000), and 35%, respectively. Any Exchange Consideration or Cash Rounding Payments due to Non-Cooperating
Jurisdiction Offerees who tender Old Notes in this Exchange Offer will be subject to the applicable tax withholding
at an effective withholding tax rate of 31.5%. Neither the Company nor any of its agents or affiliates will be required
to pay any additional amounts or other gross-up amounts in respect of such tax withholdings to the Argentine Entity
Offerees or Non-Cooperating Jurisdiction Offerees.
In the case of tax withholding applicable to any Exchange Consideration or Cash Rounding Amount in
accordance with this Listing Memorandum and the preceding paragraph, the Company will deduct the relevant amount
from the cash payments payable to those Non-Cooperating Jurisdiction Offerees who validly tender their Old Notes
v

and are accepted by the Company in the Exchange Offer and the Consent Solicitation. If the total amount of the cash
payments is withheld by the Company for the purposes of the applicable tax withholding, any outstanding amounts
thereunder will be deducted by the Company from the Exchange Consideration, in a principal amount of New Notes
equal to the remaining amount of the applicable tax withholding. In the event that any such tax withholdings are made
by the Company on behalf of any Argentine Entity Offeree or any Non-Cooperating Jurisdiction Entity, the Company
will make available, at the request of such Argentine Entity Offeree or any Non-Cooperating Jurisdiction Entity,
evidence of payment to the Argentine tax authority ("AFIP") of such withholdings.
Compliance with "Short Tendering" Rule
It is a violation of Rule 14e-4 promulgated under the Securities Exchange Act of 1934 (as amended, the
"Exchange Act") for a person, directly or indirectly, to tender Old Notes for its own account unless the person so
tendering (a) has a net long position equal to or greater than the aggregate principal amount of the Old Notes being
tendered and (b) will cause such Old Notes to be delivered in accordance with the terms of the Exchange Offer.
Rule 14e-4 provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person.
A tender of Old Notes in the Exchange Offer under any of the procedures described above will constitute a
binding agreement between the tendering Eligible Holder and us with respect to such Exchange Offer upon the terms
and subject to the conditions of such Exchange Offer, including the tendering Eligible Holder's acceptance of the
terms and conditions of such Exchange Offer, as well as the tendering Eligible Holder's representation and warranty
that (a) such Eligible Holder has a net long position in the Old Notes being tendered pursuant to such Exchange Offer
within the meaning of Rule 14e-4 under the Exchange Act and (b) the tender of such Old Notes complies with
Rule 14e-4.

vi

Important Dates and Times
Please take note of the following important dates and times in connection with the Exchange Offer.
Date
Time and Calendar Date
Event
Commencement of
July 7, 2020
The Exchange Offer and Consent Solicitation is
the Exchange Offer
announced and this Listing Memorandum is made
and Consent
available to Eligible Holders who have returned a
Solicitation
duly completed Eligibility Letter.
Publication of hecho relevante in CNV's website.
Withdrawal Date
5:00 p.m. (New York City time) on
The last time and date for Eligible Holders who
July 20, 2020, unless extended.
have tendered their Old Notes and delivered their
Proxies to withdraw all or a portion of such
tendered Old Notes and revoke the corresponding
Proxies.
Early Participation
5:00 p.m. (New York City time) on
The last time and date for Eligible Holders to
Date
July 20, 2020, unless extended.
tender Old Notes and deliver Proxies and be
eligible to receive the Early Participation Payment.
Notice of Attendance
July 30, 2020
Last date for the Trustee (as defined below) (or any
to Noteholders
of its duly appointed representatives and attorneys-
Meetings on First Call
in-fact) to give notice to us regarding its intent to
attend and vote at the Noteholders' Meeting on
First Call .
Expiration Date
11:59 p.m. (New York City time) on The deadline for Eligible Holders to validly tender
August 3, 2020, unless extended.
Old Notes and deliver Proxies in order to be
eligible to receive the Late Participation Payment.
Acceptance Date
August 4, 2020, unless extended.
We accept for exchange Old Notes validly
tendered at or prior to the Expiration Date pursuant
to the Exchange Offer and Consent Solicitation;
provided that, all conditions of the Exchange Offer
have been satisfied or, where applicable, waived
by us.
Noteholders Meeting
August 5, 2020
The Noteholders' Meeting on First Call is held.
on First Call
vii

Date
Time and Calendar Date
Event
Settlement Date
Expected to be the third business day We issue the New Notes and pay cash to each
after the Expiration Date. The
Eligible Holder whose Old Notes are accepted for
expected Settlement Date is August 6, exchange in the amount of the applicable Early
2020, unless extended.
Participation Payment or Late Participation
Payment and deposit the amount of cash necessary
to pay to each such Eligible Holder the Accrued
Interest Payment (as defined below) in respect of
such Old Notes and we issue the New Money
Notes.
Supplemental
August 6, 2020, unless extended.
We execute Supplemental Indenture (as defined
Indenture Effective
below) shall be duly executed. In the event the
Date
Settlement Date is extended, the issue date,
interest payment dates, record dates, principal
payment dates, optional redemption and other
related dates under the New Notes set forth herein
will be adjusted to reflect such extension.

The above times and dates are subject to our right to extend, amend and/or terminate the Exchange
Offer and Consent Solicitation (subject to applicable law and as provided in this Listing Memorandum).
Eligible Holders of Old Notes are advised to check with any bank, securities broker or other intermediary
through which they hold Old Notes as to when such intermediary would need to receive instructions from an
Eligible Holder in order for that Eligible Holder to be able to participate in, or withdraw their instruction to
participate in, the Exchange Offer and the Consent Solicitation before the deadlines specified in this Listing
Memorandum. The deadlines set by any such intermediary and The Depository Trust Company ("DTC") for
the submission of tender instructions will be earlier than the relevant deadlines specified above.
viii

TABLE OF CONTENTS
Page
ABOUT THIS LISTING MEMORANDUM ................................................................................................................ 2
FORWARD-LOOKING STATEMENTS ..................................................................................................................... 5
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................................ 7
WHERE YOU CAN FIND MORE INFORMATION ................................................................................................ 10
THE COMPANY ........................................................................................................................................................ 11
SUMMARY OF THE EXCHANGE OFFER AND THE CONSENT SOLICITATION ........................................... 16
SUMMARY OF THE NEW NOTES .......................................................................................................................... 25
THE PROPOSED AMENDMENTS ........................................................................................................................... 28
RISK FACTORS ......................................................................................................................................................... 29
EXCHANGE RATE INFORMATION AND EXCHANGE CONTROLS ................................................................. 44
DESCRIPTION OF THE EXCHANGE OFFER AND CONSENT SOLICITATION ............................................... 46
CAPITALIZATION .................................................................................................................................................... 67
COMPARISON OF THE NEW NOTES WITH THE OLD NOTES ......................................................................... 69
DESCRIPTION OF THE NEW NOTES ..................................................................................................................... 78
TRANSFER RESTRICTIONS .................................................................................................................................. 106
TAXATION .............................................................................................................................................................. 111
NOTICE TO CERTAIN NON-U.S. HOLDERS ....................................................................................................... 124
ENFORCEMENT OF CIVIL LIABILITIES ............................................................................................................ 132
LEGAL MATTERS .................................................................................................................................................. 133
INDEPENDENT ACCOUNTANTS ......................................................................................................................... 134
GENERAL INFORMATION .................................................................................................................................... 136
EXHIBIT A ............................................................................................................................................................... A-1
ANNEX A ................................................................................................................................................................. A-1

1

ABOUT THIS LISTING MEMORANDUM
In this Listing Memorandum, unless the context otherwise requires or as otherwise indicated, references to
the "Issuer" and the "Company" mean Telecom Argentina S.A. Terms such as "we", "us" and "our" generally refer
to the Issuer and its consolidated subsidiaries, unless the context requires otherwise or as otherwise indicated.
References herein to "U.S.$" are to the lawful currency of the United States. References herein to "Pesos",
"P$" or "Ps." are to the lawful currency of Argentina.
This Listing Memorandum does not constitute an offer or an invitation by, or on behalf of, us or by, or on
behalf of, the Dealer Managers to participate in the Exchange Offer and Consent Solicitation in any jurisdiction in
which it is unlawful to make such an offer or solicitation in such jurisdiction. The distribution of this Listing
Memorandum and the offering of the New Notes in certain jurisdictions may be restricted by law. Persons into whose
possession this Listing Memorandum comes are required by us and the Dealer Managers to inform themselves about
and to observe any such restrictions. This Listing Memorandum may not be used for or in connection with an offer
or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to
whom it is unlawful to make such offer or solicitation. See "Notice to Certain Non-U.S. Holders."
This Listing Memorandum is intended solely for distribution and use outside of Argentina, and is being
distributed or used by us and the Dealer Managers, the Information and Exchange Agent or the Luxembourg Exchange
Agent solely outside of Argentina. In Argentina, the New Notes are being offered to the general public solely pursuant
to the Argentine prospectus and the Argentine prospectus supplement (together, the "Argentine Offering
Memorandum"). This Listing Memorandum contains substantially the same information that is included in the
Argentine Offering Memorandum other than with respect to the description of United States Securities and tax laws
that are relevant to the Old Notes and New Notes.
None of us and the Dealer Managers, nor any of our and their respective representatives, is making any
representations to any offeree of the New Notes described herein regarding the legality of an investment therein by
such offeree under applicable legal investment or similar laws or regulations.
The Trustee assumes no responsibility for the accuracy or completeness of the information contained in this
Listing Memorandum or the related documents or for any failure by the Company or any other party to disclose events
that may have occurred and may affect the significance or accuracy of such information.
You may not copy or distribute this Listing Memorandum in whole or in part to anyone without our prior
consent or the prior consent of the Dealer Managers. This Listing Memorandum is being provided for informational
use solely in connection with the consideration of the Exchange Offer and an investment in the New Notes only (i) to
holders of Old Notes that are 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 other than 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 who are Non-U.S. qualified offerees
(as defined under "Transfer Restrictions"). Its use for any other purpose is not authorized. Distribution of this Listing
Memorandum to any person other than the offeree and any person retained to advise such offeree with respect to its
participation in the Exchange Offer and the Consent Solicitation is unauthorized, and any disclosure of any of its
contents, without our prior written consent, is prohibited. Each prospective participant in the Exchange Offer and the
Consent Solicitation, by accepting delivery of this Listing Memorandum, agrees to the foregoing and to make no
copies or reproductions of this Listing Memorandum or any documents referred to in this Listing Memorandum in
whole or in part (other than publicly available documents).
In making an investment decision regarding the New Notes, you must rely on your own examination of us,
the terms of the Exchange Offer and the Consent Solicitation and the terms of the New Notes, including the merits
and risks involved. You should not consider any information in this Listing Memorandum to be legal, business or tax
advice. You should consult your own counsel, accountant and other advisors as to legal, tax, business, financial and
related aspects of participating in the Exchange Offer and the Consent Solicitation.
This Listing Memorandum contains summaries of certain documents which we believe are accurate, and it
incorporates certain documents and information by reference. We refer you to the actual documents and information
2

Document Outline

#10">ABOUT THIS LISTING MEMORANDUM
#13">FORWARD-LOOKING STATEMENTS
#15">DOCUMENTS INCORPORATED BY REFERENCE
#18">WHERE YOU CAN FIND MORE INFORMATION
#19">THE COMPANY
#20">The Board of Directors
#24">SUMMARY OF THE EXCHANGE OFFER AND THE CONSENT SOLICITATION
#33">SUMMARY OF THE NEW NOTES
#36">THE PROPOSED AMENDMENTS
#37">RISK FACTORS
#52">EXCHANGE RATE INFORMATION AND EXCHANGE CONTROLS
- #52">Exchange Controls
- #52">Exchange Rates
#54">DESCRIPTION OF THE EXCHANGE OFFER AND CONSENT SOLICITATION
- #67">(a) specify the name of the Eligible Holder who tendered the Old Notes and delivered the Proxy to be withdrawn and, if different, the name of the registered holder of such Old Notes (or, in the case of Old Notes tendered by book-entry transfer, the na...
- #67">(b) contain the description of the Old Notes to be withdrawn (including the principal amount of the Old Notes to be withdrawn); and
- #67">(c) except in the case of a notice of withdrawal transmitted through ATOP, be signed by such participant in the same manner as the participants name is listed in the applicable Agents Message, or be accompanied by evidence satisfactory to us that th...
#75">CAPITALIZATION
#77">COMPARISON OF THE NEW NOTES WITH THE OLD NOTES
#86">DESCRIPTION OF THE NEW NOTES
- #86">Basic Terms of Notes
- #87">Registrar, Paying Agent and Transfer Agent for the Notes
- #87">Payment on the Notes
- #88">Additional Notes
- #88">Ranking
- #89">Additional Amounts
- #91">Optional Redemption
- #91">Optional Redemption with a Make-Whole Premium
- #91">Optional Redemption with Proceeds of Equity Offerings
- #92">Optional Redemption upon a Tax Event
- #92">Selection and Notice
- #93">No Mandatory Redemption or Sinking Fund
- #93">Repurchase of Notes
- #93">Repurchase of Notes upon a Change of Control Triggering Event
- #94">Certain Covenants
- #94">Limitation on Liens
- #94">Limitation on Sale and Leaseback Transactions
- #95">Limitation on Consolidation, Merger or Sale of Assets
- #95">Reporting Requirements
- #97">Notices
- #97">Default and Remedies
- #97">Events of Default
- #98">Consequences of an Event of Default
- #100">No Personal Liability of Directors, Officers, Employees, Incorporators, Members or Stockholders
- #100">Currency Indemnity
- #101">Amendments and Waivers
- #101">Amendments without Consent of Holders
- #101">Amendments with Consent of Holders
- #102">Meetings of Holders
- #104">Defeasance and Discharge
- #105">Trustee, Registrar, Paying Agent and Transfer Agent for the Notes
- #106">Governing Law, Consent to Jurisdiction, Service of Process and Currency Conversion
- #106">Waiver of Immunity
- #107">Listing
- #107">Certain Definitions
#114">TRANSFER RESTRICTIONS
- #114">(a) holders of the Old Notes that are qualified institutional buyersŽ as defined in Rule 144A under the Securities Act, in a private transaction in reliance upon the exemption from the registration requirements of the Securities Act provided by Secti...
- #114">(b) outside the United States, to holders of the Old Notes other than U.S. personsŽ (as defined in Rule 902 under the Securities Act) and who are not acquiring New Notes for the account or benefit of a U.S. person, in offshore transactions in complia...
#119">TAXATION
#132">NOTICE TO CERTAIN NON-U.S. HOLDERS
#140">ENFORCEMENT OF CIVIL LIABILITIES
#141">LEGAL MATTERS
#142">INDEPENDENT ACCOUNTANTS
#144">GENERAL INFORMATION
- #145">A
#145">EXHIBIT A
#151">Qualified Institutional BuyerŽ means:
- #151">1. Any of the following entities, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least U.S.$100 million in securities of issuers that are not affil...
  - #151">(a) Any insurance company as defined in Section 2(a)(13) of the Securities Act of 1933, as amended (the Securities ActŽ);
  - #151">(b) Any investment company registered under the Investment Company Act of 1940, as amended (the Investment Company ActŽ), or any business development company as defined in Section 2(a)(48) of the Investment Company Act;
  - #151">(c) Any small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;
  - #151">(d) Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees;
  - #151">(e) Any employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended;
  - #151">(f) Any trust fund whose trustee is a bank or trust company and whose participants are exclusively plans of the types identified in subparagraph (1)(d) or (e) above, except trust funds that include as participants individual retirement accounts or H.R...
  - #151">(g) Any business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended (the Investment Advisers ActŽ);
  - #151">(h) Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation (other than a bank as defined in Section 3(a)(2) of the Securities Act or a savings and loan association or other institution referenced in Section 3(a)(5)(A...
  - #152">(i) Any investment adviser registered under the Investment Advisers Act.
- #152">2. Any dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the Exchange ActŽ), acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a di...
- #152">3. Any dealer registered pursuant to Section 15 of the Exchange Act acting in a riskless principal transaction on behalf of a qualified institutional buyer;
- #152">4. Any investment company registered under the Investment Company Act, acting for its own account or for the accounts of other qualified institutional buyers, that is part of a family of investment companies which own in the aggregate at least U.S.$10...
  - #152">1. Each series of a series company (as defined in Rule 18f-2 under the Investment Company Act) shall be deemed to be a separate investment company; and
  - #152">2. Investment companies shall be deemed to have the same adviser (or depositor) if their advisers (or depositors) are majority-owned subsidiaries of the same parent, or if one investment companys adviser (or depositor) is a majority-owned subsidiary ...
- #152">3. Any entity, all of the equity owners of which are qualified institutional buyers, acting for its own account or the accounts of other qualified institutional buyers; and
- #152">4. Any bank as defined in Section 3(a)(2) of the Securities Act, any savings and loan association or other institution as referenced in Section 3(a)(5)(A) of the Securities Act, or any foreign bank or savings and loan association or equivalent institu...
- #152">1. In determining the aggregate amount of securities owned and invested on a discretionary basis by an entity, the following instruments and interests shall be excluded: bank deposit notes and certificates of deposit; loan participations; repurchase ...
- #152">2. The aggregate value of securities owned and invested on a discretionary basis by an entity shall be the cost of such securities, except where the entity reports its securities holdings in its financial statements on the basis of their market value,...
- #152">3. In determining the aggregate amount of securities owned by an entity and invested on a discretionary basis, securities owned by subsidiaries of the entity that are consolidated with the entity in its financial statements prepared in accordance with...
- #153">4. Riskless principal transactionŽ means a transaction in which a dealer buys a security from any person and makes a simultaneous offsetting sale of such security to a qualified institutional buyer, including another dealer acting as riskless princip...
#153">U.S. personŽ means:
- #153">(a) Organized or incorporated under the laws of any foreign jurisdiction; and
- #153">(b) Formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act)...
#153">Non-U.S. qualified offereeŽ means:
- #154">(5) any entity outside the U.S. and the EEA to whom the offers related to the New Notes may be made in compliance with all other applicable laws and regulations of any applicable jurisdiction.
#154">* * * * * *
#155">* * * * * *
#157">* * * * * *
- #167">(a) specify the name of the Eligible Holder who tendered the Old Notes and delivered the Proxy to be withdrawn and, if different, the name of the registered holder of such Old Notes (or, in the case of Old Notes tendered by book-entry transfer, the na...
- #167">(b) contain the description of the Old Notes to be withdrawn (including the principal amount of the Old Notes to be withdrawn); and
- #167">(c) except in the case of a notice of withdrawal transmitted through ATOP, be signed by such participant in the same manner as the participants name is listed in the applicable Agents Message, or be accompanied by evidence satisfactory to the Compan...
#173">ANNEX A